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.
Texas Merchant's Objection to Additional Term refers to a legal issue raised by merchants in Texas regarding the inclusion of an added clause or condition in a contract or agreement. Merchants often express their opposition to such additional terms due to concerns related to their business operations, potential liabilities, or unfair clauses that may have a negative impact on their rights or profitability. One type of Texas Merchant's Objection to Additional Term could be related to "Unilateral Modification Clauses." Merchants may object to contract terms that grant one party the unilateral right to modify the agreement without the consent or involvement of the other party. Such clauses may lead to uncertainty, unfair changes, or unexpected financial burdens for the merchants. Another type of objection could pertain to "Excessive Liability or Indemnification Clauses." Merchants may object to terms that impose unreasonably high financial or legal obligations on them, placing an excessive burden on their business. These clauses may aim to transfer a significant amount of risk or liability to the merchant, potentially leading to financial instability or even the collapse of their business. Merchants may also object to "Non-Compete Restrictions" as an additional term in contracts. Such clauses may restrict merchants' ability to participate in specific business activities or operate in certain regions, limiting their market presence and growth potential. These restrictions may be seen as stifling competition or encroaching on the merchants' freedom to conduct business as desired. Another category of objection could involve "Confidentiality or Non-Disclosure Clauses." Merchants may raise concerns regarding clauses that impede their ability to share or disclose certain information about the agreement, products, or business operations. These clauses may hinder merchants from collaborating with other businesses or impede their marketing efforts, potentially limiting their growth opportunities. In summary, Texas Merchant's Objection to Additional Term relates to the opposition raised by merchants in Texas against the inclusion of particular clauses or conditions in contracts that they deem unreasonable, detrimental, or unfair to their business interests. Some types of objections include Unilateral Modification Clauses, Excessive Liability or Indemnification Clauses, Non-Compete Restrictions, and Confidentiality or Non-Disclosure Clauses. It is important for merchants to carefully review and negotiate terms to protect their rights and ensure a fair and balanced agreement.
