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.
Colorado Merchant's Objection to Additional Term When engaging in business transactions or entering into contracts, merchants in the state of Colorado may encounter situations where they need to raise objections to certain additional terms proposed by the other party. These objections can arise due to various reasons, such as concerns about the impact on their business operations, potential legal implications, financial risks, or other factors. Colorado's merchants often object to additional terms when they perceive them as disadvantageous, unfair, or incompatible with their own business goals. By voicing their objections, these merchants aim to negotiate better terms that align with their needs, protect their interests, and ensure a mutually beneficial agreement for all parties involved. Some main types of objections that Colorado merchants may have towards additional terms are as follows: 1. Pricing and Payment Terms Objection: Merchants may object to additional terms related to pricing structure, payment schedules, or discounts, if they believe these terms are unfavorable or unsustainable for their business. They may seek to negotiate more favorable pricing or payment options to ensure profitability and financial stability. 2. Delivery Terms Objection: Merchants may raise objections to additional terms pertaining to delivery schedules, shipping methods, or liability for lost or damaged goods. They may seek to modify these terms to ensure timely and secure delivery, minimize potential losses, or allocate responsibilities fairly between the parties. 3. Warranty and Liability Objection: Merchants may object to additional terms concerning warranties, guarantees, or limitations of liability. They may seek to clarify or enhance warranties, minimize their liability exposure, or address concerns about potential legal implications arising from these terms. 4. Termination or Renegotiation Objection: Merchants may object to additional terms that restrict their ability to terminate the contract or renegotiate its terms in the future. They may seek to preserve their flexibility and freedom to exit or modify the agreement if circumstances change or if the contract becomes detrimental to their business interests. 5. Intellectual Property and Confidentiality Objection: Merchants may object to additional terms related to intellectual property rights, confidentiality, or non-disclosure clauses. They may seek to protect their proprietary information, trade secrets, or control over their brand image, and ensure that these terms do not compromise their competitive advantage. Colorado's merchants must carefully review additional terms proposed by the other party before agreeing to them. If they have any objections, it is in their best interest to clearly articulate their concerns and engage in negotiations to reach a satisfactory resolution. By doing so, these merchants can safeguard their business interests, maintain positive relationships with their counterparts, and avoid potential legal disputes or financial setbacks.
