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.
North Dakota Merchant's Objection to Additional Term refers to the legal objection raised by merchants in North Dakota against the inclusion of additional terms in a contract or agreement. When merchants encounter clauses or provisions that they believe are unduly burdensome, unfair, or unfavorable to their business operations, they may voice their objections to such terms in order to negotiate or contest their inclusion. There are several types of objections that North Dakota merchants commonly raise against additional terms. These objections can include: 1. Unreasonable Pricing: Merchants may object to additional terms related to pricing that they deem unfair or competitive. This could involve objections to sudden price increases, excessive fees, or undisclosed charges that may negatively impact their profitability. 2. Discriminatory Practices: Merchants may raise objections if they believe the additional terms unfairly discriminate against them based on factors such as their size, location, or industry. This could involve objections to preferential treatment given to certain customers or unfair limitations imposed on their business activities. 3. Payment and Contractual Terms: Merchants may object to additional terms related to payment arrangements and contractual obligations. This could include objections to unfavorable payment terms, excessively long contract durations, or clauses that restrict their ability to terminate agreements. 4. Liability and Indemnification: Merchants may raise objections to additional terms that impose excessive liability or onerous indemnification requirements. They may object if they believe the terms unfairly transfer all the risks and responsibilities onto their shoulders, potentially putting their business in financial jeopardy. 5. Unilateral Amendment: Merchants may object to additional terms that grant one party the power to unilaterally modify or amend the contract without consent from the other party. This objection arises when the merchant feels that they should have an equal say in any amendments made to the agreement. North Dakota merchants, when objecting to additional terms, typically ensure that their objections are communicated in writing to the relevant parties involved. These objections aim to initiate a negotiation process to achieve more favorable terms that align with the merchant's business needs and protect their interests. Merchants may also seek legal advice to understand the rights and remedies available to them under North Dakota's contract law.
