Mahi Manchanda 25 June 2022
When the offeree offers a qualified acceptance of the offer subject to modifications and variations in terms of the original offer, he is said to have made a counter offer. A counter offer is a rejection of the original offer. The terms and conditions on invoice are not a counter offer but merely standard terms and conditions of sale.
Buyer signs the invoice which includes written terms and conditions which are binding on the parties. That becomes a binding written agreement and allows the Seller to effectively and efficiently enforce the terms.
I hope this answers your question.
Have a good day!
Adv. Ravish Bhatt, ADIT, CIOT (Dual Qualified lawyer/ Solicitor International Tax Affiliate CIOT) 21 July 2022
Normally an invoice will be raised by supplier at the time of supply of goods after a purchase order/ work order (containing terms of supply / payment etc.) is issued by purchaser and accepted by supplier. In such scenario, it will be difficult to term such an invoice as a counter offer as binding contract has already come into existence in form of PO/ WO. Possibly it could be construed as seeking to vary the terms of a PO/ WO and the same cannot happen without buyer’s concurrence. Buyer can continue to act in terms of the Purchase Order / WO, accept the goods and simply communicate that additional terms are not accepted.
If an invoice is issued without a purchase order/ work order having been sent and accepted, terms contained there may be construed as offer/ counter offer.