Public offer for an online store: requirements for entrepreneurs

Online sales of goods in Ukraine: how to draft a public offer, warranty, returns, and documents to protect your business

As of March 12, 2026, online sales of goods in Ukraine are governed by the current provisions of the Civil Code of Ukraine, the Law of Ukraine "On E-Commerce", the Law of Ukraine "On Consumer Rights Protection" No. 1023-XII, the Law of Ukraine on PPOs, and related bylaws. The new Law of Ukraine "On Consumer Rights Protection" No. 3153-IX has already been adopted but has not yet entered into force, therefore the documents of an online store must be based precisely on the current Law No. 1023-XII. (Law of Ukraine)

An online store does not sell "without a contract"

Every sale through a website, marketplace, mobile application, or other information and communication system constitutes a contract. A separate paper contract with each buyer is not required. The law allows for concluding an electronic contract by means of an offer and acceptance, and an electronic contract signed in the manner prescribed by law is equivalent to a written form. At the same time, the Civil Code explicitly recognizes that documents or information publicly available on the Internet can also serve as an offer if they contain the essential terms of the contract. (Law of Ukraine)

For retail trade, an online store inherently operates through a public contract and a contract of adhesion: the seller sets standard conditions, and the buyer either adheres to them or does not conclude the contract. Such conditions must be the same for all consumers, and conditions that contradict the mandatory rules for a public contract are null and void. This means that the offer can detail procedures but cannot abolish or narrow the legal rights of the consumer. (Law of Ukraine)

A common practical mistake made by many stores is substituting a public offer with simple advertising or a product card. According to the Civil Code, advertising addressed to an indefinite number of persons is generally only an invitation to make an offer, unless explicitly stated otherwise. Therefore, it is safer for an online store to have a separate full text of a public offer rather than relying solely on the product description or a banner with a "Buy" button. (Law of Ukraine)

When a contract is considered concluded

An electronic contract arises not when the store "internally approved the order", but when the seller receives the acceptance in the manner defined by the law and the offer itself. Acceptance can occur by filling out an electronic form, sending an electronic message, or performing actions that the system explicitly defines as acceptance of the offer, provided these actions are clearly explained to the buyer and logically linked to the offer. Therefore, the offer must explicitly state what constitutes acceptance: placing an order, clicking a confirmation button, entering a one-time code, making a payment, or a combination of several actions. (Law of Ukraine)

For businesses, there is a fundamentally important rule here: payment itself does not always mean the conclusion of a contract. The Law on E-Commerce explicitly stipulates that if a person has not fulfilled other conditions of the offer or has not provided all the information specified in it, the payment is not considered proper acceptance and is subject to refund. Thus, the offer should describe not only the price but also the complete procedure for accepting an order. (Law of Ukraine)

The sales system must also provide the buyer with the technical ability to change the entered data before acceptance, and the seller is obliged to promptly confirm receipt of the order. This is important both for the protection of the consumer and the protection of the seller in disputes about an "erroneous" order, delivery address, completeness, or payment method. (Law of Ukraine)

What must be on the website before payment

An e-commerce seller is obliged to provide direct, simple, and stable access to information about themselves. The website or sales interface must make available: the full name or full name of the sole proprietor (FOP), location or address of registration and actual residence of the FOP, email address and/or address of the online store, identification code of the legal entity or tax number of the FOP, information about the license — if the activity is licensed, as well as information on whether taxes are included in the price and the cost of delivery. (Law of Ukraine)

Separately, before concluding a distance contract, the consumer must be provided with information about the seller, the main characteristics of the product, the price including delivery, payment terms, warranty obligations, other delivery terms, the deadline for accepting the offer, and the procedure for terminating the contract. If this block of information is missing or is presented in such a way that the buyer cannot genuinely use it before payment, the risks for the seller increase significantly. (Law of Ukraine)

