国际商务函电第六章：counter offers
原创商务函电 课件总结 Chapter 5 Counteroffers
Chapter 5 CounteroffersAttention Points:•国际贸易中，由于进出口双方的立场不同，对于一方的发盘，另一方不会立即接受，而是会进行还盘。
而对于还盘，很有可能出现再还盘，周而复始就构成了交易磋商的主要过程。
交易磋商的主题很多，可以是前面提到的价格，也可以是装运期，包装，支付条件，检验等等。
因此一封交易磋商函，开头（确认收到对方来函）和结尾（劝说对方接受的结尾）是一样的，主体部分还是有很大不同。
•一般而言，双方都需要让步，并尽量说服对方，出口方可以以优惠的付款方式来维持高价，或者以较早的交货期来争取较大的订单。
当然，强调产品的品质以及活跃的市场情况也是比较常见的方法。
总之，写交易磋商函的关键在于以适当的理由，从适当的角度，提出各种条件，来促进早日成交，毫无理由的拒绝和接受都是不可取的。
Specimen Letter 1To step up the trade, on behalf of our end-users, we counteroffer as follows, subject to your confirmation reaching us before the end of this month: At $26.00 per piece CFR2% Vancouver, other terms as per your letter of June 10.It is in view of our long-standing business relationship that we make you such a counter-offer. As the market is declining, we hope you will consider our counter-offer most favorable and fax us acceptance at your earliest convenience.Yours faithfully,Chinese version of the letter执事先生：真丝女衬衫感谢贵公司6月10日来函，按惯常条款向我方报盘3000打上述货物，每件35.00美元温哥华CFR价。
国际商务谈判(英文)chapter6 Counter-offer and its strategy
14
6.3.4 Typical hardball tactics used to force the other party to make
(1)Excessively demanding (2)Emotional outburst (3)Tag-team tactic (4)Divide and conquer (5)Involving competition
L/O/G/O
International Business Negotiation
1
Chapter6 Counter-offer and its strategy
2
Teaching Objectives
After studying this module, you should be able to know:
【20-16-14-10】
13
6.3.3 Eight patterns of making a concession in a negotiation
(5)Progressive decrease with a middle range【30-18-10-2】 (6)Progressive decrease with a large range【40-10-7-3】 (7)Decreasing progressively and increasing at the end【13-
15
6.3.4 Typical hardball tactics used to force the other party to make
(6)Red face and white face routine(Good guy and bad guy routine)
外贸英文函电课件Ch 3 Offers & Counteroffers
LETTER THREE 真丝女衬衫 感谢贵公司6月10日来函，按惯常条款向 我方报盘3 000 打上述货物，每件35.00美元 温哥华CFR价。 现答复如下，我方遗憾地告知贵方我客户 认为你方价格太高与现行的市价不一致。为 了促进贸易，我们现在代表我客户还盘如下， 以你方确认于本月底前到达我处为准： 每件26美元成本加运费含佣金百分之二 温哥华价，其他条款如你方6月10日函所示。
CHAPTER THREE
OFFERS & COUNTERCOUNTER-OFFERS
OFFER 报盘，发盘，发价
根据报盘人身份来分： 买方报盘 卖方报盘 根据报盘形式来分： 口头报盘 书面报盘 根据报盘先后顺序来分： 主动报盘 对询盘信的答复 根据法律责任来分： 有约束力的报盘（正式 发盘或有效发盘） 无约束力的报盘（自由 发盘）
价格：每打1,400美元成本保险加运费蒙特利 尔价 支付：以我方为受益人的100%保兑的、不可 撤销的信用证凭即期汇票支付，信用证必须在装 运前一个月开到卖方并在装船后15天内在中国议 付有效。 如你所知，我们的库存有限而需求非常活跃。 你的早日决策至关重要。我们确信你们能做一笔 赚钱的买卖。 盼即复。
Re: Silk Blouses We have received your offer of June 26 and regret that you have turned down our counteroffer. As we are in urgent need of the goods and anxious to conclude the business with you, we have made our every effort to persuade our client to accept your offer of $ 35.00 per piece. Fortunately, our customer in Vancouver has changed his mind and approached us again with an order for 3 000 dozen of the above goods on your terms.
