Unit 7 Counter-Offer and Counter-Counter-Offer

I. Introduction

1. Definition of a Counter-Offer and Counter-Counter-Offer

Definition of Counter-Offer A counter-offer is an offer made usually by the buyer, in response to a previous offer during negotiations for a final contract. After receiving an offer, the buyer may think the offer is not reasonable through his careful study of the offer and the current market situation. Then, in reply to the offer, he shows his disagreement to certain terms and conditions made by the seller and requires some changes of the terms and conditions. Thus, the buyer makes a counter-offer.

From the above, we can say, a counter-offer is virtually a partial or full refusal and amendment to an offer. A counter-offer may be directed against the price, or packing, or shipment or other important trade terms. Making a counter-offer automatically rejects the prior offer, and signifies that business has to be negotiated on the renewed basis. This process may be oral, through meetings or telephone conversations, but mostly by written correspondence between the two parties.

Definition of Counter-Counter-Offer Receiving a counter-offer, the former offerer or the seller now becomes the offeree and he also has the right of acceptance or refusal. If he finds some terms and conditions of the buyer’s counter-offer unacceptable to him, he may state his own opinions in a letter, which is called as a counter-counter-offer.

In international trade practice, counter-offer and counter-counter-offer are of greatest importance. As both the seller and the buyer tend to drive a hard bargain, this process of counter-offer and counter-counter-offer can go on for many rounds till a transaction is finalized or called off. During this process, the parties should make their counter-offers or counter-counter-offers with great care and with an eye to future business.

2. Contents of a Counter-Offer or Counter-Counter-Offer Letter In counter-offer or counter-counter-offer letters, the seller or the buyer should clearly state his objections to certain terms and conditions offered and convince the other party of his position. Therefore, he should give proper reasons to support his objections and then state his own proposals most explicitly so as to avoid ambiguity or misunderstanding.

The contents of counter-offer and counter- counter-offer letters are about the same. They often cover the following points: (1) Express thanks for the offer or the counter- offer; (2) Apologize for disagreement to certain term or terms; (3) State reasons for disagreement; (4) Put forward concrete suggestions or amendments to the former offer or counter-offer; (5) Express hopes of an early reply.

3. Trade Terms Trade terms, also called price terms, make up an important part of price and present the division of responsibilities, costs and risks between the seller and the buyer. A trade term is usually expressed by a shorthand expression or a three-letter abbreviation.

3.1 International Trade Practices on Trade Terms There are three international trade practices on trade terms : Warsaw-Oxford Rules 1932 Revised American Foreign Trade Definitions 1941 Incoterms 2000

Warsaw-Oxford Rules 1932, W. O. Rules 1932 for short, is made to interpret the CIF term by International Law Association and is actually seldom adopted now. Revised American Foreign Trade Definitions 1941 gives its interpretation to 6 terms including Ex, FOB, FAS, C&F, CIF and Ex Dock, which has considerable influence among American countries.

International Rules for the Interpretation of Trade Terms 《国际贸易术语解释通则》 Incoterms 2000, the latest edition of Incoterms, are devised and published by the International Chamber of Commerce (ICC for short). The word Incoterms is the combination of three words: International Commercial Terms. Incoterms 2000 are standard trade definitions most commonly used in international sales contracts.

货物交付过程中需完成的事项： 出口 报关手续（含许可证等批文）及关税费支付， 运输合同的订立和运费支付，货运投保手续及保险 费支付，货物的装卸及费用，进口清关手续及税费 支付，货物从目的港延运至目的地的手续及费用等。 责任（ Responsibility ）指该项手续应由谁办理。 费用（ Cost ）指为办理该手续所产生的有关费用由 谁承担。 风险（ Risk ）的划分指货物在运输途中各阶段的损 坏或灭失损失由谁承担，或者灭损发生后由谁向责 任人（保险公司或运输人）办理索赔手续。

3.2.1 Commonly Used Trade Terms

(1) FOB Free on Board (…named port of shipment ) 船上交货（ …… 指定装运港） “Free on Board” means that the seller delivers when the goods pass the ship’s rail at the named port of shipment. The buyer has to bear all costs and risk of loss of or damage to the goods from that point. This term can be used only for sea or inland waterway transport. 交货地点：装运港 风险转移界限：装运港船舷

