Writing a Quotation That Holds

The email that arrives eleven weeks late

The quotation went out on a Tuesday in March. Nothing came back. You chased once, got a polite line about the loft still being discussed with the wife's brother, and wrote the job off the way you write off two out of every three. Then, in the first week of June: sorry for the delay, we would like to go ahead, can you start in three weeks. The number at the bottom of that March document rests on a merchant quotation for structural timber that expired in April, six of your own days costed at winter rates, and a plasterer who has since put his day rate up.

There are three moves available and two of them are bad. Honour it and you have bought the customer a discount you never agreed to, on a job you will resent for the whole six weeks it runs. Withdraw it flatly and you have lost the work, and depending on what the document said you may have withdrawn something you no longer had the right to withdraw. The third move is to open your own quotation and find out what it actually said about this exact situation — and whether it said anything at all, which is the usual answer.

Almost nothing about those eleven weeks was under your control. What the document said was entirely under your control, for about twenty minutes, on a Tuesday in March. This page is about those twenty minutes: the word at the top, the dates, what a silence in your own drafting commits you to, and whose terms are running once somebody starts. How the total itself was assembled — the year's overhead, the divisor, the recovery on an hour of somebody else's time — is a different division and it is worked through on the page about pricing your own work.

One of these words is an offer and the other one is an opinion

In ordinary trade use an estimate is your considered opinion of what work will probably cost, and a quotation is an offer to do defined work for a defined sum. That is not a difference of tone. An offer is capable of being accepted, and acceptance closes the contract at that number without any further act from you: no signature, no confirmation, no second thought. The Restatement (Second) of Contracts puts the test plainly at section 24 — a manifestation of willingness to enter a bargain, so made that the other person is justified in understanding that their assent will conclude it. Every clause of that sentence is under your control while you type.

The header does not settle which one you sent. A document titled Estimate that carries a single fixed total, a start date and a validity period reads as an offer to anybody who receives it, and it will be treated as one. A document titled Quotation with six lines marked TBC has not offered anything definite enough to accept, whatever it calls itself. What actually decides it is whether the reader can say yes and know exactly what they have bought. If they can, you have made an offer; the word at the top is a label on the outside of the box.

So if you mean an estimate, write one properly rather than writing a quotation and hedging it with the word approximately. An honest estimate states its basis of calculation: the rate, the assumed quantity, the assumed duration, and what gets measured on completion. That is also what the law asks for where a price genuinely cannot be fixed in advance. The information a trader must give before an off-premises consumer contract — the kitchen table, where most domestic work is agreed — is listed in Schedule 2 to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and it includes the total price inclusive of taxes or, where that cannot reasonably be calculated in advance, the manner in which the price is to be calculated. Around eight, give or take, is neither.

Getting it wrong is asymmetric and it lands on you both ways. Perform under a document that turns out not to have been a fixed price and you are entitled to a reasonable price — section 51 of the Consumer Rights Act 2015 supplies one where none was agreed — which in practice means an argument you fund out of working capital while it runs. Perform under one that turns out to have been a fixed price when you thought you were sketching a figure, and the number is simply the number. The second happens far more often, because a hedged quotation still looks exactly like a price to somebody reading it in their own kitchen.

What you did not say, you have agreed to

There is an old drafting principle that ambiguity is read against whoever wrote the words, and for consumer work in the United Kingdom it is no longer a principle, it is a section. Section 69 of the Consumer Rights Act 2015 says that if a term in a consumer contract could have different meanings, the meaning most favourable to the consumer prevails. You are the drafter. Every ambiguity you leave is resolved against you by statute, without the client having to prove you meant it the generous way. That sentence should shape the scope page more than any commercial consideration on it.

A scope line needs four things: a verb, an object, an extent and a standard. Plastering is not a line. Skim in two coats to the four walls and ceiling of the rear reception, twenty-four square metres measured net of the new opening, ready for decoration by others, is a line. The extent is the part habitually left out and it decides whether the hallway is an extra or a favour. Quantities carry their own trap, because the figure you priced is a net measure and the figure you ordered carries a waste allowance on top of it; put the net measure on the quotation and keep the ordering quantity on your own sheet, or you have quietly told the client they are buying offcuts.

Supply and fix against fix only is the single most common ambiguity in domestic quotations, precisely because the trade says supply and fit so automatically that it stops getting written. If the client is buying the tiles, say so on the tiling line. Then say what you have assumed about breakage and shortfall, and who goes back to the showroom when the batch runs out three square metres short on a Friday afternoon. That last sentence costs nothing to write and settles an argument that otherwise happens at the worst possible moment in the job.

The exclusion and the assumption are two different instruments and a good quotation carries both. An exclusion says a thing is not in the price and not your responsibility. An assumption says the price was built on a stated state of affairs, and that if the state of affairs is different, the difference is a variation. On refurbishment the second is far more useful, because most of what worries an experienced estimator is not something he can decline — it is something whose extent nobody can see yet. Allowances, provisional sums and prime cost sums are a third instrument again, defined for measured work in RICS New Rules of Measurement 2, and how a buyer reads all three is covered on the quote-comparison page. What belongs here is only the choice between the two you write yourself.

