Counter Offer

Counter Offer is a response in international trade where the offeree does not fully agree to the terms of the offer and proposes modifications or changes. Legally, it constitutes a rejection of the original offer and forms a new offer. A counter offer usually occurs after the buyer receives the seller's offer and disagrees with terms such as price, payment method, or delivery time; or when the seller makes a counter-proposal to the buyer's inquiry/offer. Use cases include: bargaining, changing packaging, adjusting quantity or shipping method, etc. Notes: Once a counter offer is made, the original offer becomes invalid, the counter-offering party becomes the new offeror, and the original offeror is no longer bound; the counter offer must be clear and complete, avoiding vague wording; if the other party accepts the counter offer, the contract is formed. Difference from 'Acceptance': Acceptance is unconditional agreement to the original offer, and the contract is formed; a counter offer is conditional agreement, causing the original offer to lapse and creating a new offer. Difference from 'Inquiry': An inquiry asks about transaction terms and has no legal binding force; a counter offer has legal effect. Difference from 'Rejection': Rejection is a direct refusal without proposing new terms; a counter offer rejects the original offer but proposes new terms.