When a quotation becomes more than just a proposal
The practical reality
Many businesses assume that a quotation is non-binding.
In practice, this is often not the case.
A simple confirmation – even a short message such as “agreed” via email or WhatsApp – may already be sufficient to form a binding contract, even without a signed agreement.
The key question is therefore not what a document is called, but what it contains and how the other party could reasonably interpret it.
The legal point
A contract is formed through offer and acceptance.
Not every proposal qualifies as a binding offer. For that, the proposal must be sufficiently definite, or at least capable of being made definite.
A quotation can therefore constitute an offer, provided that its key elements are clear, such as what is being sold or delivered and at what price.
Importantly, not all details need to be fully worked out.
A contract may already arise if the essential terms are clear and the other party may reasonably rely on acceptance being sufficient to conclude the agreement.
Conversely, where essential elements are still open, or where it is clear that parties intend to continue negotiations, acceptance will not automatically result in a binding agreement.
What does this mean for your business?
In practice, disputes rarely arise from a single document. More often, they result from a combination of quotations, emails, and conduct.
For example, a Dutch Court of Appeal (Arnhem-Leeuwarden, 4 November 2025) held that no contract had been formed because the communication remained non-binding and agreement had not been reached on essential elements such as payment and delivery.
The line between negotiation and contract formation is therefore thin.
What you consider a non-binding quotation may already be a binding commitment. At the same time, extensive correspondence may still fall short of forming a contract.
This makes it essential to carefully manage your quotation process—whether you wish to maintain flexibility or, conversely, to quickly secure a binding agreement.
Legal tip for entrepreneurs
If you wish to retain flexibility in your quotation process, consider the following:
- Clearly state that your quotation is non-binding
- Include explicit reservations (e.g. price, delivery time, internal approval)
- Specify which elements are agreed and which remain open
- Avoid inadvertently confirming key terms in emails or messages
- Ensure that price, scope, and core terms are not unintentionally finalised
A well-structured approach helps prevent a commercial step from unintentionally becoming a legally binding obligation.
Key question for your business
Are you certain that an “agreement” on your quotation does not create more obligations than you intended?
If you would like us to review your quotations and commercial processes, feel free to contact us.
We are happy to assist with practical, workable solutions that are legally sound.