外贸英文函电-Inquiries, Offers and Counter-Offers
3.1.1 Inquiries
• Inquiries may include all or parts of the following contents: • (1) source of information such as the approach of your getting the supplier’s name
3.2.1 General Inquiries
• Letter 1 General Inquiry from an Old Customer
Dear Mr. Black, As we plan our fall inventory, we are again in the market to buy woolens. We are
Learning Objectives
1. To know the principles of making inquiries, offers, and counter-offers; 2. To be able to write business letters connected with inquiries, offers, counter-offers and replies; 3. To master the related useful expressions.
and address; • (2) a brief self-introduction and introduction of market situation in your position; • (3) asking for price list, catalogue, samples, etc.; • (4) asking for trade terms such as a special discount, the terms of payment, package,
外贸函电counter-offercounter-counteroffer剖析
Review of the previous classExercise: Fill in the blanks with the given words or expressions.1. offer subject decline accept validWe can ____ you bicycles at much lower prices.We can not see our way to ____ your offer.We regret having to____ your offer.This offer will remain ___ for ten days from March 3rd.Our offer is ____ to goods being unsold.Keys:offer accept decline valid subject2. place per effected price in offer subject toDear Sirs,We acknowledge receipt of your letter of March 15th, and confirm having faxed you today in reply, as ______ confirmation copy enclosed. You will note from our fax that, we are in a position to offer you 50 long tons of Tin Foil Sheets at the attractive________ of USD 135 per long ton CFR Shanghai for delivery within one month after you ________ an order with us. Payment of the purchase is to be ______ by an irrevocable letter of credit _______ our favor, payable by draft at sight in Pounds Sterling in London.This offer is firm _______ your immediate reply which should reach us not laterthan the end of this month. There is little likelihood of the goods remaining unsold once this particular ______ has lapsed.Yours faithfully, Answer：per, price, place, effected, in, subject to, offerAs per：按照as per confirmation copy enclosed：正如随函附上的确认副本Long ton：英吨；长吨（等于2240磅）Tin Foil Sheet：锡箔纸 tin 锡 foil 箔payable by draft at sight：凭即期汇票支付lapse：失效Unit 7 Counter-offer and counter-counter offerPart 1 introductionCounter-offer：还盘，指买方建议卖方修改报盘中的某些条款，并且向卖方陈述自己的条款。
5.英文商务函电询盘报盘还盘
询盘（enquiries）报盘（offers）还盘（counter-offers）在国际贸易中，询盘（enquiry）通常是由买家发出，为了取得所要订购的产品的信息，例如价格，宣传册，发货日期以及其他方面的信息。
如果你是买家，应该在信件中尽量写清楚你向国外供应商询问的问题。
包括价格，折扣，付款方式，运输需要多长时间。
写信的时候不需要用过长的，过于礼貌谦卑的句子。
询盘常用短语和句型1.Interest and desires (兴趣和要求)take (have, feel) interest in (加名词)…对…感兴趣be interested in (加名词) …对…感兴趣be in the market for (加名词) …欲购买…be desire of (加名词)…想要…2. Enquiries （询盘）send quotation for …对…的报价send particulars of…告知某人某件事情的详细情况enquire for 询购e.g. We are receipt of your letter of June 12, enquiring for our black tea.make (sent ) enquiry for 询购have an enquiry for 有…的询盘e.g. We have an enquiry for 50 tons for chemical fertilizer.state terms of 说明…的条款e.g. When quoting, please state terms of payment and time of delivery.allow sb. a special allowance (discount) 给予某人特别折扣e.g. Will you please allow us a special allowance on annual total annul purchase above $ 500,000?3. Reply （询盘回复）in reply (to one’s enquiry) 回复（某人的询盘）e.g. This is in reply to your enquiry of Oct.8th, 2008.thank sb. for one’s enquiry for…感谢某人对某商品的询价e.g. We thank you for your enquiry of Feb.2th, 2008enclose a catalogue and a price list 随函附寄目录表和价格表样信1（询盘）：20th August,2008China National Import & Export Corp.SHANGHAIChinaDear SirsWe are glad to inform you that we are interested in hand-made gloves in a variety of genuine leather. There is a steady demand here for gloves of high quality and, although sales are not particular high, good prices can be obtained.Will you pleased send us a copy of your catalogue for gloves, with details of your prices and terms of payment. We should find it most helpful if you could also supply samples of the various leather of which the gloves are made.Your faithfullyCasio & Pomponio Co., Ltd.Manager样信2 （询盘回复）May 3， 2008Dear SirsThank you for your letter of April 14 for low wattage Microwave Oven. We wish to inform you that at present we are able to supply 650W Microwave Oven only, the price of which is similar to that of 600W, i.e. at USD 320 per set CIF… less 2% discount. As a matter of fact it is better than the one you enquire for, and we are sure you will find it worth buying when you read the enclosed illustrated leaflet.We welcome your order and can assure you that shipment will be made within 20days after receipt of your L/C. we except to have your decision at an early date.Your sincerelyXXXEncl. 1 leaflet报盘（offer），也叫报价，是卖方主动向买方提供商品信息，或者是对询盘的答复，是卖方根据卖方的来信，向买方报盘，其内容可包括商品名称、规格、数量、包装条件、价格、付款方式和交货期限等。
