The Court of Justice of the European Union (EuGH, CJEU) has clarified the requirements for an off-premises contract under the Consumer Rights Directive. According to the CJEU’s decision of 24 September 2026 – C-381/25 (case reference), it is sufficient for a consumer to accept an offer previously sent by the trader outside the trader’s business premises while both parties are physically present. The offer itself need not have been made under those circumstances.
Dispute concerning withdrawal from a contract for a photovoltaic system
The proceedings arose from a legal dispute between the consumers PL and GQ and a GmbH (German private limited liability company). The company provides services relating to the planning, installation and maintenance of integrated solar energy systems.
Offer and acceptance of the contract at the consumers’ residence
On 8 April 2022, PL and GQ received an offer from the company for the supply and installation of a photovoltaic system, including battery storage and accessories. On 31 May 2022, the consumers signed this offer at their residence in the presence of a representative of the company. Approximately seven weeks therefore elapsed between the transmission of the offer and its signature.
On 8 November 2022, the company issued an invoice for an advance payment of EUR 6,479.31. PL and GQ paid the amount claimed. The company subsequently supplied the photovoltaic system but did not install the battery storage unit. The consumers accepted this partial performance on 7 February 2023.
Withdrawal and recovery of the advance payment
By letter dated 9 June 2023, which the company received on the same day, PL and GQ, acting through their representative, declared their withdrawal from the contract. At the same time, they requested reimbursement of the advance payment made.
According to the findings of the Landgericht Cottbus (Cottbus Regional Court), which was hearing the claim for reimbursement, the company had allegedly failed to inform the consumers of their right of withdrawal in accordance with Art. 6(1)(h) of Directive 2011/83/EU. If PL and GQ were entitled to a right of withdrawal, the period began, according to the Regional Court, no earlier than 31 May 2022 and, pursuant to Art. 10(1) of the Directive, ended no earlier than 14 June 2023. On that basis, the withdrawal declared on 9 June 2023 would have been made within the applicable period.
Provisions of the Consumer Rights Directive
Directive 2011/83/EU distinguishes between several circumstances in which a contract is deemed to have been concluded off-premises. In particular, Art. 2(8) covers contracts concluded with the simultaneous physical presence of the trader and the consumer at a place that is not the trader’s business premises.
Contractual situations covered
Under Art. 2(8) of the Directive, the term “off-premises contract” encompasses several categories:
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The contract is concluded with the simultaneous physical presence of the trader and the consumer at a place that is not the trader’s business premises.
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The consumer makes an offer under those circumstances.
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The contract is concluded on the trader’s business premises or by means of distance communication immediately after the consumer was personally and individually addressed at a place that is not the trader’s business premises.
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The contract is concluded during an excursion organised by the trader with the aim or effect of promoting and selling goods or services.
Before the consumer is bound by such a contract, the trader must provide the information specified in Art. 6(1) of the Directive in a clear and comprehensible manner. Where a right of withdrawal exists, this includes, pursuant to point (h), information on the conditions, time limit and procedures for exercising that right, as well as the model withdrawal form.
Duration of the withdrawal period
Art. 9(1) of the Directive generally grants consumers a period of 14 days within which they may withdraw from a distance or off-premises contract without giving any reason. Exceptions are set out in Art. 16.
For service contracts, the period generally begins when the contract is concluded. For sales contracts, the relevant point in time is generally when the consumer, or a third party designated by the consumer other than the carrier, acquires physical possession of the goods.
If the prescribed information concerning the right of withdrawal is not provided, the withdrawal period does not expire until twelve months after the end of the original withdrawal period pursuant to Art. 10(1).
Questions referred to the CJEU by the Landgericht Cottbus
The Landgericht Cottbus had doubts as to whether the contract concluded between the parties fell within Art. 2(8)(a) of the Directive. Those doubts arose because the company had sent the offer in advance and only its acceptance took place at the consumers’ residence in the presence of the company’s representative.
Differing assessments of the conclusion of the contract
The Regional Court noted that German courts interpreted the national provisions adopted to implement the Directive differently. According to the case law of the Bundesgerichtshof (BGH, Federal Court of Justice) cited by the Regional Court, consumers are not entitled to a right of withdrawal in a corresponding situation.
