The quotation and purchase order differ, which terms govern?

Illustrative image

The sales team may agree a price, then receive a purchase order changing payment dates or adding penalties and warranty terms, with supply starting before anyone notices, the question becomes what agreement both parties accepted and which documents and actions demonstrate that acceptance.

Trace offer and acceptance

The Saudi Civil Transactions Law permits express or implied expressions of intention, subject to statutory requirements, agreement and the nature of the transaction, an acceptance containing a modification is treated as a rejection with a new offer, so a purchase order changing the terms cannot simply be assumed to confirm the quotation. If the parties agree on essential matters and defer non-essential ones, the contract may still be formed despite unresolved differences on those matters, unless they make formation conditional on a later agreement on them.

Check the quotation’s date and validity, the response and who approved changes, silence is not invariably acceptance, its effect depends on rules concerning agreement, circumstances and previous dealings.

Agree a clear order of documents

A purchase order does not automatically outrank a quotation because of its title or date, a transaction may include a framework agreement or incorporated general terms, establish which documents actually form the agreement and their relationship.

A practical solution is to list documents and version numbers, agree priority in case of conflict and identify terms requiring separate approval, inserting this order into an internal template alone does not establish the other party’s acceptance.

Performance may change the evidence

Shipment, receipt of a payment or an email confirmation may be significant in context, but none alone proves acceptance of every printed condition, collect correspondence concerning the final version, reservations sent before performance and evidence of representatives’ authority.

Keep attachments as received with their dates and present a coherent file, an isolated screenshot or incomplete form may omit a material qualification and obscure how the contract was formed.

Make comparison a business procedure

Compare the quotation and purchase order before preparation and invoicing, involving commercial and legal specialists when a material difference arises, the delivery team should know the company’s commitments and what remains under negotiation.

• Match price, quantity, taxes and scope.
• Review payment, delivery, warranty and penalties.
• Record acceptance of amendments and the final reference for performance.

Before fulfilling an order, seek a review connecting transaction documents with their acceptance, clarifying differences supports confident collection and delivery decisions and reduces later disputes.

General educational content, not a substitute for advice on your facts and documents, and not a guarantee of any outcome.

Translations refer to Saudi law, consult the official legal text when applying it.