FAR 13.302-3—Obtaining contractor acceptance and modifying purchase orders.
Plain-English Summary
FAR 13.302-3 explains how a contracting officer turns a purchase order into a binding contract before performance begins, and how purchase order modifications must be handled. It covers three main subjects: when written contractor acceptance is required for the original purchase order, how a purchase order modification must be identified and numbered, and when the contractor’s written acceptance of a modification may be required. The rule matters because purchase orders under simplified acquisition procedures are often issued before the contractor signs anything, so the government needs a clear method to confirm agreement when a binding contract is desired up front. It also protects both sides by making sure modifications are traceable to the correct order and by limiting when additional written acceptance is demanded. In practice, this section helps contracting officers decide whether they need a signed acceptance, how to document changes properly, and when a contractor must formally agree to revised terms before the change is effective.
Key Rules
Written acceptance before performance
If the contracting officer wants a binding contract to exist before the contractor starts work, the officer must require the contractor’s written acceptance of the purchase order. This written acceptance is the mechanism that confirms agreement and avoids uncertainty about whether the order has been accepted.
Acceptance defined by FAR 2.101
The section refers to written acceptance as defined in FAR 2.101, so the form of acceptance must meet the FAR’s definition. Contracting officers should ensure the acceptance is documented in a way that clearly shows the contractor agreed to the purchase order.
Modifications must identify the original order
Every purchase order modification must identify the order it changes and include an appropriate modification number. This ensures the modification is traceable, prevents confusion with other orders, and creates a clear audit trail.
Written acceptance of changes is limited
A contractor’s written acceptance of a purchase order modification may be required only in two situations: when the contracting officer determines it is necessary to ensure compliance with the revised order, or when agency regulations require it. Outside those circumstances, written acceptance should not be imposed as a routine requirement.
Agency rules may add requirements
Agency-specific regulations can require written acceptance of modifications even when the contracting officer would not otherwise require it. Contracting officers must follow any applicable agency-level procedures in addition to the FAR.
Responsibilities
Contracting Officer
Decide whether a binding contract is needed before performance begins and, if so, require the contractor’s written acceptance of the purchase order. Ensure every modification identifies the original purchase order and carries a proper modification number. Determine whether written acceptance of a modification is necessary to ensure compliance, and follow any agency regulations that require acceptance.
Contractor
Provide written acceptance when required for the original purchase order or for a modification. Review modifications carefully to confirm the revised terms are understood and accepted before relying on the changed order.
Agency
Issue and enforce any agency regulations that require written acceptance of purchase order modifications. Provide internal procedures that support consistent use of purchase order acceptance and modification numbering.
Practical Implications
If the government wants the purchase order to be binding before work starts, it should not rely on silence or performance alone; it should obtain written acceptance up front.
Poor modification control is a common problem: failing to identify the original order or assign a proper modification number can create disputes, confusion, and audit issues.
Contracting officers should not require contractor acceptance of every modification by default; the FAR limits that requirement to situations where compliance needs it or agency rules require it.
Contractors should treat purchase order modifications seriously, because a change may affect scope, price, delivery, or other obligations even if a new signature is not always required.
Clear documentation is essential. Written acceptance, proper modification numbering, and reference to the correct purchase order help prevent disagreements about what was ordered and when the contract became binding.
Official Regulatory Text
(a) When it is desired to consummate a binding contract between the parties before the contractor undertakes performance, the contracting officer shall require written (see 2.101 ) acceptance of the purchase order by the contractor. (b) Each purchase order modification shall identify the order it modifies and shall contain an appropriate modification number. (c) A contractor’s written acceptance of a purchase order modification may be required only if- (1) Determined by the contracting officer to be necessary to ensure the contractor’s compliance with the purchase order as revised; or (2) Required by agency regulations.