(2) CFR Cost and Freight (... named port of destination) 成本加运费（ …… 指定目的港） “Cost and Freight” means that the seller delivers when the goods pass the ship’s rail at the port of shipment. The seller must pay necessary costs and freight to bring the goods to the named port of destination but the risk of loss of or damage to the goods, as well as any additional costs due to events occurring after the time of delivery, are transferred from the seller to the buyer. 交货地点：装运港 风险转移界限：装运港船舷

(3) CIF Cost, Insurance and Freight (... named port of destination) 成本、保险费加运费（ …… 指定目的港） “Cost, Insurance and Freight” means that the seller delivers when the goods pass the ship’s rail at the port of shipment. The seller must pay necessary costs and freight to bring the goods to the named port of destination but the risk of loss of or damage to the goods, as well as any additional costs due to events occurring after the time of delivery, are transferred from the seller to the buyer. However, under CIF the seller also has to make a contract for marine insurance and pay the insurance premium against the buyer’s risk of loss of or damage to the goods during the carriage.

The main difference between CFR and CIF is that CIF requires the seller, as well as to arrange for carriage, to arrange and pay premium for (a minimum cover) insurance of the shipment. The CIF term can also be used only for sea and inland waterway transport. 交货地点：装运港 风险转移界限：装运港船舷 FOB, CIF, CFR 三种价格术语交货点均为装 运港，风险点均以在装运港越过船舷时从卖 方转移至买方。

Symbolic delivery 象征性交货 指卖方只要按期在约定地点完成装运，并向买方提 交合同规定的包括物权凭证在内的有关单证，就算 完成了交货义务，而无须保证到货。 Physical delivery 实际交货 指卖方要在规定的时间和地点，将符合合同规定的 货物提交给买方或其指定人，而不是以交单代替交 货。

(4) FCA Free Carrier (... named place) 货交承运人（ …… 指定地点） “Free Carrier” means that the seller delivers the goods to the carrier nominated by the buyer at the named place. The risks and costs pass to the buyer when the goods are delivered to the carrier. The term FCA can be used for any mode of transport, especially for container and multimodal transport. 交货地点：出口国内地、港口 风险转移界限：第一承运人处置货物后

(5) CPT Carriage Paid to... (...named place of destination) 运费付至（ …… 指定目的地） “Carriage Paid to…” means that the seller delivers the goods to the carrier arranged by him and pay the cost of carriage to bring the goods to the named destination. Delivery and the transfer of risk to the buyer occur when the goods are delivered to the carrier. If there is more than one carrier, risk transfers when the goods are delivered to the first carrier. The CPT term requires the seller to clear the goods for export and bear the costs of freight and export.

This term is similar to CFR, but CFR can only be used for transport by sea or inland waterways while CPT can be used for any mode of transport, including multimodal transport. 交货地点：出口国内地、港口 风险转移界限：第一承运人处置货物后

(6) CIP Carriage and Insurance Paid to... (...named place of destination) 运费和保险费付至（ …… 指定目的地） “Carriage and Insurance Paid to” means that the seller delivers the goods to the carrier arranged by him, not only paying the cost of carriage to bring the goods to the named destination but also contracting for insurance and paying the insurance premium on a minimum cover against the buyer’s risk of loss of or damage to the goods during the carriage. CIP is similar to CIF, but is used for any mode of transport and not merely transport by sea or inland waterways. 交货地点：出口国内地、港口 风险转移界限：第一承运人处置货物后

3.2.2 Other Terms

(1) EXW EX Works (... named place) 工厂交货（ …… 指定地点） “Ex Works” means that the seller delivers when he places the goods at the disposal of the buyer at the seller’s premises or another named place (i.e. works, factory, warehouse, etc.) without any obligation to load the shipment. This term thus represents the minimum obligation for the seller. EXW is used for any mode of transport. 交货地点：商品产地、所在地 风险转移界限：买方处置货物后

(2) FAS Free Alongside Ship (…named port of shipment ) 船边交货（ …… 指定装运港） “Free Alongside Ship” means that the seller delivers when the goods are placed alongside the vessel at the named port of shipment. The FAS term requires the seller to clear the goods for export. This term can be used only for sea or inland waterway transport. 交货地点：装运港口 风险转移界限：货交船边后

(3) DAF Delivered at Frontier (...named place) 边境交货（ …… 指定地点） “Delivered at Frontier” means that the seller delivers when the goods are placed at the disposal of the buyer on the arriving means of transport not unloaded, cleared for export, but not cleared for import at the named point and place at the frontier, but before the customs border of the adjoining country. The risk passes to the buyer at delivery on the frontier.

