Request For Quote

So, the RFQ requested one specification, Company A offered a different specification, and the award was made to Company A for the solicited specification?  If Company A offered something other than what was requested, why was the award made to them?

I assume you're Company A.  If you received an award for one item, and then provided a different item, you are in breach of contract (assuming you signed or delivered your product, which binds you).

Did the RFQ allow for submission of "equal" or "alternate" products to begin with?

“13.004 Legal effect of quotations.

(a) A quotation is not an offer and, consequently, cannot be accepted by the Government to form a binding contract. Therefore, issuance by the Government of an order in response to a supplier’s quotation does not establish a contract. The order is an offer by the Government to the supplier to buy certain supplies or services upon specified terms and conditions. A contract is established when the supplier accepts the offer.

(b) When appropriate, the contracting officer may ask the supplier to indicate acceptance of an order by notification to the Government, preferably in writing, as defined at  2.101. In other circumstances, the supplier mayindicate acceptance by furnishing the supplies or services ordered or by proceeding with the work to the point where substantial performance has occurred.

(c) If the Government issues an order resulting from a quotation, the Government may (by written notice to the supplier, at any time before acceptance occurs) withdraw, amend, or cancel its offer. (See  13.302-4 for procedures on termination or cancellation of purchase orders.)”

——————————————-

The quoted price was clearly for something other than the government requested specification.

Did the supplier initially accept the order?

What does this mean? “Company A is not accepting a return.” 

If the contractor initially accepted the order, was the order clearly worded to reflect the originally requested specification so that the supplier would reasonably know that the order was for the original specification?

If the supplier didn’t accept the order or otherwise perform the work in accordance with the terms of the order, in my opinion there is no contract.

It is apparent to me that there was no meeting of the minds…

I either didn’t read the OP clearly or it has been clarified while I was posting and editing my post.

If the supplier didn’t accept the governments order and didn’t perform in accordance with the terms of the order, I don’t think that there is a contract.

As for who is responsible for the cost of the return of the shipment, I don’t know.

Edit:  Apparently, the government ignored the terms of the quote, (except the price?). I wonder what the intent of contracting officer or their specialist was…

Deleted.

By the way, I’m not a lawyer. 

GABE said:

Who[ ], legally, will win?

Check with your attorney. M

Sorry - I worked contract claims for many years. Here, my opinion is only an opinion, based upon limited information, herein.

GABE said:

Whom, legally, will win?

My opinion based on limited facts.

Company A submitted signed quote offering alternative.

Government signed 1449 returning to Company A and failed to note alternative offered item.

Company A accepted the order by supplying the alternative item which Government received.

Company A complied with its quote.

Government keeps the stuff and pays Company A the quoted price.

Alternative- Government negotiates return, etc, etc, etc.  But if Company A does not want to help negotiate then too bad so sad, lesson learned by Govetnment on doing due diligence.

I might agree with consulting legal counsel but my opinion would be my approach.  Value, item, etc would also dictate the course.

Bottom line Government offer accepted by Company A, and Company A delivered.

Did Company A sign the SF1449 award document, Block 28?

Vern Edwards said:

Did Company A sign the SF1449 award document, Block 28?

Or in other words signed with Block 28 checked?  

Why does it matter as the Government is acknowledging that an alternative was offered so it would seem the Government's offer was for the alternative if the Goverment did not state otherwise?

According to the OP, the government issued an RFQ for Item X, not an RFP.

According to the OP, Company A sent a quote for a different item. So it did not make an offer on Item X that the government could accept.

The government sent out an SF1449 based on Item X. So what was that? It could not be an acceptance, because there was no offer to accept. So, what was it?

If it was a purchase order, it was an offer to buy Item X. Did the contractor accept that offer by signing Block 28? If not, is there any other basis for claiming that Company A accepted the government's "award."

Is there a contract?

Company A shipped the different item. If there was no contract, it is not entitled to payment and the government has no basis for default. There is nothing to "win" unless one of the two sets of  incompetents sues the other.

I just noticed that the OP said that tCompany A signed he "award document." If so, and depending on the possible existence of other facts, it may be that Company A agreed to provide the specified Item X. Much would depend on how the transaction was carried out and what the award document says.

I did say limited facts.  

I understand your thoughts yet

Vern Edwards said:

is there any other basis for claiming that Company A accepted the government's "award."

Performance (delivery) can be I thought?

Krimz said:

So, the RFQ requested one specification, Company A offered a different specification, and the award was made to Company A for the solicited specification?  If Company A offered something other than what was requested, why was the award made to them?

I assume you're Company A.  If you received an award for one item, and then provided a different item, you are in breach of contract (assuming you signed or delivered your product, which binds you).

Solicitation was a RFQ. Government received a quote, not offer.

GABE said:

Award document ( SF1449 ) was signed by company a, which stated the specification from the solicitation, which is what the government requested.

Gabe edited the original post again to clarify that the government offered to buy the originally required item for the price that the firm quoted for the alternate item and Firm A signed the purchase order, signifying acceptance of the governments offer.

Then Firm A supplied what it originally quoted and won’t accept a return.

