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.
Maryland Merchant's Objection to Additional Term: A Detailed Description Keywords: Maryland, merchant, objection, additional term, contract, legal, terms and conditions, negotiation Maryland Merchant's Objection to Additional Term refers to a specific aspect of contract negotiation where a merchant (or business owner) based in the state of Maryland expresses their opposition to an additional term proposed by the other party involved in the contract. This objection is usually raised when the merchant believes that the proposed additional term, if included in the contract, may be disadvantageous or unfair to their business interests. In contractual agreements, merchants in Maryland, like in any other location, strive to establish mutually beneficial terms and conditions to protect their rights, mitigate risks, and ensure that the contract is equitable. However, when an additional term is introduced by the other party, the merchant may find it necessary to object in order to preserve their best interests. The objection may stem from several reasons, such as: 1. Financial Implications: The merchant may argue that the proposed additional term poses financial burdens or increases costs significantly, making it economically unfeasible for the business. 2. Operational Constraints: The merchant may assert that the additional term hampers their ability to meet contractual obligations or interferes with their business operations, potentially causing delays, disruptions, or inefficiencies in their workflow. 3. Legal Compliance: The merchant may object to an additional term if it requires them to engage in activities that are legally prohibited or compromises their compliance with Maryland state laws or regulations. 4. Unfair Advantage: The merchant may object if they perceive that the proposed additional term gives an unfair advantage to the other party, placing them at a disadvantage in terms of the bargaining power or relationship dynamics. 5. Risk Allocation: The merchant may argue that the additional term disproportionately shifts risks or liabilities onto their business, potentially exposing them to undue financial or legal consequences. Types of Maryland Merchant's Objection to Additional Terms: 1. Pricing-Related Objection: The merchant may oppose an additional term that alters pricing structures or introduces unexpected costs, arguing that it may impact their profitability or disrupt their pricing strategy. 2. Delivery and Performance Objection: The merchant may object to an additional term that affects the delivery timeline or performance obligations, claiming it could hinder their ability to meet customer expectations or fulfill contractual obligations effectively. 3. Indemnification Objection: The merchant may raise concerns about an additional term that demands excessive indemnification, potentially holding them accountable for damages or losses beyond what is reasonable or customary. 4. Non-Compete and Confidentiality Objection: The merchant may object to an additional term that restricts their ability to compete or imposes stringent confidentiality obligations, arguing that it encroaches on their ability to conduct business freely or utilizes sensitive information disadvantageously. When facing an objection to an additional term, negotiations between the merchant and the other party will typically take place to address the concerns expressed and find a middle ground that is acceptable to both parties. If unable to find a resolution, the objection may lead to revising the contract terms, seeking legal advice, or even terminating the contract altogether.