The offer, the text of the electronic contract, and electronic messages must be in the state language. An additional language is possible, but the Ukrainian version for online sales in Ukraine is a mandatory baseline. (Law of Ukraine)

What should be foreseen exactly in the text of the public offer

A legally robust offer for an online store should not just "describe the sale" but pre-emptively resolve typical conflicts before they arise. The text should separately outline:

The law explicitly allows incorporating terms into an electronic contract via a link to another electronic document, provided the buyer had unhindered access to it. This means that delivery conditions, warranty, returns, personal data processing policy, and promotional rules can exist as separate documents, but the offer must clearly reference them, and access to them must be genuine and transparent. (Law of Ukraine)

Transaction confirmation, receipts, invoices, and documents in the parcel

After concluding an electronic transaction, the buyer must receive confirmation in the form of an electronic document, receipt, sales or cash register receipt, or another document. Such confirmation must contain, among other things, the terms of exchange and return, the name of the seller, their location, the procedure for accepting claims, warranty obligations, and the procedure for terminating the contract. The law also requires a document confirming the fact of receiving funds, with the date of settlement. (Law of Ukraine)

For settlement operations over the Internet, the general rule is as follows: if a seller accepts payment in cash, by card, through Internet acquiring, mobile payment services, or online banking within the framework of a settlement operation, they must use an RRO/PRRO (cash register/software cash register) and provide a fiscal receipt in paper or electronic form. The tax authority separately emphasizes that this also applies to online stores. An electronic receipt can be transmitted, in particular, via a QR code, by e-mail, or to the buyer's phone number. (kyivobl.tax.gov.ua)

According to the official clarifications of the State Tax Service, if the buyer transfers funds to the seller's current account using details in IBAN format, the RRO/PRRO may not be applied, since such payment is not considered a settlement operation in the usual sense for the Law on RRO. However, if the seller works with card payments on the website or accepts funds upon delivery, the rule is different. (wvp.tax.gov.ua)

If the goods are delivered by the seller's own courier and money is accepted at the place of delivery in cash or by card, the seller's courier must issue and give the buyer a fiscal receipt for the full amount. If the cash on delivery is accepted by a carrier or logistics company on its own behalf and it issues its own settlement document to the buyer, the tax authority allows a model under which the seller encloses a delivery note or other document on the origin of the goods in the parcel, and in cases provided for by law — also a warranty card, technical passport, or another document replacing it. The terms of the contract between the seller and the carrier are of key importance here. (od.tax.gov.ua)

Warranty: what must be communicated and what actually works

Information on warranty obligations must be provided before concluding a distance contract and must also be reflected in the confirmation of the electronic transaction. If a warranty period is provided for the goods, the procedure for warranty repair, replacement, or acceptance of claims cannot be left "for later" or indicated by a general phrase without a procedure. (Law of Ukraine)

If the buyer discovers defects in the goods within the warranty period, they can demand the free elimination of defects, replacement, a price reduction, or termination of the contract with a refund — depending on the nature of the breach. According to the Civil Code, a request for replacement is subject to immediate satisfaction, and if a quality check is required — within 14 days or in another period by agreement of the parties. The State Service of Ukraine on Food Safety and Consumer Protection also clarifies the 14-day period for eliminating defects, unless the parties have agreed otherwise. (Law of Ukraine)

For the seller, something else is fundamentally important: the consumer's claims regarding defects are not subject to satisfaction if the seller or manufacturer proves that the defects arose after the transfer of the goods due to the consumer's violation of the rules of use, storage, or for other reasons for which the seller is not responsible. The State Service separately clarifies that when it is necessary to establish the causes of loss of quality, an expert examination may be conducted, and if it confirms the consumer's fault, their claims are not satisfied. (Law of Ukraine)

That is why the offer and warranty rules should provide for a procedure for accepting a claim, photographic documentation, checking completeness, serial number, signs of use, as well as the procedure for conducting a quality check or expert examination. This does not narrow the rights of the buyer, but it gives the business a procedural framework to prove its position. (Law of Ukraine)

