The misunderstanding of the order button: When does a valid contract come about?
Written by Marc
When shopping online, it seems obvious that a contract is created as soon as a customer clicks the order button. But is that really always the case? Let's explore this further with some examples.
The Order button: not always binding
Many consumers think that clicking the order button in an online store automatically results in a valid agreement. However, this is not always true. Imagine this: The customer sees an offer on your website and clicks "Order. If you as a merchant have not yet listed all the terms and conditions, there may be confusion and the agreement is not fully binding. This means the customer may not be obligated to complete the purchase if the terms are not clear.
Offer and acceptance
A contract is created by an offer and its acceptance. This means that both parties must make clear what they expect from each other. Suppose a customer finds a nice coat on your Web shop and clicks "Order. If you have not clearly stated that clicking this button creates a binding agreement, then there may be discussion about the validity of the purchase. Especially if the customer only finds out later that the coat is out of stock and cannot be delivered immediately.
Advertisements: Offer or invitation?
Advertisements can sometimes be confusing. An ad in an online store can be seen as an invitation to consider a purchase, not necessarily a binding offer. Imagine you advertise "Buy a phone now for €100!". If a customer orders, but later turns out to have terms and conditions that are not clearly stated, this can cause problems. For example, if a customer places the order and later discovers that the price only applies if he also takes out a subscription, this can lead to conflicts.
What does this mean for you as a merchant?
1. Clarity and transparency are crucialMake sure that all important information is clearly visible before the customer clicks the order button. For example, use text such as "Place order with payment required" on your order button. This helps customers understand that by clicking they are entering into a binding agreement.2. Offer and acceptanceIt should be clear that clicking the order button creates a binding contract. For example, add a sentence next to the order button such as "By clicking the button, you agree to our terms and conditions." This makes it clear to customers that they are entering into a legal agreement when placing an order.3. Duty to informConsumers should be given adequate information prior to the conclusion of the contract. Make sure all product details and terms and conditions are easy to read and not hidden in fine print. For example, explicitly state any additional costs, delivery times and return conditions. After the order, but before delivery, the terms and conditions (provided they contain all information requirements) should be sent along on a durable data medium (e.g. via e-mail).4. WillingnessMake sure the customer is aware of the action they are taking by clicking the order button. This can be done by sending a confirmation email with all the details of the order and the terms and conditions. This way, the customer knows exactly where he stands and you avoid misunderstandings.
Conclusion
As a merchant, it is your responsibility to ensure that agreements via an order button are legally binding and valid. By ensuring clarity, transparency and good information provision, you can avoid legal problems and gain the trust of your customers.
