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An offer made in return by one who rejects an unsatisfactory offer.
(Commerce) a response to a bid in which a seller amends his original offer, making it more favourable to the buyer
coun•ter•of•fer(ˈkaʊn tərˌɔ fər, -ˌɒf ər)
an offer or proposal made to offset or substitute for an earlier offer made by another.