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.
Florida Merchant's Objection to Additional Term — Detailed Description and Types Florida Merchant's Objection to Additional Term refers to the concerns raised by merchants operating in the state of Florida regarding the inclusion of additional terms in contracts or agreements. These objections are based on various legal and business considerations, aiming to protect the rights and interests of merchants in their transactions. Types of Florida Merchant's Objection to Additional Term: 1. Unfair or Unreasonable Terms: Merchants may object to additional terms that are deemed unfair or unreasonable in their contracts. This objection can arise when the terms impose undue burdens, place excessive liabilities, or are significantly one-sided, favoring the other party unfairly. Merchants may argue against such terms to ensure a fair and balanced agreement. 2. Non-Compliance with Florida Statutes and Regulations: Florida has specific statutes and regulations that govern certain industries or commercial activities. Merchants may object to additional terms that contravene these regulations, as they could lead to legal non-compliance. This objection ensures that their actions remain within the bounds of the law and avoids potential legal complications. 3. Lack of Clarity or Ambiguity: Merchants may object to additional terms that lack clarity or are ambiguous. Such terms may lead to misunderstandings, disputes, or difficulties in interpretation. Merchants seek clear and unambiguous terms to avoid potential confusion and ensure all parties have a shared understanding of the contractual obligations. 4. Inconsistency with Established Trade Practices: Merchants may object to additional terms that deviate from established trade practices in Florida. These objections arise when the additional terms disrupt commonly accepted industry norms or practices, which can hinder smooth business operations. Merchants may argue against such terms to maintain consistency and streamline their processes. 5. Overly Restrictive Conditions: Merchants may object to additional terms that impose overly restrictive conditions, such as limitations on their ability to negotiate, modify, or terminate the contract. These objections aim to protect the flexibility and autonomy of merchants in managing their business operations effectively. 6. Unreasonable Price or Payment Terms: Merchants may object to additional terms that involve unreasonable pricing structures or payment terms. This objection can arise when the terms impose exorbitant fees, interest rates, or penalties. Merchants seek fair and reasonable pricing arrangements to ensure profitability and sustainable business growth. In conclusion, Florida Merchant's Objection to Additional Term encompasses a range of concerns raised by merchants operating in Florida. These objections revolve around issues related to fairness, legality, clarity, trade practices, restrictiveness, and pricing. By voicing their objections, merchants strive to safeguard their rights and interests while maintaining transparent and mutually beneficial contractual relationships.
