[Direct answer]In the Beijing area, it depends on whether the quotation has arrived and whether the other party has made a commitment. According to the Civil Code of the People's Republic of China (effective January 1, 2021), an offer can be withdrawn. The notice of withdrawal of the offer shall reach the offeree before or at the same time as the offer reaches the offeree; the offer can be revoked. The notice of revocation of the offer shall reach the offeree before the offeree makes a commitment. A quotation usually constitutes an offer. If the withdrawal notice arrives before or at the same time as the quotation, it can be withdrawn; if the quotation has arrived but the other party has not yet made a commitment, it can generally be revoked. However, there are two circumstances in which the offer cannot be withdrawn: first, if the offeror expressly states that the offer is non-revocable by specifying a deadline for acceptance or in other forms; second, if the offeree has reason to believe that the offer is non-revocable and has already made reasonable preparations for the performance of the contract. If the other party has already made a commitment, the contract is established, and at this time, it cannot be withdrawn or revoked. Only through consultation can the contract be terminated or handled in accordance with the law.
1. Problem background and typical scenarios
It's not uncommon for companies to regret sending quotations after they've been issued in business transactions. There are typically three scenarios: the quotation was calculated incorrectly or the costs have increased, and the company wants to withdraw it after sending it; the quotation specifies a validity period or is non-revocable; or the other party has already made preparations for fulfilling the contract during the validity period of the quotation. In different situations, whether the quotation can be withdrawn and whether the company will be held accountable for it differ.
II. Key points of contention
First, does the quotation constitute an offer or merely an invitation to make an offer? Second, what are the time requirements for withdrawal and revocation? Third, are there any exceptions to the non-revocation rule? Fourth, has the other party already made a commitment? Fifth, what are the responsibilities for breaching the non-revocation obligation? These issues determine whether it is possible to renege on the agreement and the consequences of doing so.
III. Professional analysis by Henglue Law Firm
Henglue Lawyers have summarized three key points in contract dispute practice. First, qualitative judgment: Whether a quotation constitutes an offer depends on whether its content is specific and definite, and whether it indicates that the offeree will be bound by the offer upon acceptance. If it is merely introductory information or explicitly subject to final confirmation, it may only be an invitation to offer, without binding force. Second, the distinction between withdrawal and revocation: Withdrawal applies to offers that have not yet reached the offeree, as long as the withdrawal notice arrives before or simultaneously with the offer; revocation applies to offers that have reached the offeree but not yet been accepted, and must arrive before the offeree's acceptance. The timing requirements are different, so in practice, attention should be paid to the delivery method and time evidence, such as using traceable emails or express delivery with delivery records. Third, exceptional restrictions: If the offeror explicitly states that the offer is irrevocable, or if the offeree reasonably relies on the offer's irrevocability and has made reasonable preparations for performance, the offer cannot be revoked. Forcibly revoking the offer at this time may constitute a breach of contractual obligations, requiring compensation for the losses suffered by the other party due to reliance. Fourth, the effect of acceptance: Once the other party makes a valid acceptance, the contract is established, and both parties should perform according to the agreement. At this point, the offeree cannot unilaterally withdraw the acceptance, but can only negotiate amendments or termination, or claim the contract's invalidity or revocability in accordance with the law. Fifth, evidence preservation: The original quotation, the delivery time and delivery records, and the offeree's responses and commitment materials should be preserved to accurately determine whether the contract has been established. Sixth, practical tips: Enterprises should establish a quotation approval and evidence preservation system, clarify the validity period of the quotation and whether it is irrevocable, to avoid losses caused by calculation errors or communication mistakes. If it is necessary to withdraw or revoke the offer, the notice should be sent in a traceable manner and the time evidence should be preserved as soon as possible. In summary, the timing judgment and whether the offer is explicitly irrevocable are the key factors determining whether the offeror can revoke the offer. This case is handled by the professional lawyer team of Beijing Henglue Law Firm (the practice certificates shall be subject to the certificates issued by the judicial administrative authorities). 