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.
Oklahoma Merchant's Objection to Additional Term: A Detailed Description with Relevant Keywords Oklahoma merchants may express their objection to additional terms in various contractual agreements. These objections typically arise when merchants feel that additional terms proposed by the counterparty could potentially harm their business interests, disrupt existing agreements, or require them to undertake obligations they find undesirable. Common Types of Oklahoma Merchant's Objections to Additional Terms: 1. Unfavorable Pricing: Merchants may object to additional terms if they include price increases or surcharges that could negatively impact their profit margins or render their goods and services less competitive in the market. Keywords: pricing, cost, profitability, surcharges, competitiveness. 2. Unreasonable Contract Duration: Merchants may express objections when faced with proposed additional terms that change the duration of a contract. If new terms extend the contract beyond what the merchant deems necessary or pose uncertainties regarding termination or renewal, objections may be raised. Keywords: contract duration, termination, renewal, uncertainty. 3. Unforeseen Liability: Additional terms could expose merchants to unforeseen liabilities or obligations deemed unfair or excessive. If the proposed terms shift responsibility onto the merchant for events or circumstances beyond their control or impose penalties that are disproportionate, objections may be made. Keywords: liability, obligations, unfairness, disproportionality, penalties. 4. Unilateral Modification: Merchants may object to additional terms that grant the counterparty the unilateral right to modify or change the agreement without the merchant's consent or sufficient notice. Such terms undermine the merchant's ability to plan, budget, and manage their business effectively. Keywords: unilateral modification, consent, notice, planning, control. 5. Inadequate Product/Service Quality: If additional terms fail to address concerns related to the quality or performance of products or services, merchants may object. They may seek amendments or clarifications to ensure they are not bound by terms that do not guarantee satisfactory quality standards. Keywords: product quality, service quality, performance, satisfaction. 6. Unreasonable Limitations on Remedies: Merchants may object to additional terms that impose unfair restrictions on their ability to seek remedies or damages in case of a breach, such as limits on liability, forced arbitration, or exclusion of certain warranties. Keywords: remedies, damages, breach, limits on liability, arbitration, warranties. In conclusion, Oklahoma merchants may have various objections to additional terms in contracts. These objections can involve pricing, contract duration, liability, modification rights, product/service quality, and limitations on remedies. By voicing these objections, merchants strive to protect their business interests and negotiate fair and mutually beneficial agreements.
