A purchase offer is the moment when a negotiation stops being a conversation and becomes a document with legal consequences. I have seen buyers sign it without understanding what they were committing to. And sellers reject it without knowing they had every right to do so.
This article is meant to explain how the mechanism works, before you end up in a situation you are not able to handle.
What a Purchase Offer Is
A purchase offer is a written document in which a potential buyer formally offers to purchase a property under specific conditions: price, payment terms, closing date, and any suspensive conditions.
From a legal standpoint, until the seller accepts it, it only binds the person who signed it. The proponent cannot withdraw without losing the deposit. The seller, on the other hand, may reject or ignore it without consequences until the deadline indicated.
That asymmetry is important to understand.
What It Must Contain
A valid purchase offer should include the following elements:
Property identification details. Address, cadastral details (sheet, parcel, sub-parcel), surface area, and appurtenances. Before signing any offer, it is good practice to verify that the cadastral details are correct. You can do this with an online cadastral search.
Offer price. The exact amount, in numbers and words.
Payment method. How much is paid when the preliminary contract is signed, and how much at closing. If you need a mortgage, that should be stated.
Mortgage suspensive condition. If the purchase depends on obtaining financing, this clause protects the buyer: if the bank denies the mortgage by a certain date, the offer lapses and the deposit is returned.
Deposit amount and type. Usually between 5% and 10% of the offer price. It must be specified whether it is an earnest deposit (caparra confirmatoria) or a penalty deposit (caparra penitenziale) — the difference is substantial, and I explain it below.
Validity period of the offer. The deadline by which the seller must respond. Usually 7–15 days.
Expected closing date. An approximate date, which becomes a reference point for both parties.
Condition of the property. Vacant or occupied, with or without mortgages, with or without ongoing works. Anything not disclosed becomes a problem later.
The Deposit: Earnest or Penalty
The difference between the two types of deposit is concrete and often underestimated.
Earnest deposit (caparra confirmatoria, art. 1385 of the Civil Code): this is the standard one. If the buyer backs out, they lose the deposit. If the seller backs out, they must return double. If one party fails to perform, the other may choose between terminating the contract and keeping/returning the deposit, or claiming actual damages (which may exceed the deposit).
Penalty deposit (caparra penitenziale, art. 1386): this works as a right of withdrawal. Whoever withdraws loses the deposit (buyer) or pays back double (seller), but no additional damages may be claimed. It closes off all further claims.
In residential sales, the earnest deposit is almost always the one used.
When the Seller Can Reject
Always, until acceptance.
The seller is not obliged to accept any offer, not even if it matches the asking price, not even if it is the first one received. There is no rule requiring acceptance.
The reasons a seller may reject an offer are many: a mortgage suspensive condition, the payment structure, a closing date that is too far away, a better parallel offer received in the meantime, or simply a different assessment of the buyer’s reliability.
If you are selling a home and receive an offer that does not convince you, rejecting it is your right. The negotiation ends there.
What Happens After Acceptance
When the seller signs acceptance, the offer becomes binding for both parties. In many cases, it already has the effect of a preliminary contract.
From that moment on, whoever withdraws without justified reason loses the deposit (buyer) or must return double (seller).
Often, after the accepted offer, a more detailed preliminary contract is signed. But this is not always mandatory: if the offer is sufficiently detailed, you can go directly to closing.
Suspensive Conditions
These are clauses that make the offer effective only upon the occurrence of a future event. The most common are:
Mortgage suspensive condition. The offer is valid only if the bank approves financing by a certain date. If the mortgage is denied, the offer lapses and the deposit is returned to the buyer without penalties.
Urban compliance suspensive condition. The purchase is conditional on verifying that the property complies with building permits. If unresolvable irregularities emerge, the buyer may withdraw.
Including a suspensive condition reduces the risk for the buyer. From the seller’s point of view, it means accepting greater uncertainty until the verification is complete.
Purchase Offer and Preliminary Contract: The Difference
The offer is unilateral: it binds only the proponent until acceptance.
The preliminary contract (compromesso) is a bilateral agreement signed by both parties from the start.
After acceptance, the offer produces effects similar to a preliminary contract. In practice, however, the preliminary contract is more detailed and gives greater protection to both sides.
If the property has complexities (mortgages, usufruct, co-heirs, an articulated negotiation), a separate preliminary contract is the safer choice.
Common Mistakes I See in Practice
An offer without a mortgage suspensive condition, signed by buyers who do not yet have bank pre-approval. If the mortgage is denied, they lose the deposit.
A deposit that is too low (1–2%), which does not protect the seller: if the buyer backs out, the loss is minimal and the seller has frozen the property for weeks.
Cadastral details not checked. I have seen accepted offers on properties with planning irregularities that only emerged at closing, blocking everything.
A validity period that is too long. 15 days is already generous. Giving 30 days means keeping the property off the market for a month with no certainty.
The Offer in Private Sales
Selling without an agent is legitimate. But a purchase offer between private parties requires the same formal attention as one handled with a professional.
The fact that there is no intermediary does not reduce the legal implications of the document.
I explained in detail what changes when selling a home without intermediaries in this article: Private Sale: How It Works and What Risks You Run.
For a complete overview of the sales process, including the phases before and after the offer: Selling a Home in 2026: Complete Guide.
Frequently Asked Questions About Purchase Offers
Can the seller reject a purchase offer?
Yes. Until acceptance, the seller is free to reject any offer without legal consequences, even if it matches the asking price.
How long does a purchase offer last?
The proponent sets this at the time of signing. Usually between 7 and 15 days. After the deadline, if there has been no acceptance, the offer expires and the deposit is returned.
What happens if the seller accepts the offer?
Acceptance makes the offer binding for both parties. Whoever withdraws after acceptance loses the deposit (buyer) or must return double (seller).
Is a deposit mandatory?
There is no legal obligation, but in practice it is almost always included. The standard amount is between 5% and 10% of the offer price.
Are a purchase offer and a preliminary contract the same thing?
No. The offer binds only the proponent until acceptance. After acceptance it produces effects similar to a preliminary contract, but a separate preliminary agreement is more detailed and provides greater protection.
Can an offer be modified after signing?
No. Once signed, the offer can only be accepted or rejected. To change it, the existing one must be withdrawn (with loss of the deposit) and a new one submitted.