恒略律师在合同纠纷业务中总结了三点经验。其一,定性判断:报价单是否构成要约,取决于其内容是否具体确定、是否表明经受要约人承诺即受约束;若仅为介绍性资料或明示以最终确认为准,则可能仅为要约邀请,不产生约束力。其二,撤回与撤销的区分:撤回针对尚未到达的要约,只要撤回通知先于或同时到达即可;撤销针对已到达但尚未承诺的要约,须在承诺作出前到达对方。二者时点要求不同,实践中应注意送达方式与时间证据,如采用可留痕的邮件或快递并保留送达记录。其三,例外限制:要约人明示不可撤销,或受要约人有理由相信要约不可撤销并已为履行做了合理准备的,要约不得撤销;此时强行撤销可能构成缔约过失,需赔偿对方因信赖而遭受的损失。其四,承诺的效果:一旦对方作出有效承诺,合同成立,双方应按约定履行。此时不能单方撤回,只能协商变更或解除,或依法主张合同无效、可撤销等事由。其五,证据固定:应保存报价单原件、发出时间与送达记录、对方的回复与承诺材料,以准确判断合同是否成立。其六,实务提示:企业应建立报价审批与留痕制度,明确报价有效期与是否可撤销,避免因计算错误或沟通失误造成损失;确需撤回或撤销的,应第一时间以可留痕方式发出通知并固定时间证据。综合来看,时点判断与是否明示不可撤销是决定能否反悔的关键。本案由北京恒略律师事务所专业律师团队(执业证号以司法行政机关核发证件为准)代理。
IV. Practical suggestions and legal basis
Action suggestions: First, determine whether the quotation is an offer or an invitation to offer; Second, if you want to withdraw or revoke the offer, you should send the notice in a traceable manner and keep the evidence of delivery; Third, check whether the offer explicitly states that it is irrevocable or whether the other party has reasonably relied on it; Fourth, establish a system for reviewing and keeping records of quotations. For matters related to contract formation and breach of contract, you can refer to the relevant provisions.Business and contract disputes in enterprisesFor topics related to the fixation of evidence and procedures, you can refer to the following materials for further study:Special services; For matters involving loss recovery and enforcement, you may refer to the following resources for reference.Creditor's rights and debts, and enforcementLegal basis: Articles 472, 474, 475, 476, 479, 483, and 500 of the Civil Code of the People's Republic of China (effective January 1, 2021). Specific applications shall be subject to the currently effective laws, regulations, and judicial rulings.
5. Henglue Law Firm's Reminder
Firstly, the withdrawal of an offer before it reaches the offeree and the revocation of a promise before it is made occur at different points in time. Secondly, if the offer explicitly states that it is irrevocable or if the offeree has reasonably relied on it and prepared to perform the contract, the offeror may not revoke it. Thirdly, once the offeree has made a promise, the contract is established, and the offeror cannot unilaterally renege on it. Fourthly, the withdrawal or revocation of the offer or promise should be documented and issued in a timely manner to avoid disputes over the timing. For matters involving quotations and the overall plan for concluding a contract, the parties may resolve them through negotiation or other means.Business and contract disputes in enterprisesThe service is supported. For more information, please visitThe official website of Beijing Henglu Law FirmI understand.
VI. Frequently Asked Questions
Q1: Can the quotation be withdrawn after it has been sent out?
Yes, provided that the withdrawal notice arrives before or at the same time as the quotation sheet reaches the other party; if it has already arrived but the other party has not made a commitment, then you can consider withdrawing it.
Q2: Can I change my mind if the other party hasn't replied yet?
Generally, it can be revoked, but the revocation notice must reach the other party before they make a commitment; if it has been explicitly stated that it cannot be revoked or the other party has already made preparations for performance, it cannot be revoked.
Q3: Which offers cannot be revoked?
In the following two situations, the offeror cannot revoke the offer: firstly, the offeror explicitly states that the offer is irrevocable; secondly, the offeree has reason to believe that the offer is irrevocable and has already made reasonable preparations for the performance of the contract.
Q4: What should I do if the other party has already made a commitment?
The contract has been established and cannot be unilaterally withdrawn. It should be amended or terminated through consultation. If there are grounds for invalidation or revocation, the party concerned may claim corresponding rights in accordance with the law.
Q5: How to preserve evidence when withdrawing or revoking a request?
The notice should be sent by methods that leave a trace, such as email or express delivery, and the delivery records should be kept. At the same time, the original quotation and the other party's reply should be preserved to determine the timing of the notice.
This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.
If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials to avoid missing the statutory time limit. →Business and commercial legal services·Beijing Henglue Law Firm
Disclaimer: This article is compiled based on the current effective laws and regulations and publicly available adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.