外贸英文函电教程-Offers and Counter Offers
Offers and Counter OffersOffer Without EngagementAn offer without engagement is not a promised indication made by an offerer. All offers without engagement have some reserved conditions, such as “subject to our final confirmation”. Generally, s uch an offer is not binding to the offerer. It is more flexible, thus making it possible for the offerer to get favorable conditions by adapting himself to the changing market and choose the best chance of reaching an agreement.Dear Sir/Madam,Thank you for your interest in our Garment displayed at the Southeast International Trade Fair. We are sending you illustrated catalogues about those patterns you are most interested in. We are able to supply most of them from stock.If our prices are acceptable, we trust that you will place us orders immediately.We look forward to your early confirmation.Yours faithfully,Firm OfferA firm offer is a clear indication of the offerer to conclude business transactions according to the stipulated terms and conditions within a fixed period of time. The offer, once sent out, cannot be withdrawn or changed at all within the period of its validity. If the offer is accepted by the buyer before its expiry date, business will be established. The parties concerned will be bound by it.Dear Sir/Madam,We are pleased to know from your fax of Oct. 15 that you are interested in our medicine, especial vitamin E. We make you the following firm offer:Commodity: Vitamin E 50% F.C.C.Price: USD7.00 per KG CIF HamburgQuantity: 5000 KGSPacking: 25 KG/DrumShipping Marks: At seller’s optionDate of shipment: In November 2005Payment: By Irrevocable L/C at sight to reach us one month before shipment, allowing transshipment and partial shipment.Insurance: To be effected by sellers for 110% of full invoice value covering All Risks. Looking forward to your earliest confirmation.Yours faithfully,In practice, an offer is usually a “firm offer” which has the following characteristics:✓It has a validity time, within which all its terms must be clear, definite, complete, and final and can not be altered or changed.✓ A firm offer can not be withdrawn or revoked within its validity time.✓ A firm offer usually states the quantity of goods to be transacted.A quotation does not possess all these characteristics, it is more or less flexible.entire acceptanceIn this case, the acceptance means promise in international trading affairs that the enquirer is willing to make a contract with the offerer according to the latter’s terms of transaction. Thus the letter of acceptance usually repeats the following items so as to avoidmisunderstanding on either side. They are commodity, specifications, quality, quantity, price, shipment, terms of payment, etc.Dear Sir/Madam,Thank you for your fax of Oct. 18th offering 5000 KGS Vitamin E at USD 7.00 per KG GIF Hamburg for immediate shipment, which is paid by irrevocable L/C at sight and effected by you for 110% of full invoice value covering All Risks.We are pleased to inform you that all the terms and conditions are acceptable to us. So we confirm your offer and place an order with you.Please send us a copy of your Sales Confirmation for our counter-signature, and we will have our relative L/C established through ABC Bank once receive it.Please note that the goods must be shipped within the validity of the L/C.Yours faithfully,Conditional acceptance or counter offerAn offeree may think that the offer is mostly acceptable, if certain terms or conditions are amended or changed according to his proposal. For example, he may