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.
Alabama Merchant's Objection to Additional Term: In the business and commercial sector, Alabama merchants occasionally encounter situations where they need to voice their opposition to additional terms proposed in a contractual agreement. This objection arises when merchants believe that the insertion, modification, or extension of certain terms is detrimental to their interests, resulting in potential risks or disadvantages. The objections put forth by Alabama merchants can vary depending on the specific nature of the additional terms in question. Some common types of objections include: 1. Financial Implications: Merchants may object to additional terms that could lead to increased costs, fees, or charges, ultimately impacting their profitability. These objections often revolve around pricing adjustments, excessive commissions, or unexpected expenses that may burden the merchant's bottom line. 2. Contractual Obligations: Merchants might object to additional terms that impose new obligations or responsibilities not initially agreed upon. These objections may argue that the additional terms breach the original agreement or go beyond the scope of the merchant's capabilities or resources. 3. Performance and Quality: Merchants may raise objections when additional terms negatively affect the quality, timing, or manner in which goods or services are to be provided. The merchant may argue that these terms compromise their ability to deliver products or services up to the required standards, potentially damaging their reputation or customer satisfaction. 4. Liability and Risk Allocation: Additional terms that impose excessive liability or shift risks disproportionately to the merchant might be objected to. Merchants can argue that such terms are unfair or incompatible with their risk management strategies, potentially leaving them financially exposed or vulnerable to legal disputes. 5. Compliance and Regulatory Concerns: Alabama merchants may object to additional terms that conflict with local, state, or federal laws, regulations, or industry standards. They may assert that the proposed terms could violate consumer protection laws, infringe on privacy rights, or fail to comply with environmental regulations, among other concerns. When Alabama merchants raise objections to additional terms, they typically provide a detailed rationale, supporting documentation, and alternative proposals if applicable. These objections are often submitted in writing as formal notifications or amendments to the contract, allowing the merchant to negotiate with the other party involved in the agreement. Overall, Alabama merchants' objections to additional terms are a vital aspect of maintaining fair and mutually beneficial business relationships. By voicing their concerns, merchants aim to protect their interests, ensure compliance, and preserve their financial stability in the ever-evolving business landscape.