This term may be used irrespective of the mode of transport when goods are to be delivered at a land frontier. 交货地点：两国边境指定地点 风险转移界限：买方处置货物后

(4) DES Delivered Ex Ship (... named port of destination) 目的港船上交货（ …… 指定目的港） “Delivered Ex Ship” means that the seller delivers when the goods, not cleared for import, are placed at the disposal of the buyer on board at the named port of destination. The seller has to bring the goods to the named port of destination and bear all the costs and risks before discharging. This term can be used only when the goods are to be delivered by sea or inland waterway or multimodal transport on a vessel at the port of destination. 交货地点：目的港口 风险转移界限：买方在船上收货后

DES 是名副其实的到岸价。 DES 和 CIF 的原则性区别有： 1 、交货地点不同。 2 、风险划分不同。 3 、交货方式不同。 4 、费用负担不同。

(5) DEQ Delivered Ex Quay (... named port of destination) 目的港码头交货（ …… 指定目的港） “Delivered Ex Quay” means that the seller delivers when the goods, not cleared for import, are placed at the disposal of the buyer on the quay (wharf) at the named port of destination. The seller has to bear costs and risks involved in bringing the goods to the named port of destination and discharging the goods on the quay (wharf). The DEQ term requires the buyer to clear the goods for import and pay for all formalities, duties taxes and other charges upon import. This term can be used only when the goods are to be delivered by sea or inland waterway or multimodal transport on a vessel at the port of destination. 交货地点：目的港口 风险转移界限：买方在码头收货后

(6) DDU Delivered Duty Unpaid (... named place of destination) 未完税交货 （ …… 指定目的地） “Delivered Duty Unpaid” means that the seller delivers the goods to the buyer at the named place of destination, without clearing the goods for import and unloading the goods from any arriving means of transport. The seller has to bear the costs and risks involved in bringing the goods thereto, not including, where applicable, any “duty” (which includes the responsibility for and the risks of the carrying out of customs formalities, and the payment of formalities, customs duties, taxes and other charges) for import in the country of destination. Such “duty” has to be borne by the buyer as well as any costs and risks caused by his failure to clear the goods for import in time.

This term may be used for any mode of transport but when delivery is to take place in the port of destination on board the vessel or on the quay (wharf), the DES or DEQ terms should be used. 交货地点：进口国内 风险转移界限：买方在指定地点收货后

(7) DDP Delivered Duty Paid (... named place of destination) 完税后交货 （ …… 指定目的地） “Delivered Duty Paid” means that the seller delivers the goods, cleared for import but not unloaded from any arriving means of transport, to the buyer at the named place of destination. The seller has to bear all the costs and risks involved in bringing the goods thereto including, where applicable, any “duty” (which includes the responsibility for and the risk of the carrying out of customs formalities and the payment of formalities, customs duties, taxes and other charges) for import in the country of destination. The term is the only one that requires the seller to clear the goods for import.

While the EXW term represents the minimum obligation for the seller, DDP represents the maximum obligation. This term may be used for any mode of transport, including multimodal transport. 交货地点：进口国内 风险转移界限：买方在指定地点收货后

Letter 1 A Buyer’s Counter-offer

 Language Points  Different Expressions  find our prices reasonable 认为我方价格合理  find our prices competitive 认为我方价格具有竞争性  find our prices in line with the market 认为我方价格与 市价一致  find our prices workable 认为我方价格可行  find our prices acceptable 认为我方价格可接受 We find your prices are on the high side 认为你方价格偏高 find your price too high 认为你方价格太高

On the high side 谈论价格高到什么程度： Your price is a bit /a little high. 你方价格有点高。 Your price is on the high side. 你方价格偏高。 Your price is excessive. 你方价格过高。 Your price is rather high. 你方价格相当高。 Your price is too high. 你方价格太高。 Your price is prohibitive. 你方价格高得令人望而 却步。 Your price is high. 你方价格高。

