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.
Idaho Merchant's Objection to Additional Term refers to the concerns or disagreement expressed by merchants in the state of Idaho regarding the inclusion of an extra condition or provision in a contract, agreement, or business arrangement. This objection often arises when the proposed term is deemed unnecessary, unfavorable, or potentially harmful to the merchant's interests. Merchants in Idaho may have various objections to additional terms depending on their specific situations, industries, or perspectives. Here are a few types of objections commonly observed: 1. Cost-related objections: Merchants may object to additional terms that result in increased expenses or financial burdens. This could involve additional fees, charges, or obligations that impact their profitability. 2. Legal and compliance objections: Merchants may object to additional terms that impose legal or regulatory responsibilities that are in conflict with local, state, or federal laws. They might express concerns over potential legal risks and non-compliance issues. 3. Unfair or one-sided objections: Merchants may object to additional terms that are perceived as unfair, unequal, or heavily favoring the other party involved. Such objections often revolve around the lack of balance, reciprocity, or equitable treatment. 4. Operational or logistical objections: Merchants may object to additional terms that create practical challenges or operational complexities. For example, if a term requires extensive changes to existing processes, systems, or infrastructure, the merchant may express reservations. 5. Time-related objections: Merchants may object to additional terms that affect their ability to meet deadlines or required timelines. This could be due to the time-consuming nature of compliance or implementation, impacting their overall efficiency. Merchants in Idaho, like any business owners, aim to protect their interests, maintain profitability, and ensure a fair and mutually beneficial business relationship. When faced with a proposed additional term, they carefully evaluate its potential impact and raise objections based on relevant legal, financial, operational, or fairness considerations. By doing so, merchants seek to negotiate or modify the terms to better align with their specific needs and priorities.
