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.
California Merchant's Objection to Additional Term refers to the disagreement or protest raised by merchants operating in the state of California against the inclusion of additional terms in agreements, contracts, or policies affecting their business operations. This objection mainly stems from concerns related to potential negative implications, unfairness, or harm that may arise due to these additional terms. Keywords: California, merchant's objection, additional term, agreements, contracts, policies, business operations, disagreement, protest, concerns, negative implications, unfairness, harm. Types of California Merchant's Objection to Additional Terms: 1. Unfair Pricing: Merchants may object to additional terms that result in unfair pricing practices. This could include price increases, unreasonable surcharges, or undisclosed fees that can affect their profitability and competitiveness. 2. Anti-competitive Practices: Merchants may object to additional terms that promote anti-competitive practices, such as exclusivity clauses or restrictions on sourcing products from other suppliers. This limits their ability to explore alternative options or form partnerships that could benefit their business. 3. Unfavorable Payment Terms: Merchants may object to additional terms related to payment schedules, methods, or fees imposed by the California government or other entities. Such terms may create cash flow issues, extra administrative burdens, or hinder their ability to accept certain payment methods. 4. Privacy and Data Security: Merchants may object to additional terms that compromise the privacy or security of their customers' personal information. They may voice concerns regarding data collection, sharing, and retention practices that could expose their customers to privacy breaches, identity theft, or other cyber threats. 5. Unreasonable Liability or Indemnity Clauses: Merchants may object to additional terms that impose excessive or unreasonable liability or indemnification obligations on them in case of legal disputes, damages, or unforeseen events. Such terms may disproportionately shift the risk burden to the merchants, potentially exposing them to financial losses. 6. Unilateral Modification Clauses: Merchants may object to additional terms that grant the other party the power to unilaterally modify the agreement or contract without prior notice or consultation. This lack of transparency and predictability can undermine trust and hinder proper business planning. Overall, the varied objections raised by California merchants against additional terms indicate their desire for fair, transparent, and mutually beneficial agreements that support their business growth and protect their interests.
