Who can approve a tender contract deviation?

Decision object

An approval needs an obligation, not just a redline filename

Begin with the smallest complete decision. Identify the buyer clause and version, the bidder legal entity, lot or order, contract period and proposed replacement. Include definitions and connected provisions that change its effect. Approval of a liability paragraph without the definition of charges, the aggregation rule or the exclusions leaves the approver to decide a different question from the one the contract will present.

Distinguish a departure from the buyer’s terms from an exception to your own policy. A company may approve accepting the buyer’s unchanged clause even though it exceeds an internal standard. That is an internal exception, not necessarily a qualification in the offer. Conversely, a redline can depart from buyer terms while remaining comfortably inside company policy. Record both comparisons where relevant; do not publish an internal policy reservation as if the buyer had agreed to it.

State the requested act in ordinary language: approve proposing replacement paragraph D7, approve accepting fallback D7-B if its listed conditions hold, or approve accepting the original term. These are different decisions. An instruction to seek a reduction does not answer whether the business may proceed without the reduction. Put that unanswered question in the record before the submission deadline makes it uncomfortable to raise.

The procurement route is an input to this review. Locate the applicable instruction, prescribed departure schedule and current clarification or negotiation permission. French Code de la commande publique Article L2152-2 defines an irregular offer by reference to consultation requirements and applicable law. In that setting, an internal approval does not cure an impermissible reservation. Have the procedure owner assess the actual route and consequences.

Authority

Job titles do not establish the scope of a delegation

Use the current authority documents for the entity making the offer. Record their effective dates, decision category, monetary basis, joint-approval requirements and reserved matters. A group commercial director may have authority for one subsidiary but not another. A temporary deputy may cover routine pricing but not uncapped obligations. The person’s familiarity with the customer does not fill either gap.

The FRC Corporate Governance Code Guidance distinguishes delegation and advice, retains board responsibility for the risk framework and calls for clear responsibilities and written committee delegations. For companies applying the UK Code, it informs governance without providing a universal tender sign-off chart. Check the company’s actual authority arrangements.

Separate the work people perform. Counsel can explain meaning and propose wording. Finance can verify the exposure base. Delivery can confirm a dependency. An insurance reviewer can state whether coverage is established. The authorized risk owner decides whether the residual position is acceptable within delegated powers. One person may hold several roles, but the record should identify which role and authority supports each conclusion.

Check how the delegation measures exposure. It may refer to contract value, gross liability, aggregate commitments, duration or a category with no monetary threshold at all. Do not subtract hoped-for insurance recovery or split linked departures across lots to fit a limit unless the actual rules permit that treatment. Where the meaning of the authority limit is unclear, resolve it with its owner before collecting an apparently valid signature.

Fallbacks

A fallback is a complete alternative the approver has understood

Present the preferred text and each permitted fallback with its conditions. A later delivery date may depend on earlier buyer inputs. A liability cap may exclude specified categories that need separate approval. A wider licence may depend on a named recipient and a defined purpose. Keep the linked conditions in the same decision object. Moving them to an unreferenced email makes it too easy to retain the concession and lose the protection.

An approver can authorize exact alternatives or a bounded mandate. If using a range, define what can vary, what must remain fixed and who may choose within it. Two approved paragraphs do not automatically authorize every sentence that could be assembled from them. Nor does a numerically intermediate value necessarily preserve the same allocation of risk. Legal meaning and operational dependencies do not always vary smoothly with a number.

Give the approver the reason for the departure, the consequence of accepting the buyer’s original position, the remaining risk under each alternative and evidence still missing. Quantify what can be quantified with a stated basis. Describe rights, feasibility and unbounded exposures separately. A blank cost cell should mean not established, not zero. Record whether an insurance assumption is confirmed, conditional or unavailable.

Finish each alternative with an explicit decision: approved to propose only, approved to accept under listed conditions, held for further evidence, or declined. Define what happens on buyer rejection. If the original term is outside the approved mandate, the bid returns for a new decision or remains held. The team must not convert an unsuccessful request for better terms into silent acceptance of the worse terms.

Worked mandate

Harthaven’s unchanged multiplier exceeds the approved amount

Fictional Harthaven Systems is reviewing an ordinary aggregate liability cap defined as twice the charges for the first twelve months. Assume the procedure permits the proposed departure and qualified reviewers have established the clause’s meaning for this example. Initial qualifying charges are GBP 480,000. The buyer position therefore gives an ordinary cap of GBP 960,000. This calculation does not measure every liability under the contract.

The internal decision authorizes proposing a preferred cap of exactly one times those charges and accepting either that wording or an exact fallback of 1.5 times, subject to the recorded conditions. The ordinary cap must not exceed GBP 750,000 gross. Named carve-outs, aggregation wording and separate category approvals must remain unchanged. The decision does not authorize the buyer’s original two-times position or arbitrary alternative multipliers.

