Questions: This happens to additional terms in
an acceptance under UCC Article 2
when both parties are merchants.
Transcript text: This happens to additional terms in
an acceptance under UCC Article 2
when both parties are merchants.
Solution
Under the Uniform Commercial Code (UCC) Article 2, which governs the sale of goods, the treatment of additional terms in an acceptance when both parties are merchants is addressed in Section 2-207, often referred to as the "battle of the forms."
Explanation
When both parties are merchants, additional terms in an acceptance can become part of the contract unless:
The offer expressly limits acceptance to the terms of the offer. If the original offer explicitly states that acceptance is limited to its terms, any additional terms proposed by the offeree do not become part of the contract.
The additional terms materially alter the contract. If the new terms would result in a significant change to the contract, they do not automatically become part of the agreement. Material alterations could include changes that would cause surprise or hardship to the offeror without their express consent.
Notification of objection to the additional terms has already been given or is given within a reasonable time. If the offeror objects to the additional terms, either before or shortly after receiving the acceptance, those terms do not become part of the contract.
Example
For instance, if a buyer sends a purchase order to a seller for goods, and the seller responds with an acceptance that includes an additional term such as a warranty disclaimer, this additional term will become part of the contract unless it materially alters the original offer, the buyer had previously objected to such terms, or the buyer objects within a reasonable time after receiving the acceptance.
This approach under UCC Article 2 aims to facilitate commerce by allowing contracts to be formed even when there are minor discrepancies between the offer and acceptance, reflecting the realities of business transactions where forms often do not match perfectly.