By contrast, the Regional Court was inclined to take the view that the decisive factor was the timing of the final declaration required to conclude the contract. In the case at issue, this was the consumers’ acceptance of the trader’s offer. As that declaration was made at the consumers’ residence in the physical presence of the representative, the Regional Court considered it possible to classify the agreement as an off-premises contract.
It therefore sought clarification, in particular, as to whether both the offer and its acceptance had to occur outside the business premises with the parties simultaneously physically present. It also asked whether prior consultations or negotiations, or a longer period for consideration, were relevant to the classification.
Interpretation by the Court of Justice of the European Union
The CJEU examined the questions together. Its assessment was based on the wording of Art. 2(8)(a), the systematic relationship between the various categories and the protective purpose pursued by the right of withdrawal.
Contract concluded only upon acceptance of the offer
The Directive does not define when a contract is to be regarded as concluded. Since Art. 2(8)(a) does not refer in this respect to the law of the Member States, the decision held that this is an autonomous concept of EU law. It must be interpreted uniformly throughout the European Union.
According to the ordinary understanding of contract formation, a contract is generally concluded only when the recipient accepts the offer addressed to them. Art. 2(8)(a) merely requires that the contract be concluded outside the business premises with the simultaneous physical presence of the trader and the consumer.
In the CJEU’s view, the wording does not support the conclusion that the offer itself must already have been made under the same spatial and personal circumstances.
Systematic relationship between the provisions
The Court also took Art. 2(8)(b) and (c) into account in its interpretation. Those provisions govern two further situations in which a contract is to be regarded as having been concluded off-premises. For those situations, the EU legislature expressly stipulated the conditions under which the consumer must make an offer or be personally addressed.
The CJEU concluded from this that the application of Art. 2(8)(a) does not depend on the circumstances under which the offer was made or any prior approach took place.
The Court additionally drew a comparison with distance contracts. Art. 2(7) requires the exclusive use of one or more means of distance communication up to and including the time at which this type of contract is concluded. Art. 2(8)(a) does not contain a corresponding requirement for every stage leading to the conclusion of the contract.
Psychological pressure remains possible despite prior time for review
According to recitals 21 and 37 of the Directive, the protection afforded in relation to off-premises contracts is based on the possible element of surprise and the risk of psychological pressure. This applies irrespective of whether the consumer requested the trader’s visit.
Prior knowledge does not eliminate every need for protection
The CJEU took into account that PL and GQ had received the offer before the signing appointment and had been able to review it. Although this prior transmission could eliminate a possible element of surprise,
the decision held that the risk nevertheless remains that, when accepting the offer outside the business premises, the consumer may be exposed to psychological pressure due to the simultaneous physical presence of the trader. This also applies where a period elapsed between transmission and acceptance of the offer during which the consumer was able to consider the contractual terms.
For Art. 2(8)(a) to apply, it is therefore sufficient that final acceptance of the offer occurs with both parties simultaneously present at a place that is not the trader’s business premises.
Decision concerning the off-premises contract
The CJEU held that an offer sent in advance by the trader may result in an off-premises contract. This requires the consumer to accept the offer in the trader’s physical presence at a place that is not the trader’s business premises.
The fact that the consumer had previously received the offer and had an opportunity to review it does not alter this classification. The Court has thus interpreted the characteristics of an off-premises contract under EU law only in the abstract; whether the contract between PL and GQ and the GmbH satisfies those characteristics and whether the withdrawal and reimbursement claim concerning the advance payment are successful must be decided by the Landgericht Cottbus in the main proceedings, which have not yet been finally concluded.
The decision on costs in the main proceedings is a matter for the Landgericht Cottbus. For the parties, the proceedings before the CJEU merely constitute one stage of the legal dispute that remains pending before the national court and has therefore not yet been finally concluded. A final decision must still be made in those proceedings concerning the alleged failure to provide information on the right of withdrawal.
Significance for contractual classification
The decision makes clear that not every step leading to the conclusion of a contract must take place outside the business premises. The decisive factor is the circumstances under which the contract is ultimately concluded through acceptance of the offer. Sending the contractual documents in advance does not preclude classification as an off-premises contract.
This distinction may affect information obligations, withdrawal periods and the unwinding of a contract. If you have questions regarding the classification of corresponding contractual relationships, MTR Legal advises companies and private individuals as part of its contract law advisory services.