One last thing about silence: there is no such thing as an implied inclusion in your favour, and there are implied terms running against you whatever the document says — section 49 of the Consumer Rights Act 2015 requires reasonable care and skill, and section 57 makes that particular term one you cannot exclude or restrict, so no wording of yours displaces it. Nor does burying a term help, because section 68 requires written terms to be transparent. Small print buys the same words, read less kindly.

1. Open with a verb that describes an operation, not a noun that names a trade. Somebody has to be able to tell from the line whether it has been done.
2. State the extent as a measured quantity with its unit, and name the sheet and revision letter it came off.
3. Name the standard or finish the line ends at, and say who picks the work up from there.
4. Say who supplies the material, and what happens if it runs short or arrives damaged.
5. Put the net measured quantity on the quotation and keep the waste-loaded ordering quantity on your own take-off sheet.
6. Read the line back as an opponent would. If a stranger finds a second meaning, that is the meaning that applies to you.

Whose terms, when both of you sent some

Your quotation has terms on it. If the client is a business, the order that comes back has terms too, and the two are almost never compatible. Which set governs is decided by sequence rather than merit: at common law an acceptance that varies the offer is a counter-offer, and performance without objection accepts whatever document was last put on the table — the last shot. For goods the Uniform Commercial Code breaks that deliberately at section 2-207, where a definite expression of acceptance operates as one even while stating additional terms, and between merchants those terms join the contract unless the offer limited acceptance to its own, they materially alter it, or objection has already been given.

The practical consequence for a small firm is short and unwelcome. Turning up is acceptance. The commonest way a subcontractor ends up working under a main contractor's conditions — a payment period nobody agreed, a set-off clause nobody read, a retention nobody priced — is by receiving an order that says so on the second page and starting on the Monday. If the order that comes back differs from the quotation that went out, the objection has to be in writing and it has to be before anyone starts, which means somebody has to read the thing that week rather than putting it in the job folder.

Incorporation has its own timing rule and it catches people who did everything else right. A term is only in the contract if the other side had a fair opportunity to see it before they accepted. Conditions on the back of the invoice are too late by weeks. A link in the covering email is usually early enough, but it leaves you to prove what the page said that day. Reference the terms on the face of the quotation, above the signature block, in the same file, and keep the exact version that went out as a dated document of your own — because in two years the argument will be about which version applied, and a live web page edited since proves nothing.

What has to be legible on the face of it

Start with identity, because a sole trader and a limited company are different defendants and a trading name is neither. Where the work is done through a company, the quotation is an order form and a business letter for the trading disclosure rules made under section 82 of the Companies Act 2006: the registered name, the part of the United Kingdom it is registered in, the registered number and the registered office all belong on it. Read that as red tape if you like, but its commercial point is its legal one — the reader is entitled to know who they are contracting with, and a document carrying a trading name and a mobile number leaves that open in the direction that suits nobody honest.

The rest is a checklist, and the discipline is that it fits on the face of the document rather than in an appendix nobody opens. One point is easy to get wrong at the moment of signing: where the contract will be concluded away from your business premises, which is most domestic work, the information required by the 2013 Regulations has to be given on paper or, if the consumer agrees, in another durable medium. An emailed PDF is one. A thorough conversation on the doorstep is not, however honestly conducted. The cancellation rights that follow, and the work the Regulations carve out of them, are covered on the stage-payments page.

1. The contracting entity in full, with the company number, place of registration and registered office where it is a company.
2. A scope reference and revision, naming the drawings and revision letters the take-off was measured from.
3. One total, with the tax position on its face — inclusive, exclusive, or reverse charge where the customer is within the Construction Industry Scheme.
4. The date the prices were struck and the date the offer lapses, both printed, neither implied.
5. Assumptions and exclusions on the price page, each written as a named thing rather than a category.
6. The rate varied work will be valued at, and how it has to be instructed before it is carried out.
7. How acceptance is to be given and by when — signed and returned, or an order quoting this document's number and revision.

Send it, then do the one thing almost nobody does

Keep the exact file that went out, dated, in the job folder rather than only in the sent items of an email account you will change providers on. Then put the lapse date in your own diary, because the document is in the client's inbox and the diary is the only copy that will interrupt you. Those two habits take a minute between them and they are what turns the wording of the last five sections into something that actually operates.

When the acceptance arrives eleven weeks late, the answer is neither of the two obvious ones. Re-issue: the same scope page, the same assumptions, the same exclusions, rebuilt prices, a new date struck and a new lapse date, with a covering line saying plainly that the March quotation lapsed in April and this is the same job repriced. It takes twenty minutes rather than an evening, because the scope page is the part that took the work and none of it has changed. It is also the most persuasive move available, because the client learns that your document meant what it said, which is the whole reason to believe the new one. A firm that quietly honours a lapsed price has taught its customer that the dates on its paperwork are decoration.

None of this makes a quotation more likely to be accepted, and it is worth being honest that some of it makes a document slightly harder to say yes to. What it does is make the price survive being said yes to later. Three months on, the thing that decides whether the figure still stands is not the figure. It is whether both people reading the document still agree on what it was a price for, when it stopped being available, and what happens to it if the floor comes up and the joists are not what anybody said they were.