At GBP 480,000 of qualifying charges, the preferred position is GBP 480,000 and the fallback is GBP 720,000. Both fit the numerical limit, but that fact closes only the amount test. The clause text, carve-outs, separate reviews and procedural conditions must also match. The GBP 30,000 difference between the fallback and the approval ceiling is not a general contingency allowance that negotiators can spend on other obligations.

Pricing then changes the qualifying first-year charges to GBP 520,000. The same 1.5 multiplier now produces GBP 780,000, which exceeds the authority limit by GBP 30,000. Hold that fallback and obtain an appropriately authorized new decision. The preferred amount would be GBP 520,000, but it is not automatically cleared: first establish whether the mandate permits that price-base change and whether every other condition remains satisfied. Keep both calculations with their price versions.

Do not use three-year revenue as the denominator when the clause defines the first twelve months. Do not deduct a possible insurance recovery from the gross approval test. Any uncapped categories or different caps remain separate questions; describing GBP 780,000 as maximum contract exposure would be false. This example tests approval scope, not the enforceability or suitability of a particular liability clause.

Conditions

Conditional approval stays held until its evidence exists

Write each release condition as a test with an owner, evidence reference and due time. “Subject to insurance” is incomplete. The reviewer needs the specified coverage question, the person competent to answer it and the actual answer against the clause version. Likewise, “delivery to confirm” should identify the dependency and available capacity to be confirmed. A calendar invitation to that team is not confirmation.

Keep a distinction between conditions that must be closed before release and obligations that are permitted to remain for later performance. The competent approver must explicitly authorize the latter treatment. A team should not relabel a missing prerequisite as a post-award action because time is short. If the condition depends on another entity, retain that entity’s competent commitment rather than assuming group affiliation or consortium membership supplies consent.

Record decisions against the version actually reviewed. Preserve the approver’s name and role, authority reference, time, selected alternative and conditions. A reply containing only “approved” can be usable when its referent and scope are unambiguous under the company’s process; otherwise ask a precise follow-up. Silence, attendance, an emoji or a forwarded chain should not be converted into a decision that the record cannot demonstrate.

Before release, compare meanings as well as files. A fingerprint identifies a file change, while a clause comparison explains whether the mandate still applies. Check linked price schedules, definitions, lots, entities, term, remedies and cross-references. Cosmetic changes may be handled under an explicit process; an unapproved change to the obligation, exposure or prerequisite needs renewed authority. Preserve the prior approval instead of overwriting it.

External effect

Internal approval and external authority answer different questions

FAR 52.215-1(c)(2) distinguishes the extent of agreement with solicitation terms, authorized negotiators and the authorized proposal signer, including evidence of an agent’s authority where required. Those fields do not establish the bidder’s internal risk approval. Check the actual provision, alternates and agency deviations; do not assume the buyer will hold discussions to repair an unapproved position.

The French DAJ guidance explains that initial offers need not always be signed unless the consultation requires it, with signature required at the relevant award stage. The tender’s actual instructions remain decisive. Absence of an initial signature requirement is therefore no reason to omit internal approval of the departure entering the offer.

For German GmbH managing directors, GmbHG section 37 distinguishes internal restrictions from their effect towards third parties. An internal approval breach does not by itself establish external ineffectiveness. Obtain case-specific legal assessment; do not generalize to every legal form or representative, or assume unauthorized communications can be ignored.

Keep the signature and submission records linked to, but separate from, the deviation decision. Confirm the actual entity, instrument and signing basis, and the authorized release operator. A certificate can identify a signer without proving the scope of the mandate. A portal login can enable submission without authorizing it. Where one person performs several steps, record the basis for each rather than treating the first approval as blanket permission.

Handoff

The next person should know what is allowed and what is still held

The final internal record should identify the decision, source clause and dependencies, approved alternatives, prohibited changes, amount basis, nonfinancial conditions, authority, expiry and current state. Link it to the departure register and the final released artifact. Use a clear outcome such as ready for authorized release, evidence missing, authority missing, wording changed or declined. A green status without these details is difficult to apply responsibly.

Prepare buyer-facing disclosure in the prescribed location and format when the procedure allows it. Preserve the exact approved departure and any conditions the buyer must evaluate. Internal risk appetite, fallback limits, privileged advice and protected partner information do not automatically belong in that disclosure. Review the permitted audience and disclose only what the process requires and the company has authorized.

If approval expires before release, hold the affected position for revalidation. If the offer has already been sent, do not assume the internal expiry shortens its external validity or withdraws it. Identify precisely what was transmitted, when, through which authorized channel and under which terms; obtain the appropriate legal and business decision on any response. Changing an internal status cannot undo an external act.

An agent may compare approved and proposed wording, reproduce the disclosed arithmetic, flag unmet conditions and draft an internal decision request from authorized records. It must not infer authority from job titles, approve residual risk, manufacture consent or resolve disputed legal meaning. Buyer contact, negotiation, signature, disclosure, withdrawal and submission require separate explicit authority. The inspectable result is a bounded decision record, not an autonomous commitment.