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.
Indiana Merchant's Objection to Additional Term refers to a specific type of disagreement or protest raised by merchants in the state of Indiana against the inclusion of extra conditions or clauses in a contract or agreement. These objections typically arise when additional terms are introduced by the other party (usually the buyer or lender) that impose burdensome obligations, unfair restrictions, or unfavorable terms upon the merchants. Merchants in Indiana have the right to voice their objection to these additional terms, safeguarding their interests and ensuring fair trading practices. This objection is often formalized through written communications or legal channels, specifically highlighting the specific concerns and reasons for the objection. The objections to additional terms can arise in various scenarios and can be categorized into different types: 1. Unfair Pricing or Profit Margins: Merchants may object to additional terms related to pricing, such as forced price reductions, unreasonably low profit margins, or price fixing agreements. They argue that these terms would undermine their ability to maintain profitable businesses. 2. Excessive Liability or Risk Allocation: Merchants might raise objections when additional terms shift an unreasonable amount of liability or financial risk onto their shoulders. They argue that such terms create an unbalanced contractual relationship, making it burdensome for them to fulfill their obligations. 3. Unreasonable Termination Conditions: Merchants may object to additional terms that impose unreasonable or discriminatory conditions for contract termination. These conditions may restrict their ability to exit contracts early or transfer their business operations to alternative suppliers. 4. Sudden and Unfavorable Changes: Merchants can object to unexpected changes in the terms after they have committed to an agreement. They argue that such changes hinder their ability to plan their business operations effectively and may infringe upon their contractual rights. 5. Unnecessary Compliance Requirements: Merchants might object to additional terms that introduce excessive and costly compliance obligations, such as specific equipment purchases, certifications, or ongoing monitoring. They contend that these requirements burden their businesses without adding significant value. Overall, Indiana Merchant's Objection to Additional Term aims to protect the interests of merchants and promote fair and equitable contractual relationships. By voicing their concerns and objections, merchants strive to negotiate more favorable terms that ensure their long-term sustainability and profitability.
