How to interpret under the same contract

Explanation: This article stipulates that an offer cannot be revoked.

This article stipulates two exceptions to irrevocability. One is that there is an indication of irrevocability in the offer, and the other is that the offeree has reason to believe that the offer is irrevocable and acts in reliance on it. The provisions of this article are consistent with the provisions of Article 2.4, paragraph 2, of the International Commercial Principles, which stipulates: "An offer shall not be revoked in the following circumstances: (a) The offer states the period of acceptance, or otherwise Indicate that the offer is irrevocable; or (b) the offeree has reason to rely on the offer being irrevocable and the offeree has acted in reliance on the offer. "The General Principles explain this paragraph, which is explained below and can be used as a reference. :

1. Irrevocable expression in the offer

Irrevocable expression of intention can be made in different ways. The most direct and clearest way is by the offeror in the offer. An effective statement such as "This is a firm offer", "We stand by our offer until we receive your reply", etc. In addition, it can also be inferred from other expressions or behaviors of the offeror. Regarding the acceptance period specified in the offer, the general rule holds that if the legal system where the parties are located determines that an offer that stipulates a commitment period is an irrevocable offer, it can be inferred that the offer is irrevocable. If the legal system in which the parties are located determines that the prescribed acceptance period is not sufficient to show the irrevocability of the offer, it can be inferred that the offer is not irrevocable. The General Principle gives two examples to illustrate this issue. The first example is that a travel agency notifies tourists in the brochure it sends that it will organize a New Year vacation tour, and urges tourists to book within 3 days of the notification, otherwise there will be few remaining places after the expiration date. This statement by itself does not mean that the offer is irrevocable within these 3 days. The second example is that B prepares to build a building and makes an offer to A, which states: "The price and other conditions will become invalid after September 1st." If A and B belong to the same legal system, if the legal system believes that the statement indicates that the offer is irrevocable, the offer is irrevocable; if the legal system believes that the statement does not indicate that the offer is irrevocable, the offer is not irrevocable.

However, the provisions of Item (1) of this Article of the Contract Law cannot be interpreted as a general rule. According to the provisions of this item, if the acceptance period is specified in the offer, the offer is irrevocable. General principles must be interpreted that way if they are to apply to different countries with different legal systems.

2． There are reasons to believe that the offer is irrevocable and to act in reliance on it

In this case, the principles of good faith and fair dealing apply. The offeree's reliance can stem from the offeror's behavior, such as the offeree's treatment of the offeror. They have some understanding, or have had business dealings in the past, etc., so they believe that the offeror's offer is irrevocable. The offeree's reliance may also arise from the nature of the offer itself, for example, where acceptance of an offer requires the offeree to conduct extensive and costly investigations, or where an offer is made with the intention of allowing the offeree to continue to make offers to a third party. Three parties made offers. The actions performed by the offeree based on irrevocable reliance on the offer may include preparation for production, purchasing or renting materials or equipment, bearing expenses, etc. As long as these behaviors can be regarded as normal in the relevant trade, or should be behaviors foreseen or known to the offeror. The General Principles also gave two examples to illustrate this issue. The first example is that A is an antique dealer and requires B to repair 10 paintings within 3 months for a price not exceeding a specific amount. B informs A that in order to decide whether to commit, it is necessary to restore a painting before giving a clear reply within 5 days. A agrees. Based on reliance on A's offer, B starts work, and A cannot revoke the offer within 5 days. The second example is that in order to cooperate in bidding for a project, B made an offer to A. Before the expiration of the offer period, A had submitted the bid, but B notified A that he was no longer willing to comply with the offer. Because A relied on B's offer when bidding, the offer is irrevocable until the expiration of the time limit.