以上是说价格高，而价格低可以说： Your price is low. 你方价格低。 Your price is on the low side. 你方价格偏低。 Your price is too low. 你方价格太低。 我们还常说： Your price is competitive. 你方价格有竞争力。 Your price is acceptable. 你方价格可接受。 Your price is reasonable. 你方价格是合理的。 Your price is attractive. 你方价格有吸引力。 Your price is unreasonable. 你方价格不合理。 Your price is unworkable. 你方价格做不开。 Your price is impracticable. 你方价格不可行。 Your price is infeasible. 你方价格行不通。

在商业书信中，我们常常可以看到许多表示商品 或货物的词汇，如： commodity, goods, merchandise, article, cargo, material, item, product 等。 commodity 是比较正式的用语，通常指较大范围的 商品，尤其指一个国家的主要商品。 commodity 是可数 名词。 goods 不是指一件商品，而是统指货物。 goods 永 远是复数形式，不能与数词连用。 merchandise 也是泛指商品，不特指某一商品，但 没有复数形式，前面也不可加不定冠词。 article 作商品解时，常常指一种商品，同一种商 品而有不同规格，商品编货号，常用此词。 Cargo = goods carried in a ship 。即船上所载的货物。 如： The steamer sailed with full cargo. 该轮满载起航。 注意这里不能用 goods 代替 cargo 。

说到与装运有关的货物时也可以用 cargo, 但不如 goods 普通。如： We expect to ship the goods ( 可用 cargo) in a few days 。 如果不是在船上的货物，又跟 装运没有关系的货物，不能用 cargo, 如： As soon as the goods ( 不能用 cargo) are available, we will call you. material 一般指作原料用的商品。 item 名词 item 本义是 “ 项目 ” ，但在商业函件中常用 来代表前面提到的货物，如： We note your are interested in walnut meat but regret to advise that this item is not available at present. 尤其在介绍目录中的商 品项目时常用此词，如： You can buy these items through the catalogue. 你能从目录中买到这些项目。 product 指产品。

 at one ’ s level 按某人的价格 level n. 水平；（商业英语中引申为价格） 我方不能按你方价格达成交易。 We cannot close business at your level. to sell something at your level. 按你方价格出售 某物。 或 to sell something at our level. 按我方价格出售 某物。 如果你方能降价则交易成交有望。 Business is possible if you reduce your level.

the best we can do 我方至多所能做的；我方能 够做得最好的 类似表达法： △ the further we can go △ all we can do 当买方对卖方说 the best we can do 往往指把价 格稍提高一点；反之，当卖方对买方说 the best we can do 则指将价格稍降低一点。当然，除了 指价格外， the best we can do 还可以指其它的 交易条款，如支付条件、交货期、装运条件等。

The market is declining. 行市下跌 The market is strong. 行市坚挺 The market is firm. 行市坚挺 The market is strengthening. 行市坚挺 The market is brisk. 行市活跃 The market is active. 行市活跃 The market is weak. 行市疲软 The market advances. 行市上涨 The market rises. 行市上涨 The market soars. 行市上涨 The market stiffens. 行市坚挺 The market hardens. 行市坚挺

Letter 2 A Seller’s Counter-counter-offer

conclude v. 达成；得出结论 conclude business 达成交易 conclude a transaction 达成交易 come to terms 达成交易 close a bargain 达成交易 close a deal 达成交易 put the deal through 达成交易  Language Points

see one’s way clear to do sth. 设法做 … ；有可能做 … △ see one’s way clear to doing sth. 我方无法再增加数量。 She didn’t see her way clear to lending me the money I needed. 她没有可能把我需要的钱借给我。 We cannot see our way clear to increase the quantity.

Letter 3 A Buyer’s Counter-offer

Language Points on usual terms usual terms 表示按惯常条款, 也可以用 terms as usual 代替 usual terms, 用 according to, under 代 替 on 。 如： ……, offering us 50 tons of the captioned goods at Stg. 235 per ton CFR Shanghai on (according to, under ) usual terms (terms as usual). ……, 按惯常条款给我方 50 吨标题货物 报盘

at your earliest convenience ph. 尽早的；早日的 ; 立即  Similar Expressions at an early date at an early moment as soon as possible before long by (on, at) the earliest opportunity without (any ) delay

