The Concept and Essence of a Sales Contract
An international contract of sale, viewed through Georgian law, rests on the general model established by the Civil Code: under a contract of sale the seller must transfer to the buyer the right of ownership in property, hand over the documents associated with it and deliver the goods, while the buyer must pay the agreed price and accept the property purchased. This bilateral structure forms the essence of the contract and frames the parties' expectations on both sides of the transaction.
The question of price is particularly important in international trade: if the contract does not directly indicate the price, the parties may agree on the means of determining it. This implies that a price calculation mechanism — an exchange quotation, an index or another objective criterion — becomes a full-fledged part of the contract and ceases to be contested at the moment of performance. Well-drafted price clauses are therefore the first line of defence against cross-border disputes.
Freedom of Contract and Its Limits
The foundation of international commerce is the principle of freedom of contract: subjects of private law may, within the limits of the law, freely conclude contracts and determine their content. They may also conclude contracts that are not envisaged by law but do not contradict it — which allows commercial forms developed in business practice to enjoy legal protection rather than remain outside the system.
Freedom, however, is not absolute. Where one party to a contract occupies a dominant position on the market, it bears an obligation to conclude contracts and may not unjustifiably offer a counterparty unequal terms. In addition, persons who acquire or use property and services for non-commercial purposes or to satisfy essential needs may not be unduly refused the conclusion of a contract where the other party acts within its entrepreneurial activity — a protection of the weaker side that matters in mixed commercial-consumer supply chains.
Offer and Acceptance
A contract is concluded through the mechanism of offer and acceptance. A proposal to conclude a contract is considered an offer where it is addressed to one or more specific persons and the offeror, in the event of consent, is prepared to perform its proposal. A proposal addressed to an indefinite circle of persons constitutes merely an invitation to make offers, unless something else is directly indicated in it — therefore the publication of a public price does not yet create a contract by itself.
The time limit for acceptance is critical: where the offeror has fixed a period for acceptance, acceptance may be effected only within that period. In international transactions, where the parties sit in different time zones, the precise fixation of the period protects both sides from misunderstanding — once the period has expired, a reply no longer creates a contract, and the parties' subsequent conduct must be assessed accordingly.