Gabe originally stated that the governments purchase order clearly stated clearly that the order was for what the government originally specified.

Gabes revised, original post no longer states this. Hmmmm. 

It appears that Firm A was either misled or misunderstand the government’s offer.

I see that there are at least two posts submitted while I write this. I haven’t seen them yet.

Vern Edwards said:

I just noticed that the OP said that tCompany A signed he "award document." If so, and depending on the possible existence of other facts, it may be that Company A agreed to provide the specified Item X. Much would depend on how the transaction was carried out and what the award document says.

Award document does state specifications as outlined within the RFQ and was signed by Company A.

joel hoffman said:

Gabe edited the original post again to clarify that the government offered to buy the originally required item for the price quoted for the alternate item and that the contractor signed the purchase order signifying acceptance of the governments offer.

Not an offer.

Krimz said:

So, the RFQ requested one specification, Company A offered a different specification, and the award was made to Company A for the solicited specification?  If Company A offered something other than what was requested, why was the award made to them?

I assume you're Company A.  If you received an award for one item, and then provided a different item, you are in breach of contract (assuming you signed or delivered your product, which binds you).

The award document was signed by company A. However, company A did not quote the specification stated in the RFQ.

C Culham said:

I did say limited facts.  

I understand your thoughts yet

Performance (delivery) can be I thought?

Delivery and signature of vendor A (sf1449)

joel hoffman said:

GABE said:

Not an offer.

Really, Gabe?

From 13.004(a):” The order is an offer by the Government to the supplier to buy certain supplies or services upon specified terms and conditions. A contract is established when the supplier accepts the offer.”

People are posting faster than I can type.

Gabe, why did you say that when the government issued an order at the quoted price but not for the item that company A quoted, it was “[n]ot an offer” ?

joel hoffman said:

I either didn’t read the OP clearly or it has been clarified while I was posting and editing my post.

If the supplier didn’t accept the governments order and didn’t perform in accordance with the terms of the order, I don’t think that there is a contract.

As for who is responsible for the cost of the return of the shipment, I don’t know.

Edit:  Apparently, the government ignored the terms of the quote, (except the price?). I wonder what the intent of contracting officer or their specialist was…

Perhaps it was an oversight by the CO.

joel hoffman said:

Really Joel?

a) A quotation is not an offer and, consequently, cannot be accepted by the Government to form a binding contract

The offer from the Government is the award document.

GABE said:

Perhaps it was an oversight by the CO.

Gabe, are you the “firm A”?  If so, you don’t know that. If so, why did Firm A sign the order? 

Or do you work for the contracting office?  

I’m  not going to discuss “mutual error”unless it is clear who is which party and what each side thought they were issuing and agreeing to.

joel hoffman said:

Gabe, are you the “firm A”?  If so, you don’t know that. If so, why did Firm A sign the order? 

Or do you work for the contracting office?  

I’m  not going to discuss “mutual error”unless it is clear who is which party and what each side thought they were issuing and agreeing to.

Thank you for stating your opinion.

GABE said:

Really Joel?

a) A quotation is not an offer and, consequently, cannot be accepted by the Government to form a binding contract

The offer from the Government is the award document.

Gabe, the order is an offer. It may be the award document but only if the firm accepts the offer. 

joel hoffman said:

“Therefore, issuance by the Government of an order in response to a supplier’s quotation does not establish a contract. The order is an offer by the Government to the supplier to buy certain supplies or services upon specified terms and conditions. A contract is established when the supplier accepts the offer.”

Edit: I don’t think we can answer your initial question. There could be a mutual error if there was “an oversight by the KO “ and a misunderstanding by company A of what it agreed to supply..

But that hasn’t been established by the facts.

The fact that Firm A supplied what it quoted its price for may be an indication that it thought the government agreed with its quote…

There was an offer by the government and an acceptance by contractor A. Contractor A didn’t perform in accordance with the contract (a purchase order).

joel hoffman said:

Gabe, the order is an offer. It may be the award document but only if the firm accepts the offer. 

Edit: I don’t think we can answer your initial question. There could be a mutual error if there was “an oversight by the KO “ and a misunderstanding by company A of what it agreed to supply..

But that hasn’t been established by the facts.

The fact that Firm A supplied what it quoted its price for may be an indication that it thought the government agreed with its quote…

Best response thus far! Mutual error.

GABE said:

Best response thus far! Mutual error.

Well then if it is whats your answer now?  Who will win legally?

I'm not sure that there was a mutual mistake. Careless reading is not a mistake. About mutual mistake:

https://www.stimmel-law.com/en/articles/mistake-and-ability-avoid-agreement#:~:text=The Basic Law%3A,Hence the contract is voidable.

https://www.youtube.com/watch?v=rn1gKQzypcA

https://www.youtube.com/watch?v=mqUusAfC7oc

https://www.youtube.com/watch?v=9Mp0_iaWxAs

Mutual mistake is a very complex idea. Do some reading. Search Google Scholar. There are a lot of articles about it, which is a sign of its complexity. Unfortunately, most are not in the public domain and you have to pay for them.

If there was a mutual mistake, the a court or board would declare the contract void.

