Quotes and offers: what legal value and validity period?
Introduction
You send a quote to a client. Three months later, they come back to accept it... but in the meantime, your prices have changed. Are you obliged to honour the old rate? And if the client disputes the final amount after accepting your offer, what does the law say?
The legal value of a quote and its validity period are questions that every entrepreneur asks at least once. Yet many Swiss freelancers and SMEs navigate these legal aspects blindly, without knowing precisely what binds them or protects them.
A poorly drafted quote can create costly misunderstandings: a client demanding an outdated price, a service provider trapped by their own vague conditions, or worse, a dispute that could have been avoided with a few clear statements.
In this article, we clarify the legal basics of quotes in Switzerland: what differentiates them from a simple offer, how long they remain valid, which elements they must contain to be enforceable, and how to avoid the most common pitfalls. Whether you're a freelancer, tradesperson or SME manager, you'll know exactly how to draft a quote that protects your business whilst remaining transparent with your clients.
📌 Summary (TL;DR)
A quote has no legally imposed validity period in Switzerland: it is up to the service provider to set it clearly. Without mention, the reasonable period applies, but this can create disputes. To be legally valid, a quote must contain certain mandatory elements: precise description, detailed price, validity period and acceptance conditions.
Common pitfalls include the absence of a duration, vague prices or forgetting general conditions. A well-drafted quote protects both parties and avoids costly misunderstandings.
📚 Table of contents
What is a quote and what is its legal value?
A quote is a commercial proposal detailing the services or products offered and their price. In Switzerland, its legal value depends on the client's acceptance.
Before acceptance, the quote does not bind the service provider. Once accepted by the client, it becomes a binding contract for both parties under the Swiss Code of Obligations (CO).
It should be distinguished from a pro forma, a simple informative document without commitment, and from an invoice which records a service already performed.
The principle of freedom of contract (art. 19 CO) applies: the parties can freely define the terms of the contract, except for mandatory legal provisions.
This flexibility allows the quote to be adapted to each situation, but also requires clear drafting to avoid misunderstandings and potential disputes.
Offer vs quote: is there a difference?
In Swiss law, terminology matters. An offer within the meaning of the CO (art. 3ff) can bind its issuer upon receipt, if it contains all the essential elements of the contract.
The quote, in commercial practice, generally refers to a price proposal without immediate commitment. It only becomes binding after explicit acceptance by the client.
This nuance is crucial: a poorly drafted firm offer can bind you even without the client's signature. Conversely, a quote clearly identified as such protects the service provider.
Practical advice: always indicate "Quote" in the header and specify the acceptance conditions to avoid any legal ambiguity.
Validity period of a quote: what Swiss law says
Swiss law does not impose any mandatory validity period for a quote. It is up to the service provider to set this deadline according to their commercial constraints.
If no duration is mentioned on the quote, case law applies the notion of "reasonable period". This period varies according to the business sector, the nature of the service and price volatility.
In practice, 30 days is the standard in most sectors. For services with variable costs (raw materials, exchange rates), a shorter period (15 days) is justified.
Conversely, for complex projects requiring thorough study by the client, 60 days may be appropriate.
Always explicitly mention the duration: "Valid for 30 days from the date of issue" avoids any subsequent dispute.
What must a quote contain to be valid?
A valid quote must include several essential elements to avoid disputes and clarify the parties' commitment.
Complete identification: service provider and client details, unique quote number, date of issue.
Detailed description: services or products line by line, quantities, technical specifications if relevant.
Transparent pricing: amount excluding VAT, applicable VAT rate (8.1%, 3.8% or 2.6%), amount including VAT. Clarity on VAT avoids unpleasant surprises.
Contractual conditions: quote validity period, expected delivery times, payment terms (deposit, deadlines), acceptance procedures.
The more precise the quote, the less risk of disagreement during execution or final invoicing.
General conditions: essential or optional?
General terms and conditions of sale (GTC) or general business conditions are not legally mandatory, but strongly recommended to protect your business.
They define the legal framework of the commercial relationship: payment terms, late payment penalties, guarantees, liabilities, applicable law, jurisdiction.
To be enforceable against the client, the GTC must be communicated before or at the time of issuing the quote. Mention them explicitly: "The GTC available at [URL] apply to this quote".
A simple mention is sufficient if the GTC are easily accessible. In the event of a dispute, their absence can weaken your legal position and complicate recovery.
Common pitfalls to avoid
Several common errors weaken the legal value of a quote and create conflicting situations.
Absence of validity period: the client can accept the quote months later, when your costs have increased. You are legally bound to honour the initial price.
Vague descriptions: "Renovation work" without detail opens the door to divergent interpretations and disputes over the exact scope.
VAT forgotten or miscalculated: a common error that directly impacts your margin. Always specify the applicable rate.
Unclear acceptance conditions: without clear terms, can a simple email constitute acceptance? Define this explicitly.
Unilateral modification: increasing prices after acceptance without written agreement from the client constitutes a breach of contract.
How does the client accept a quote?
The acceptance of the quote transforms the proposal into a binding contract. Several forms of acceptance are legally valid in Switzerland.
Handwritten signature: the classic method, the client signs and returns the quote. Solid proof in case of dispute.
Electronic signature: increasingly common, it has the same legal value as a handwritten signature under the Electronic Signature Act (SCSE).
Confirmation email: an explicit email ("I accept your quote no...") constitutes valid acceptance if the quote provides for it.
Deposit payment: payment of a deposit generally constitutes tacit acceptance of the quote.
Caution: if the client modifies the quote before accepting it, this constitutes a counter-offer which must be accepted by the service provider. The initial contract does not exist until you have validated these modifications.
Template: elements to include in your quote
Here is a structured example for creating a compliant and complete quote:
Header: logo, company name, full address, IDE/VAT number, contact details (telephone, email, website).
Document identification: mention "QUOTE", unique number (e.g. QUO-2024-001), date of issue.
Recipient: full name or company name of client, full address.
Subject: brief description of the project or service.
Service details: table with description, quantity, unit price excl. VAT, amount excl. VAT per line.
Totals: subtotal excl. VAT, VAT (with rate: 8.1%), amount incl. VAT in CHF.
Validity: "Quote valid for 30 days from [date]".
Conditions: delivery time, payment terms, reference to GTC.
Acceptance: "For acceptance: signature and stamp, to be returned before [date]".
A quote only has binding legal value once accepted by the client. Before that, it constitutes a simple offer that you can modify or withdraw. Swiss law does not set a mandatory validity period: it is up to you to clearly define this period in your document, generally between 30 and 90 days depending on your sector.
To be valid, your quote must contain the essential elements: complete identification of the parties, precise description of services, detailed price including VAT, validity period and payment terms. General conditions, although optional, protect your interests in case of dispute.
Avoid common pitfalls such as vague descriptions or the absence of a validity period, which can create costly misunderstandings. Once your quote is accepted, quickly transform it into a compliant invoice. Create your quotes and invoices with Swiss QR-code in just a few clicks with BePaid, and automate payment tracking from 20 CHF/month.