find the price offered is higher than expected, and he may also think that terms like the shipment, payment and packing should be changed. In this case, the counter-offer occurs.Dear Sir/Madam,We thank you for your offer of Oct 25 for stainless steel sheets, asking for payment by confirmed, irrevocable Letter of Credit at sight.On this basis, it has indeed cost us a great deal. From the moment we open the Letter of Credit till the time our buyers pay us, the tie-up of our funds lasts about four months, which, we think, is unacceptable.If you could kindly modify your terms of payment, it would be favorable to encourage business between us. We propose "Cash against Documents on Arrival of Goods".We hope you will accommodate us in this respect and look forward to your early reply. Yours faithfully,Offer DeclinedIn this case, the offeree thinks the terms of the offer are too far from satisfactory for a counter-offer, so he has to reject it. The reasons for the decline of offer should be given in a frank but polite way. Hoping for future business relationships is also necessary to be mentioned at the end of the letter.Dear Sir/Madam,We thank you very much for your letter of June 9 quoting for your air-conditioners.As our customers are not familiar with the brand name of your products and the price you have quoted is far higher than that of other firms, it is difficult for the items to attract our customers. If we are in need in future, please kindly reduce the price as best as you can so as to facilitate our sales.Thank you for your attention to this reply.Yours faithfully,在写商业书信时长期合作的老客户询价时，发盘可相当简要，做到礼貌直接即可。
外贸函电课程重点_外贸函电Unit 6
Unit 6 Counter-Offer第六章还盘Leading-in Tasks （任务导入）Try to finish the following tasks and predict the objectives and focus of this unit.Task 1.假设你是英国威娜贸易公司（Wella Trading Co. Ltd.，联系地址：15 Newell Street, London, Britain，Tel：0044-20-76712345 Fax：0044-20-76767890 E-mail: wella@）进口部的经理。
最近，你公司收到广州金叶鞋业公司（Guangzhou Jinye Shoes Company，联系地址：138 Yanjiang Road, Guangzhou, China，Tel：86-20-88888888 Fax：86-20-88888889 E-mail：jinye8899@）发来的关于AMI牌鞋子的实盘。
你们对该公司的报价不满意，打算就价格方面的问题与其磋商。
现在，请代表公司拟一封还盘函。
注意信中务必包含以下内容。
1) 感谢贵公司9月1日给予我方100双AMI牌鞋子成本加保险费、运费至利物浦(Liverpool)每双40欧元的报价。
2) 很遗憾我们不能考虑按贵方价格成交，因为贵方价格与市场不一致。
同等品质的鞋子，本地的百货公司零售价格低很多。
3) 鉴于我们之间长期的贸易关系，我们愿意给你们一个还盘，希望贵方可以将价格降低10欧元。
4) 如果贵方能接受我们的还盘，我们将会考虑订购200双5) 希望贵方对我们的还盘给予认真的考虑并在北京时间2010年9月10日下午5 点前答复我方。
6) 盼佳音。
Part One Basic Knowledge Concerned1．T he Significance and Effect of Counter-offersIn international trade, when the offeree accepts the terms and conditions stated in the offer, the transaction is concluded. However, in most cases, the offeree would reject the terms and conditions or state his own terms and conditions by return. The rejection or partial rejection of the offeree to the offer is called counter-offer. A counter-offer is virtually a counter proposal initiated by the original offeree. In a counter-offer, the buyer may show disagreement to the price, or packing, or shipment and state his own terms instead. Once the counter-offer is made, the original offer is no longer valid, and the offeree now becomes the offeror as the counter-offer becomes the new offer.Counter-offer constitutes the main part of business negotiations. During the negotiation, many issues (such as quality, quantity and packing of the goods, price, shipment, insurance, payment terms, commodity inspection, disputes and settlement of disputes, force majeure, and arbitration, etc.) will be talked about by the sellers and the buyers. So counter-offers are usually time consuming and may go many rounds before business is concluded or dropped.2. Main Contents of a Letter for Counter-OfferA satisfactory letter for counter offer generally includes the following:1) Thank the offeror for his offer, mentioning briefly the contents of the offer.2) Express regret at inability to accept the offer, giving reasons for non-acceptance.3) Make an appropriate counter-offer.4) Hope the counter-offer will be accepted and there may be an opportunity to dobusiness together.Part Two Letter-writing GuidePart Three Other Commonly Used Expressions and Sentences Expressions:1. make (sb.) a counter-offer (as follows) （向某人）还盘（如下）2. (price) on