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.
San Diego California Merchant's Objection to Additional Term: Exploring Key Concerns and Types A San Diego California merchant's objection to an additional term refers to a situation where a business owner or trader expresses their opposition to a proposed clause or condition that has been suggested or imposed upon them. This objection is primarily raised due to the perceived negative impact or potential risks associated with the additional term. Several types of objections can be observed among San Diego California merchants when it comes to additional terms. These objections may vary depending on the nature of the business, industry, and the specific circumstances of the proposal. Some common types of objections include: 1. Financial Impact Objection: Merchants often object to additional terms that could lead to financial burdens or increased costs for their businesses. This objection can be related to the requirement of additional fees, higher transactional costs, or unfavorable payment terms that may affect their profitability. 2. Operational Constraints Objection: San Diego California merchants may object to additional terms that impose operational constraints or limitations on their businesses. These objections can be raised against restrictive business hours, stringent inventory management requirements, or the need to adopt new technologies that may disrupt their existing operations. 3. Legal Compliance Objection: Merchants may object to additional terms that create compliance challenges or legal uncertainties. This objection is often voiced if the proposed term conflicts with existing laws and regulations, potentially exposing the business to legal risks, penalties, or compliance complexities. 4. Contractual Imbalances Objection: In some cases, merchants object to additional terms that create an unequal balance of rights and obligations between themselves and the counterparty. This objection can arise when the proposed term favors the other party excessively, giving them an unfair advantage or limiting the merchant's ability to negotiate or protect their interests. 5. Reputational Concerns Objection: San Diego California merchants may object to additional terms that could harm their reputation or brand image. This objection can be related to partnerships with organizations or suppliers with questionable ethics or practices, obligations to promote certain products or services that may contradict the merchant's values, or requirements to disclose sensitive information that could erode customer trust. In summary, when San Diego California merchants raise objections to additional terms, it typically stems from concerns related to financial impact, operational constraints, legal compliance, contractual imbalances, or reputational risks. By understanding the different types of objections that may arise, businesses can better address merchant concerns and effectively negotiate terms that are mutually beneficial.