Returns within 14 days: where the line is drawn

In the practice of online commerce, two different regimes are often confused. The first is the exchange or return of non-food products of adequate quality. According to the Civil Code, the buyer has 14 days, not counting the day of purchase, but only if the product has not been used, its marketable condition and consumer properties are preserved, and there is proof of purchase from this seller. If these conditions are not met, the legal basis for such a return disappears. It is precisely on this norm that the seller's right to refuse the return of a product that the buyer has already used, damaged, or returns incomplete is based. (Law of Ukraine)

The second regime is the consumer's right to terminate a distance contract. The Consumer Protection Law separately provides for a 14-day right to terminate such a contract, and the seller must refund the money without delay, but no later than 30 days from the moment the consumer notifies them of the termination. For business, this means that the return rules on the website must take into account not only the general rule on the exchange of goods of adequate quality but also special rules for distance contracts. (Law of Ukraine)

Additionally, one should remember the list of goods that are not subject to exchange or return. As of the date of publication, the list approved by the Resolution of the Cabinet of Ministers of Ukraine No. 172 of 19.03.1994 remains in force; the new Resolution No. 1243 of 01.11.2024 will enter into force only simultaneously with the entry into force of Law No. 3153-IX. Therefore, sellers must now be guided by the current list under Resolution No. 172. Among the categories traditionally not subject to exchange/return are food products, medicines, sanitary hygiene items, and other goods from a special government list. (Law of Ukraine)

How to legally reduce return manipulations

The best protection for a business is not prohibitions in the offer, but a properly built sales process. The following model works:

It is separately advisable to distinguish three different situations in the documents: return of goods of adequate quality, claims regarding product defects, and parcel damage during transportation. Each of them should have its own procedure, its own list of documents, and its own response time. This reduces the number of conflicts when a buyer tries to substitute "the item was damaged by me" with the phrasing "I just changed my mind". (Law of Ukraine)

Buyer's personal data

An online store has the right to request from the buyer only those data without which the conclusion and execution of the contract is impossible. If the store collects personal data for registration, delivery, communication, warranty service, or marketing, the purpose of processing must be defined, and consent in e-commerce can be granted, in particular, through a checkmark during registration in the system. Processing data before such consent is prohibited. (Law of Ukraine)

When one offer is not enough

A public offer does not replace special permits and industry rules. If you sell goods or conduct activities subject to licensing, information about the license must be openly posted on the website. If the product falls under technical regulations or market surveillance rules, requirements for labeling, safety, accompanying documents, and traceability must be met, and in certain areas — for premises, storage, personnel, and sales conditions. For food products, medicines, alcohol, tobacco products, electronics, children's goods, cosmetics, and other regulated products, the offer itself does not legalize the sale. (Law of Ukraine)

Violation of these special rules can lead not only to a dispute with a consumer but also to state control measures: prohibition or restriction of sales, demands to eliminate non-compliance, recall or withdrawal of products from the market, and for licensed activities — to consequences stipulated by special legislation and licensing conditions. (Law of Ukraine)

Seller's liability

For the lack of necessary, accessible, reliable, and timely information about the product or the seller, the law stipulates a fine in the amount of 30% of the cost of the batch of goods, works, or services, but not less than five tax-free minimum incomes of citizens. For an online store, this directly applies to both product information and seller information that must be disclosed under e-commerce rules. (Law of Ukraine)

For violating the rules for using RRO/PRRO and failing to issue a fiscal receipt, the tax authority applies financial sanctions: 100% of the value of the goods sold with a violation for the first violation and 150% for each subsequent one. For online commerce, this is one of the most practically dangerous risk blocks, as mistakes often arise precisely at the intersection of the website, payment service, PRRO, and delivery service. (wvp.tax.gov.ua)

Official sources

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