[Direct answer]In the Beijing area, when reviewing the wording of quotations, if the content is specific and clear (including the product name, specifications, quantity, price, and deadline), and it states that the offer is binding upon acceptance, it constitutes an offer—once the other party accepts it, a contract is formed, and the offer must be honored; if it merely introduces the product and states "prices are subject to contract" or "for reference only," it is an invitation to make an offer and is not binding; if the quotation includes a validity period, the offer cannot be withdrawn or the price increased at will during that period.

1. Problem background and typical scenarios

After the salesperson submitted the quote, the raw material prices rose, and the company wanted to withdraw the quote. The client retorted, "You've already stamped and confirmed it. Not selling it would be a breach of contract." There are also cases where companies sent a "product introduction + reference price," but the client directly placed a purchase order demanding that the goods be supplied at the reference price. The quote is the first document in a commercial transaction. Is it an "advertisement" or a "contract"? The boundaries are often blurred by both parties to suit their own needs.

II. Key points of contention

1. The criteria for distinguishing between an offer and an invitation to make an offer. 2. Interpretation of the legal effect of the wording in the quotation list. 3. Rules regarding the validity period of the quotation and its withdrawal. 4. Handling situations where the content of the commitment differs from the quotation.

III. Professional analysis by Henglue Law Firm

First Level: Legal Classification: An offer is an expression of intent to enter into a contract with others, with specific content and a clear indication that the offeror will be bound by the offeree's acceptance. An invitation to offer is an expression of hope that others will make offers to oneself (typical examples include prospectuses, auction announcements, and sent price lists) — Articles 472 and 473 of the Civil Code serve as the judicial framework for determining this distinction. Sending a price list is generally an invitation to offer, but if the quote sheet specifies "a certain quantity of products at a certain unit price, with a delivery date and an expiration date," it may be deemed an offer. Second Level: Interpretation of the Effectiveness of Language: A quote sheet stating "This offer is for reference only. The contract signed by both parties shall prevail" clearly lacks binding force. A quote sheet stating "Valid for 30 days, subject to expiration" constitutes a binding offer within that period, with the risk of breach of contract (e.g., withdrawing or revising the price) borne by the offeror. If no expiration date is specified, the validity period shall be determined based on commercial practices and reasonable timeframes — for commodities with volatile prices, courts may shorten the "reasonable period" accordingly. Third Level: Withdrawal and Revocation: Article 476 of the Civil Code stipulates that an offeror may not revoke an offer that has specified a fixed acceptance period or otherwise indicated its irrevocability. If the quote sheet specifies an expiration date, revoking a price increase during that period is unsupported. If no expiration date is specified and the offeree has not prepared for performance, the offeror may revoke the offer, but the revocation notice must reach the offeree before their acceptance. Fourth Level: Transformation of Acceptance: If the offeree's purchase order modifies the product specifications or quantity in the quote sheet, or adds payment conditions — this constitutes a new offer (counter-offer) that requires acceptance by the original offeror to form a contract. The final round of negotiation (e.g., stamping, counter-signing, or delivering goods according to contract terms) constitutes the confirmation of acceptance. Fifth Level: Practical Advice: Add three clauses to quote sheets to avoid pitfalls: 1. "This offer is an invitation to offer only. The final contract shall be governed by the signed agreement between the parties." 2. "The price is valid for XX days. We reserve the right to adjust prices based on market fluctuations." 3. "Quantities and delivery dates shall be subject to the order confirmation letter." 4. Implement tiered management of quotes: Use simplified versions for initial inquiries; formal quotes subject to approval and record-keeping. 5. For quotes intended to lock in prices, specify expiration dates and acceptance clauses to bind both parties.

IV. Practical suggestions and legal basis

First, identify the wording risks of the existing quotation sheets; Second, add disclaimers and expiration clauses to the template; Third, subject important quotations to approval and leave a record; Fourth, determine the nature of disputes according to the wording and transaction practices. Main legal basis: Articles 472, 473, 476, 477, 480, and 488 of the Civil Code of the People's Republic of China; the specific application shall be subject to the currently effective provisions.

5. Henglue Law Firm's Reminder

There are three sentences in the quotation list: the content that is specific and with an expiration date constitutes a binding offer, and the other party must accept the offer at the quoted price; the one marked "for reference only, subject to the contract" is an invitation to make an offer, leaving room for price adjustment; the three clauses of the quotation template are first set out, and the choice of fixing the price and disclaiming liability is both a business decision and a legal action. For disputes involving quotations and contracts, you can seek legal help throughBusiness and contract disputes in enterprisesWe can provide a comprehensive solution for services involving risk control in corporate transactions.Intellectual property protection and corporate lawFor reference, you can check the section related to the enforcement of debt recoveryCreditor's rights and debts, and enforcementFor columns involving the review of special contracts, you can consult us for adviceSpecial servicesTeam.

VI. Frequently Asked Questions

Q1: Is the quotation sheet binding even if it's not stamped with a seal?

Yes. If the content of the electronic quotation, email quotation, or WeChat quotation is specific and includes an expiration date, it also constitutes an offer. Whether it is stamped or not is not the only criterion for judgment; the wording is what really matters.

Q2: Can the price increase of raw materials result in the withdrawal of the already issued quotation?

The offer shall not be revoked during the validity period specified therein; if the commitment period has not been determined and the other party has not yet made a commitment or prepared for performance, the offer may be revoked before the notice of commitment arrives.

Q3: If the other party changes the order quantity and then sends it back, does that count as a promise?

A substantial change constitutes a new offer. If the core terms such as quantity, price, and payment method are modified, the original bidder must confirm them again before the contract is established.

Q4: If the quotation sheet says "for reference only", does that mean the company won't be held liable in any case?

Generally, it does not constitute a contractual obligation, but if the two parties have actually carried out the transaction according to the price, the actual performance can rectify the contractual relationship, and the price will still be determined according to the actual performance.

Q5: What should I do if the other party fails to make a commitment within the validity period?

The validity period will automatically expire; if you want to adjust the price during this period, you should notify the other party in writing that the original quotation is invalid and update the version to avoid disputes caused by the mixing of old and new quotations.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the interpretation of the law in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, so as to avoid missing the statutory time limit. →Corporate 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. In case of disputes, please consult a practicing lawyer in time.