In practice, we quite frequently encounter enquiries from traders and customers which are directly connected with the issue of whether a contract was properly concluded in the sale of goods through an internet shop and at what moment. The moment of conclusion of a contract is naturally important, particularly having regard to the fact that from this moment the trader is obliged to sell the goods to the customer at the price that was agreed (that is, even in cases where the trader’s information system contained an error regarding the price, etc.). Good orientation in this area is then also important in the preparation of the concept of the user interface of a web shop and in the setting of the process of communication with customers.

At the outset, it is appropriate to mention that the explanation set out below concerns only cases where the contract is being concluded between Czech entities. In this circular, we then deal only with the issue of the conclusion of contracts pursuant to the Civil Code (that is, for example, in cases where it concerns a trader-consumer relationship). In addition to the general regulation of contracting in the Civil Code (Act No. 40/1964 Coll., as amended), which will be mentioned in more detail, albeit in simplified form, below, the Commercial Code (Act No. 513/1991 Coll., as amended) also regulates certain differences for this area, whilst special regulation of contracting is newly contained also in the Copyright Act (Act No. 121/2000 Coll., as amended), namely for cases where a licence agreement is being concluded in respect of intangible assets protected by the Copyright Act.

In order for any contract to be validly concluded (and for the trader thus to acquire a claim for payment of the purchase price), it is necessary that the contracting process comply with the statutory requirements. In some cases, it is possible to encounter in commercial practice a distinction between the sale of goods ‘on order’ and ‘on contract’, etc.; however, regardless of this designation, from a legal perspective it in any event concerns the conclusion of a (purchase) contract.

The regulation contained in the Civil Code presumes for the proper conclusion of a contract the fulfilment of the following conditions (cumulatively): (a) the making of a proposal for the conclusion of a contract which is addressed to one or more specific persons pursuant to section 43a(1) of the Civil Code. This step is most frequently carried out by the customer by sending his order to the trader from the user interface of the shop. The trader is obliged by means of some means of distance communication to confirm receipt of this order without delay (see section 53(5) of the Civil Code). This confirmation must be distinguished from the acceptance of the proposal for the conclusion of a contract set out below, and it is therefore appropriate, if the trader does not have an interest in the automatic conclusion of contracts in respect of all orders, also to conceive it differently. (b) the acceptance of the proposal for the conclusion of a contract by the other party pursuant to section 43c(1) of the Civil Code. This step is most frequently carried out by the trader by sending the customer a message by electronic mail containing the trader’s consent to the sale of the ordered goods. (c) the delivery of the acceptance of the proposal for the conclusion of a contract back to the proposer pursuant to section 43c(2) of the Civil Code. For the proper conclusion of a contract, it is therefore necessary that the above-mentioned acceptance by the trader also be delivered back to the customer. From this moment, the contract is binding on both parties, with the proviso that on the part of the customer, however, withdrawal from the contract may subsequently occur pursuant to the regulation of consumer contracts.

Further, it is possible in this connection to note that in most cases, contracts concluded by means of the internet are not written legal acts. A written legal act requires the signature of the acting person. It follows from this that, with the exception of acts furnished with an electronic signature, it will concern informal contracts, the content of which it will be necessary to infer from the content of the acts of the contracting parties (from the text of orders, terms and conditions, messages sent by electronic mail, information stated in the user interface of the shop, etc.).

This text was translated from Czech to English using an AI translator.