Unless it is expressly specified that an offer to buy or sell goods must be accepted just as made, the offeree may accept an offer and at the same time propose an additional term. This is contrary to general contract law. Under general contract law, the proposed additional term would be considered a counteroffer and the original offer would be rejected. Under Article 2 of the UCC, the new term does not reject the original offer. A contract arises on the terms of the original offer, and the new term is a counteroffer. The new term does not become binding until accepted by the original offeror. If, however, the offer states that it must be accepted exactly as made, the ordinary contract law rules apply.
In a transaction between merchants, the additional term becomes part of the contract if that term does not materially alter the offer and no objection is made to it. However, if such an additional term from the seller operates solely to the seller’s advantage, it is a material term and must be accepted by the buyer to be effective. A buyer may expressly or by conduct agree to a term added by the seller to the acceptance of the buyer‘s offer. The buyer may agree orally or in writing to the additional term. There is an acceptance by conduct if the buyer accepts the goods with knowledge that the term has been added by the seller.
The Michigan Merchant's Objection to Additional Term refers to a legal term used to describe the objection raised by merchants in Michigan, USA against the inclusion of certain additional terms in contracts or agreements. These objections mainly concern terms that are perceived to be unfair, exploitative, or disadvantageous to the merchants involved. Michigan's merchants may object to additional terms that they feel infringe upon their rights, such as ones that impose unreasonable fees, unjustified penalties, or onerous obligations. These objections aim to protect the interests of the merchants and ensure a fair and balanced contractual relationship with their customers or business partners. One type of objection that Michigan merchants commonly raise is against unilateral contract amendments. This occurs when one party tries to modify or introduce new terms unilaterally without obtaining the other party's consent. Merchants may argue that such changes are unfair and disrupt the originally agreed-upon terms, potentially leading to financial harm or loss for their business. Another type of objection relates to non-negotiable contracts or standard form contracts. Merchants may argue that they are in a weaker bargaining position compared to the other party, such as large corporations or business associations, resulting in an imbalance of power. These contracts often contain terms that heavily favor the stronger party, and merchants may object to such terms that limit their ability to negotiate or protect their interests. Michigan's merchants may also object to additional terms that they perceive as unclear, ambiguous, or drafted in a way that undermines their rights. Vague language or overly broad provisions can create uncertainty and potential legal disputes. Consequently, merchants may raise objections to ensure that the contractual terms are specific, understandable, and in compliance with applicable laws and regulations. Furthermore, merchants in Michigan may object to terms that limit their ability to seek legal recourse or protect their rights if a dispute arises. For instance, they may object to mandatory arbitration clauses that prevent them from pursuing litigation in a court of law. Merchants may argue that such terms deprive them of a fair legal process or remove the option to resolve disputes through legal channels. To summarize, the Michigan Merchant's Objection to Additional Term is a crucial element in safeguarding the rights and interests of Michigan merchants when entering into contracts or agreements. These objections primarily revolve around unfair, exploitative, or disadvantageous terms that could harm their business. By raising objections, Michigan merchants aim to ensure a fair and equitable contractual relationship and protect themselves from potential harm or exploitation.
