ValuQ Property Glossary

Offers and negotiation

The stretch between an offer and a binding contract is where UK sales are won, lost and renegotiated. These are the terms that decide it.

31 terms · Last reviewed 24 July 2026.

Offer

An offer is a buyer's proposed price for a property, made through the estate agent and carrying no legal force until contracts are exchanged.

Agents must pass every offer to the seller in writing regardless of size. An offer can carry conditions, timing and evidence of funds alongside the figure itself.

Subject to contract

Also known as: STC

Subject to contract means an agreement is not legally binding until formal contracts are exchanged.

In England and Wales every accepted offer is subject to contract by default. It is why either side can still change the terms, or walk away, during conveyancing.

Subject to survey

An offer subject to survey signals the buyer reserves the right to renegotiate if their survey finds problems.

Largely stating what is already true, since nothing binds before exchange. Its real function is warning the seller a renegotiation may come.

Subject to planning

An offer subject to planning is conditional on the buyer obtaining planning permission before they commit.

Common on plots and homes with development angles. Planning takes months, so sellers usually want a formal option or exclusivity agreement rather than an open-ended wait.

Counter-offer

A counter-offer is the seller's reply to an offer with a different figure, keeping the negotiation alive rather than accepting or refusing.

Most sales settle within one or two rounds. A counter-offer works best with a reason attached: comparable sales, condition, or the strength of your position.

Related: Under-asking offer

Withdrawing an offer

Withdrawing an offer is a buyer pulling out before exchange of contracts, which they can do at any time without penalty.

The same freedom applies to sellers. This two-way freedom until exchange is the defining feature, and the defining risk, of buying in England and Wales.

Offer acceptance

Offer acceptance is the seller agreeing to a buyer's price, moving the sale into conveyancing.

It is a commitment in spirit, not in law. The memorandum of sale follows, solicitors are instructed, and the real work starts.

Sale agreed

Sale agreed means an offer has been accepted and the property is coming off active marketing while lawyers take over.

Identical in substance to sold subject to contract. Some agents and portals simply prefer the phrase.

Gazumping

Gazumping is a seller accepting a higher offer from a new buyer after already accepting someone else's.

Legal in England and Wales because nothing binds before exchange. The jilted buyer loses their survey and legal costs with no comeback.

Gazundering

Gazundering is a buyer cutting their offer at the last moment, typically just before exchange, when the seller is most exposed.

The mirror image of gazumping, and just as legal. Sellers facing it should ask what evidence supports the reduction before responding to the pressure.

Gazanging

Gazanging is a seller pulling out of a sale entirely, leaving the buyer stranded despite nothing being wrong with the deal.

Usually a change of heart or circumstances rather than tactics. The buyer's spent costs are not recoverable.

Related: Fall-through

Bidding war

A bidding war is two or more buyers raising offers against each other on the same property.

The agent must handle it honestly and pass every bid on. Sellers usually end one cleanly by calling for best and final offers.

Contract race

A contract race is a seller issuing contracts to two or more buyers at once, with the first to exchange winning the property.

Solicitors must disclose the race to every buyer in it. Rare, aggressive, and it can spook good buyers into walking away.

Backup offer

Also known as: reserve buyer

A backup offer is an offer noted from a second buyer while a sale is already agreed with the first.

Nothing stops a seller recording interest in reserve. If the agreed sale collapses, the backup buyer can step in without remarketing.

Related: Fall-through, Relisting

Lock-out agreement

Also known as: exclusivity agreement

A lock-out agreement is a short binding contract giving one buyer an exclusive period to exchange, during which the seller cannot deal with anyone else.

The main private defence against gazumping. It binds the seller to exclusivity but does not force either side to complete the sale.

Reservation agreement

A reservation agreement is a paid commitment holding a property for a buyer for a set period, with the fee lost if they simply walk away.

Standard on new builds, where a reservation fee takes the plot off the market. Occasionally used in ordinary sales to bind both sides' good faith.

Informal tender

Informal tender is a sale by deadline: all interested buyers submit written offers by a set date and the seller picks one, bound to nothing.

A structured version of best and final, common on unusual or high-demand homes. Unlike a formal tender, the winning bid is still subject to contract.

Right of first refusal

Also known as: first refusal

A right of first refusal obliges an owner to offer a property to a specific person before selling it to anyone else.

Found in family arrangements, tenancy agreements and some covenants. For the separate legal right flat owners have when their freeholder sells, see the leasehold chapter.

Related: Right of first refusal (flats)

Proof of funds

Proof of funds is documentary evidence that a buyer can actually pay: bank statements, a mortgage agreement in principle, or confirmation of sale proceeds.

A serious buyer expects to be asked. Anti-money-laundering rules mean the solicitors will demand the same evidence later anyway.

Cash offer verification

Cash offer verification is checking a self-described cash buyer genuinely holds the money now, rather than expecting it from another sale.

A bank statement or solicitor's confirmation settles it in a day. True cash carries no mortgage risk; almost-cash carries all the usual risks under a better name.

Related: Cash buyer, Proof of funds

Buying position

A buying position is everything about a buyer's circumstances that affects how quickly and reliably they can complete: chain, finance, and flexibility.

Sellers comparing offers are really comparing positions. A clean position routinely justifies accepting thousands less.

Onward purchase

An onward purchase is the home a seller is buying with the proceeds of their sale, linking the two transactions.

Your buyer will ask about it, because your onward purchase is the top of their chain. Not having one makes you a faster, safer seller.

Related: Chain, Related sale

Fall-through

A fall-through is an agreed sale collapsing before exchange of contracts, with neither side owing the other anything.

Roughly one agreed sale in four falls through nationally, most often over survey findings, finance, or a change of heart. Painful, common, and survivable.

Renegotiation

Renegotiation is reopening the agreed price after the survey or searches reveal something the offer did not account for.

Reasonable when tied to evidence and a quote for the work; gazundering when it is not. Sellers can counter with the report, a contribution, or a straight no.

Price reduction

A price reduction is lowering the asking price of a home already on the market to restart buyer interest.

Portals alert matching buyers when it happens, so a meaningful cut lands harder than a token one. Timing and size matter more than frequency.

Holding deposit

A holding deposit is a payment to reserve something before contracts, standard in lettings but almost never part of buying a home.

In sales, money changes hands at exchange, not offer. The exceptions are new-build reservation fees and auction deposits, which have their own rules.

Time on market

Also known as: days on market

Time on market is how long a property has been listed without selling, visible to every buyer through portal history.

Long listings invite lower offers because buyers read time as evidence about price. It is also why launch pricing matters so much.

Offer over asking

An offer over asking is a bid above the advertised price, made to beat competition for a home.

Rational when demand is visible and comparables support it. The ceiling is the mortgage valuation: pay above what a surveyor can evidence and the gap comes from your own pocket.

Related: Down valuation, Bidding war

Under-asking offer

Also known as: cheeky offer, lowball

An under-asking offer is a bid below the advertised price, the normal opening move in most negotiations.

How far under is the judgement: local sold prices, condition and time on market set the credible range. Offers too far below simply stop the conversation.

Conditional offer

A conditional offer is one tied to a stated requirement, such as completing by a date, including certain contents, or obtaining permission for works.

Conditions are negotiating currency on both sides. A seller can accept the price and reject the condition, or trade one against the other.

Previous chapter

Estate agent terms

Next chapter

Mortgages and lending

Know the language. Keep the control.

ValuQ gives UK homeowners free, side-by-side property valuations from competing local estate agents. Your details stay private until you choose who to speak to.

Get your free valuations