the high/ low side （价格）偏高/低3. current price / ruling price / prevailing price/the present price/ the going price 现行价格4. long-standing business relation 长期业务关系5. be in (out of) line with the market 与市场(不)一致keep with the current market 与现行市场一致6. (price) is rising/advancing/going up. (价格)在持续上扬(price) is falling/dropping/going down. (价格)在持续下降7. to entertain business at … price 按……价格成交8. give/ allow/ make/ grant a discount 给折扣9. leave …with only a small profit 使得……获利低微10. at a price …% lower than …价格比……低……%11. meet sb. half way 各让一半；折中处理12. previous quotation 先前的报价13. market is weak；market is declining 市场疲弱；市场正在下滑14. make any further reduction 再次降价，作进一步的降价15. (price) fixed at a reasonable level 定价合理16. (products) moderately/ too highly priced (产品)定价适中/过高17. (the price) has advanced …% / considerably (价格)已上涨…% /明显上涨18. a jump/slump (in price) 价格飞涨/暴跌Typical Sentences:1. Expressing regret at inability to accept the offer and giving reasons for that. (表达不能接受报盘的遗憾并说明理由)1) Unfortunately we cannot accept your offer for steel furniture. The prices you quoted are much higher than those of other manufacturers.2) We regret that your counter-offer is unacceptable to us since your counter-offerleaves us with only a small profit. We believe that the price we quoted is quite realistic.3) We have cut the price to the limit. We regret, therefore, being unable to complywith your request for any further reduction.4). Although we are anxious to open up business with you, we very much regret thatwe cannot reduce our price to the level you indicated.5) The price we quoted is quite reasonable. It has been accepted by the other buyers atyour end.6) Our price has been narrowly calculated and it is impossible to make any furtherreduction.7) I’m afraid there is no much room for further reduction. You know, the price isadvancing considerably recently.8) Your price is reasonable, but the listed payment conditions are not customary inour trade.9) Owing to heavy bookings, we can not accept fresh orders at present.10) Owing to a shortage of stock, we regret that we are unable to accept your repeatorder.11) As this is an order of substantial size, we cannot safely undertake to complete itsmanufacture in a month.2. Making a counter-offer concretely (给出一个具体的还盘)1) We would suggest that you make some allowance, say 10%, on your quoted pricesso as to enable us to introduce your products to our customers.2) You must reduce your price by 2% otherwise business is impossible.3) We are sorry that the difference/gap between our price and your counter-offer is toowide. The best we can do is 5% off.4) Our counter-offer is well founded and workable. We can also offer a 10% discountfor orders over 10,000 pieces.5) We do not see any advantage in your quotation, and would like to know whetheryou have any better price to offer.6) May we suggest that you could make some allowance on your quoted prices thatwould help to introduce your goods to this market.7) I regret that your terms are unsatisfactory and unless you can amend those termswe will have to place our order elsewhere.8) It is in view of our long-standing business relations that we make you such acounter-offer.Part Four Sample LettersSample 1: Buyer’s Counter-offerNotes:1. figure 这里指数字，即价格2. say 8% 这里是Let’s say 8%的简化，意思相当于for example，即“比方说8%”。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
常用句型
（3）尽管我们渴望与你方成交，但我们遗憾地 说你方价格不可接受。 Although we are desirous of doing business with you, we regret to say that your price is unacceptable to us.
常用句型
答案
4.As our price is quite reasonable, it has been accepted by other customers at your end . 5.As regards Men’s shirts, we look forward to dong business with you at a figure close to our quoted price.
1. The first paragraph is to acknowledge the arrival of the offer and say thanks. 2. The middle part is where you state why you can not accept the offer completely and put forward your new terms and conditions. If there is much to write, arrange them logically in separate paragraphs. 3. At last, give your hope for a prompt reply and business success.
练习
9. In to your letter, we enclose our latest illustrated catalogue for your . 10. Any orders you with us will receive our prompt and careful .