Letter 4 A Seller’s Counter-counter-offer

 Language Points out of line with 与 … 不一致 你方价格颇为合适，但交货期太长。 你方所询购的货物超出我们的经营范围。 in line with 与 … 一致 Your price is quite in line, but the time of delivery is too distant. The goods you enquired is out of line with the scope of business activities. Your price is entirely out of line with the price ruling in the present market. 你方的价格与现行的市场价格完全不一致。

 Useful expressions on Prices:  the present price 现行的价格  the ruling price 现行的价格  the going price 现行的价格  the prevailing price 现行的价格  the current price 现行的价格  the prevalent price 现行的价格

Answer of Exercises 1. Complete the following sentences by translating the part in Chinese into English. (1) In order to conclude the business ( 为了做成这 笔交易 ), let’s meet each other half-way. (2) With reference to your offer of June 6, we think that your price is out of line with our market （你 方的价格与我地市场不相符合）. (3) The prices you quoted, however, are found too much on the high side （偏高）.

(4) As you may know, some countries are actually underselling the goods by lowering their prices ( 削 价抛售 ). (5) Our goods have met with a warm reception in your country at this price, so we regret that we are unable to accept your count-offer for the time being ( 因此，很遗憾我方目前不能接受你方还盘 ).

2. Read the following sentences and try to find out the mistakes and make corrections. There is one mistake in each sentence. (1) The demand of our products exceeds the supply even if some makers are selling their same kinds of goods in low prices in big quantities. in → at (2) We will grant you 6% discount for the order amount to 20,000 pound. amount → amounting

(3) We have received a lot of inquires from buyers in other directions and we believe our price fixes at a reasonable level. fixes → is fixed (4) Much we fully appreciate your position; we regret to say that we cannot comply with your request for further reduction. Much → Much as (5) It is most probable that the prices will rise still more, so it is to your interest to place your orders with the least delay. with → without

3. Translate the following sentences. Part I Translate the following sentences into English. (1) 鉴于我们之间长期的贸易关系，我方才以这个 价格向你方做还盘。 It is in view of our long-standing business relations that we make you a counter-offer at this level. (2) 谢谢你方 3 月 25 日对标题货物的报盘及随函附 寄的样品。 Thank you for your offer of March 25 for the captioned goods and for the enclosed samples.

(3) 我方同意你方所报的价格，但想知道订单值在 5000 美元以上时，你方能否给 4% 的同行折扣。 We agree to your price, but should like to know if you are prepared to grant us a trade discount of 4% for an order exceeding US ＄ 5,000. (4) 我方报价是以合理的利润为根据的，也就是说 符合当前市场的价格水平。 Our price is based on reasonable profit, that’s to say, it comes in line with the prevailing market level. (5) 如果你方坚持自己的价格，不做任何让步，我 们没必要继续谈下去了。 If you insist on your price and refuse to make any concession, there will be not much point in further discussion.

Part II Translate the following sentences into Chinese. (1) As we have cut our price to the lowest point, we regret being unable to accept your counter-offer. 我方价格已降至最低，很遗憾不能接受你方还 盘。 (2) Information indications that the market is declining, we hope, therefore, you will consider our counter-offer most favorably. 有迹象表明行市正在下跌， 因此我方希望你方 很好地考虑我方还盘。

(3) Please keep us advised of your requirements. 请随时告知我方你方要求。 (4) Our goods are the best-selling in the overseas market owing to their high quality and reasonable price. 我方货物由于质量优良且价格合理，在海外市 场上是最畅销的。 (5) In order to make the business concluded, let’s meet each other half-way and make it ￡ 450 per set CIF London. 为了做成这笔交易，我们双方都作些让步，把 价格定在每台 450 英镑伦敦成本保险费加运费价。

Dear Sirs, We have received your offer of May 6, 2007 for 1000 raincoats and the samples. Many thanks for it. Your offer is not acceptable to us because the price of US ＄ 5 per piece CFR Shanghai is too high, compared with those we get from elsewhere. If you could reduce the price to US ＄ 4.5 per piece, we might come to business. We expect your favorable reply. Yours faithfully,

Dear Sirs, We note from your letter of May 12, 2007 that the price we offered for the raincoat is found to be on the high side. In fact, considering the quality of the raincoat offered, our price is reasonable. However, in view of our long- standing business relations, we agree to accept your counter-offer. We await your favorable reply. Yours faithfully,