The best thing would be for the parties to agree to go their separate ways without litigation. Both parties behaved carelessly.

Vern Edwards said:

I'm not sure that there was a mutual mistake. About mutuaal mistake:

https://www.stimmel-law.com/en/articles/mistake-and-ability-avoid-agreement#:~:text=The Basic Law%3A,Hence the contract is voidable.

https://www.youtube.com/watch?v=rn1gKQzypcA

https://www.youtube.com/watch?v=mqUusAfC7oc

I’m not sure either.

I don’t think contractor A is going prevail in making the government pay for what it supplied, if that is its position.

We do know that there was an offer by the government to provide what was originally asked for the earlier quoted price. If intentional, that could be  a seemingly plausible negotiation strategy.

We also know that firm A signed the purchase order. We know that firm A  delivered what it originally quoted.

We don’t know whether firm A could have provided the specified product.

If it couldn’t provide the specified product, we don’t  know whether the government knew or should have known that before offering to purchase the specified product.

Vern’s references are good for either or both parties to consider.

joel hoffman said:

We do know that there was an offer by the government to provide what was originally asked for the earlier quoted price.

We "know" that? I'd need more than we've been given to "know" that. So would a judge.

Vern Edwards said:

We "know" that? I'd need more than we've been given to "know" that.

OK, I’ll modify that to say that Gabe has edited his earlier posts to indicate that the government sent a purchase order (offer)  for the original product specification at the quoted price (unless he edits his posts again).

Ill agree that we don’t “know” that without seeing all the written actions.

joel hoffman said:

We don’t know whether firm A could have provided the specified product.

We also don’t know, if firm A could have acquired the product somewhere and provide it for the quoted price to fulfill the purchase order.

The problem with threads like this is that in order to respond responsibly to the OP's inquiry we would need a complete history of the transaction and copies of all documents. We won't get any of that, so we cannot provide a professional response, other than to suggest this or that possibility.

The transaction was of a kind that many of us learned to do at the outset of our careers𑁋request quotes and issue a purchase order. It takes effort to screw that up. Even a beginner can do it with proper supervision.

Assuming reasonable care and attention to detail, how do you issue an RFQ specifying one thing, receive a quote for a different thing, sign documents, and end up in disagreement about what was bought and sold?

I wonder whether the parties ever spoke with one another.

Vern Edwards said:

I wonder whether the parties ever spoke with one another

So do I . My guess is that company A submitted a quote for an alternate with “no returns” condition.. Government simply issued a purchase order to Company A for the quoted price. Company A may have assumed it was an order for what they quoted, then provided it. 

Likely no oral or other written communications during the transaction. Just a guess. gabe never mentioned the government rejecting the quoted alternate or advising company A of such rejection before issuing the purchase order.

On 4/6/2023 at 8:35 PM, GABE said:

Solicitation was a RFQ. Government received a quote, not offer.

Since it was an RFQ I assumed we all knew it was a quote (information) and not a proposal (offer).  I should've been more clear in my response.

On 4/7/2023 at 2:56 PM, joel hoffman said:

So do I . My guess is that company A submitted a quote for an alternate with “no returns” condition.. Government simply issued a purchase order to Company A for the quoted price. Company A may have assumed it was an order for what they quoted, then provided it. 

Likely no oral or other written communications during the transaction. Just a guess. gabe never mentioned the government rejecting the quoted alternate or advising company A of such rejection before issuing the purchase order.

Yeah, it sounds like both sides were operating on autopilot, which isn't great.  At risk of over simplifying -- the buyer issued a solicitation for one item, the seller provided a quote for an alternative item, the buyer mistakenly issued an offer for the solicited item, and the seller mistakenly accepted the offer for the solicited item.  I'm making a lot of assumptions here, so maybe there are details in between that can put more fault on one party, but it sounds like both made mistakes, with the seller's mistake being more severe (in my opinion).  Whether they realized it or not, if they accepted the offer from buyer, the seller entered into a binding contract for whatever was in the contract that they signed or delivered against.

I think each side should admit to their mistake and move on.

On 4/7/2023 at 7:11 AM, Vern Edwards said:

I'm not sure that there was a mutual mistake. Careless reading is not a mistake. About mutual mistake:

https://www.stimmel-law.com/en/articles/mistake-and-ability-avoid-agreement#:~:text=The Basic Law%3A,Hence the contract is voidable.

https://www.youtube.com/watch?v=rn1gKQzypcA

https://www.youtube.com/watch?v=mqUusAfC7oc

https://www.youtube.com/watch?v=9Mp0_iaWxAs

Mutual mistake is a very complex idea. Do some reading. Search Google Scholar. There are a lot of articles about it, which is a sign of its complexity. Unfortunately, most are not in the public domain and you have to pay for them.

If there was a mutual mistake, the a court or board would declare the contract void.

The best thing would be for the parties to agree to go their separate ways without litigation. Both parties behaved carelessly.

Great distinction and good reads/views.  I think it's possible each party made a mistake in OP's case, but it's not a "mutual mistake".

Thank you for all of the viewpoints. I agree, both parties are at fault.