练习
答案 1.Quote basis 2. subject reaching 3.do make 4.regret accept/entertain 5. declining reduce 6. position offer 7. market appreciate 8.attention instead 9.Replyinformation/reference 10.place attention
练习
5. As the market is ,we suggest you your price by 3%. 6. As soon as we are in a to make an for Cotton Piece Goods, we shall inform you by e-mail. 7. As we are in the for Table Cloth, we should it if you would send us your best quotation. 8. We wish to draw your to the good quality of our products of.
常见短语
1、quoted price 所报价格 2、draw one’s attention 提请注意 3、on usual terms 按照惯常条款 4、in reply 回复 5、make a reduction 减价 6、book one’s order 接受某人订单 7、in view of 鉴于 8、make a counter offer 做出还盘 9、decline a counter offer 拒绝还盘 10、for one’s information 供某人参考
练习
一、用适当的词填空。 1. We you 500 tons Groundnuts at $100/ton on CIF London for May shipment. 2. This offer is to your reply here before or at noon time Oct. 20. 3. The best we can is to a reduction of 3% in our quotation. 4. We very much that we are unable to your counter offer.
写信的要点
报盘信函收悉 抱怨价格太高 还盘建议 结束
常用句型
句型1：对价格的抱怨 （1）我们很遗憾告知你方，尽管我们很满意你方产品 的质量，但我们认为你方价格偏高。 We regret to inform you that your price is rather on the high side though we appreciate the good quality of your products. （2）我们很遗憾你方价格与现行价格不符。 We very much regret that your price is out of line with the prevailing market.
Terms
13、品质以卖方样品为准 Quality as per Seller’s Sample 14、品质以买方样品为准 Quality as per Buyer’s Sample 15、公吨 Metric Ton 16、长吨 Long Ton 17、短吨 Short Ton 18、净重 Net Weight 19、毛重Gross Weight 20、以毛作净 Gross for Net 21、皮重 Tare Weight 22、回扣 Relate 23、竞争性价格 Competitive Price 24、批发价 Wholesale Price 25、零售价 Retail Price
常用句型
（3）我们不否认你方产品的质量比印度产品好， 但差价绝不可能大于10%，我们还盘是每吨 900美元成本加保费运费汉堡。 We don’t deny the quality of your products is superior to that of Indian makes but the difference in price should in no case be as big as 10%.Our counter offer is USD 900 per ton CIF Hamburg.
Unit 6 Counter Offers
Learning Objectives
By studying this chapter, you will be able to:
Know how to express the reasons why a buyer doesn’t accept the offer entirely made by a seller or why he refuses it and how to put forward his new proposals properly in writing Know the essential components of a letter of counter offer Master typical sentences and expressions in writing such letters
常用句型
（3）你方的价格比我们从其他货源得到的价格 高得多。 Your price compares much higher than that we can get from elsewhere.
常用句型
句型3 还盘建议 （1）为了促进贸易，我们还盘如下：500吨核桃，每吨 600美元成本加保费欧洲主要港口。 To step up trade, we counter offer as follows:500 tons of Walnuts at USD 600/ton CIF EMP. (2)由于核桃行市下跌，除非你方能够降价5%，否则无 法成交。 As the market of Walnuts is declining, there is no possibility of business unless you can reduce your price by 5% .
句型2 与其他供货商价格相比 （1）印度产的商品以大约低于你方10%的价格在本地 出售 Indian makes have been sold here at a level about 10% lower than yours. （2）与其他货源的价格相比，你方的价格比他们的报 价几乎高出10%。 When comparing with the other suppliers’ prices , your price is almost 10% higher than theirs.
Terms
1、还盘 Counter Offer 2、 参考价 Reference Price 3、开盘价 Opening Price 4、收盘 Closing offer 5、现行价 Current Price, Ruling Price, Prevailing Price 6、合理价格 Reasonable Price 7、特殊价格 Special Price 8、大路货 FAQ 9、差价 Price Difference, Price Gap 10、凭等级买卖 Sale by Grade 11、凭规格买卖 Sale by Specification 12、凭标准买卖 Sale by Standard
In writing a letter of counter offer, it is advisable to state the terms most explicitly and use words very carefully. First thing, you thank the offerer for his trouble and express regret at inability to accept every term from the offer letter; you raise your own proposal including explanation of the reasons to make the counter offer; in addition, your good will for success in the transaction should be delivered. A letter of counter offer is usually structured as the following parts: