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.
Pennsylvania Merchant's Objection to Additional Term is a legal concept that refers to a merchant's opposition or disagreement with an additional term included in a contract or agreement. In Pennsylvania, merchants have the right to object to any clause or provision which they find to be unfavorable or detrimental to their business interests. This objection can be raised during the negotiation process or even after signing the agreement. Some common types of Pennsylvania Merchant's Objection to Additional Term may include: 1. Unreasonable Price Increase: Merchants may object to a sudden or exorbitant increase in prices for goods or services beyond what was initially agreed upon. They may argue that such a term unfairly burdens their business or renders the agreement economically unfeasible. 2. Unfair Competition Restriction: Merchants may object to clauses that impose restrictive covenants or non-compete agreements, preventing them from engaging in similar businesses or competing with the other party involved. They may argue that such restrictions hinder their ability to operate freely in the market and negatively impact their competitive advantage. 3. Unbalanced Liability Allocation: Merchants may object to contract terms that disproportionately allocate liability or risk to their side, leaving them vulnerable to legal consequences or financial losses. They may argue that the terms should be more equitable and shared between both parties. 4. Inadequate Contractual Remedies: Merchants may object to insufficient or inadequate remedies outlined in the contract for breach or non-performance. They may argue that the specified remedies do not adequately protect their rights and interests and may seek modifications or additional provisions to address potential breaches. Pennsylvania's merchants should carefully review contracts and agreements before signing and be vigilant in identifying any objectionable terms. It is advisable for merchants to consult with legal counsel to explore available options and strategies for raising objections effectively and protecting their business interests.
