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4.4 Negotiating and closing the sale

You negotiate a package, not just a price: concede in exchange for something, protect your margin and close in writing. A “yes, but...” from the buyer is not yet a sale.

Module 4: Costs, price and benefits · Reviewed on 20/10/2026 · Español

Goal: Assess a counteroffer with your floor price and the cost of credit, and reply with a package that asks for something in return for each concession.

Negotiating an export is agreeing on a package, not just a price: product, quantity, price with Incoterm®, delivery time and payment method. Closing the sale is putting that package in writing, so that both parties understand it the same way. Before meeting the buyer, define your floor price, your target price (topic 4-2) and your alternative: what you will do if there is no agreement, such as selling to another customer. That alternative is called BATNA, the best alternative to a negotiated agreement. Without an alternative, you accept almost anything.

Always concede in exchange for something: a larger order, an advance payment, a shorter payment term or a commitment to future purchases. A free discount teaches the buyer that your price was flexible on everything. Measure how much each point weighs: with a 20% margin on the price, a 5% discount leaves a margin of 15.8% and cuts your profit by a quarter. And if they compare you with a cheaper competitor, do not answer with price alone: compare the complete offer, with quality, punctuality and service (topic 2-3).

The payment method is also negotiated and it also costs. From most to least secure for you: advance payment; the letter of credit, in which a bank commits to paying you if you present the documents it requires; the documentary collection, in which the bank hands the documents to the buyer against their payment or their promise to pay, without guaranteeing that you will be paid; and the open account, in which you ship and get paid later, trusting the buyer. If you give credit, you finance it yourself: at 12% a year, every 30 days costs 1% of the price. They are studied in depth in the course on Finance, Costs and Payment Methods.

The sale is closed when the buyer accepts your offer without changes. If they reply with changes, that is a counteroffer. The 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG) establishes that a reply that appears to accept but changes the price, payment, quality, quantity, place or time of delivery, liability or dispute settlement is a counteroffer. A “yes, but at 60 days” is not yet a sale. Confirm each round in writing and do not produce without the final version. The proforma invoice helps to fix it: it details product, price, Incoterm® and payment, but it is not a proof of payment.

Close with a contract, an accepted purchase order or an order confirmation with: parties, product, quantity, price with Incoterm® and place, method and date of payment, delivery time, claims, force majeure, governing law and dispute settlement. If you do not choose the law, the CISG may govern your sale: Peru has been a Contracting State since 01/04/2000 and the Convention applies if the buyer is in another Contracting State, unless the parties exclude it. Many contracts agree on arbitration: a private process in which arbitrators resolve the dispute. An ICC model contract serves as a checklist. With new buyers, ask for trade references. Have a lawyer review your contract.

Key ideas

Payment methodWho bears more riskWhen you get paidWhen it fits
Advance paymentThe buyerBefore shipping the goodsSamples, small orders and new buyers
Letter of creditShared: the bank pays if the documents meet what the credit requiresOn presenting compliant documentsLarge orders or markets with a risk of non-payment
Documentary collectionThe seller: the bank does not guarantee paymentWhen the buyer pays or agrees to pay against the documentsKnown buyers with a good track record
Open accountThe sellerAfter delivery, within the agreed termLong-term customers with proven trust

Worked example

Pima Andina negotiates its order of polo shirts and closes the sale
  1. Pima Andina S.A.C., the company of topics 4-1 to 4-3, quoted 12,000 polo shirts at FOB US$ 6.40 to an importer in Texas, Lone Star Apparel LLC (a fictitious company). Its cost delivered on board is US$ 61,268.57 (US$ 5.11 per shirt). Before negotiating it sets its floor with a minimum margin of 15% on the price: 61,268.57 ÷ 0.85 = US$ 72,080.67, about US$ 6.01 per shirt. Its target is US$ 6.40. Its alternative: a Chilean customer who asks for 6,000 shirts at US$ 6.30 FOB.
  2. The importer replies that it accepts the order, but at FOB US$ 6.00 and with payment 60 days from shipment. Because it changes the price and payment, under article 19 of the CISG it is a counteroffer: there is no sale yet. Peru (since 2000) and the United States (since 1988) are Contracting States of the Convention.
  3. Evaluate the counteroffer. Revenue: 12,000 × 6.00 = US$ 72,000. Profit: 72,000 − 61,268.57 = US$ 10,731.43, which is 14.9%. The 60-day credit, financed at 12% a year, costs 72,000 × 12% × 60 ÷ 360 = US$ 1,440. Net profit drops to US$ 9,291.43, that is 12.9%, below its floor of 15%.
  4. Measure the cost of giving way on price alone. From US$ 6.40 to US$ 6.00 is a discount of 6.25% (0.40 ÷ 6.40), but profit falls from US$ 15,531.43 to US$ 10,731.43: 30.9% less (4,800 ÷ 15,531.43). It neither accepts nor rejects: it counterproposes a package.
  5. Ask for something in return for each concession. It gives on price, which drops to FOB US$ 6.25 (2.3% less than 6.40), and gives 30 days of credit on 70% of the value. It asks for a 30% advance on confirming the order and a firm order for a second order of 12,000 shirts within the next 6 months, with a price review if the cost of cotton varies by more than 5%.
  6. Calculate the package. Revenue: 12,000 × 6.25 = US$ 75,000. Advance of 30%: US$ 22,500; balance of US$ 52,500 at 30 days. Cost of credit: 52,500 × 12% × 30 ÷ 360 = US$ 525. Profit: 75,000 − 61,268.57 − 525 = US$ 13,206.43, that is 17.6% of the price. It exceeds its floor of 15%. This does not count the interest saved thanks to the advance.
  7. The importer accepts. Pima Andina issues the proforma invoice and an order confirmation with 12,000 shirts, FOB Callao, Incoterms® 2020, US$ 6.25 per shirt, payment of 30% advance and 70% at 30 days from the date of the bill of lading, delivery time, claims, governing law and arbitration. It decides whether to let the CISG govern or to exclude it, and writes it down. It produces when it receives the signed confirmation and the advance of US$ 22,500.

Result: Pima Andina did not accept FOB US$ 6.00 with payment at 60 days (12.9% margin after credit). It closed at US$ 6.25 with a 30% advance and 70% at 30 days: 17.6% margin, cash up front and a second order. It gave 2.3% on price and obtained something in return for each concession.

Real cases

Peru has been a Contracting State of the Vienna Convention on international sales since 2000

01/04/2000

The official list of UNCITRAL, the UN body for international trade law, records that Peru acceded to the 1980 Vienna Convention (CISG) on 25/03/1999 and that it entered into force for the country on 01/04/2000. The same list includes the United States and China (in force since 01/01/1988), Chile (01/03/1991) and Colombia (01/08/2002). This matters because your sales to those countries may be governed by the CISG even if nobody mentions it in the contract.

Before drafting the contract, check whether your buyer's country is a Contracting State and decide whether to let the CISG govern or to exclude it.

Source: UNCITRAL – Status: Convención de Viena de 1980 sobre compraventa internacional de mercaderías (CISG)

The text of the CISG: a reply with changes is a counteroffer

1980

The text of the 1980 Vienna Convention, published by UNCITRAL, provides in its article 19 that a reply that purports to accept an offer but adds to, limits or modifies its terms is a rejection and constitutes a counteroffer. Changes on price, payment, quality, quantity, place and time of delivery, liability and dispute settlement materially alter the offer. Article 6 allows the parties to exclude the Convention or to vary its effects.

Do not treat a sale as closed when the buyer changes price, payment or delivery: confirm the final version in writing before producing.

Source: UNCITRAL – Texto de la Convención de las Naciones Unidas sobre los Contratos de Compraventa Internacional de Mercaderías (Viena, 1980)

The ICC publishes a model contract for the international sale of manufactured goods

2026

In its catalog of model contracts and clauses, the International Chamber of Commerce (ICC) includes the “ICC Model Contract – International Sale (Manufactured Goods)”. It describes it as a set of clear and concise standard contractual terms for a basic international sale of manufactured goods. The ICC is the same body that publishes the Incoterms® rules. A model like this reminds you which points to agree and avoids drafting the contract from scratch.

Use a recognized model as a checklist so you do not forget clauses, and adapt it with the help of a lawyer.

Source: ICC – Model Contracts and Clauses (contratos y cláusulas modelo)

Common mistakes

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