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.
New Mexico Merchant's Objection to Additional Term A merchant's objection to additional terms refers to a situation where a seller or business in New Mexico raises concerns or protests against the inclusion of additional terms in a contract or agreement. These additional terms are typically proposed by the buyer or counterparty and, if accepted, would modify or add new clauses to the existing agreement. New Mexico merchant's objections to additional terms may arise due to various reasons, such as: 1. Incompatibility with existing terms: Merchants may object to additional terms that conflict, contradict, or are inconsistent with the already agreed-upon terms of the contract. This objection ensures the preservation of the original intent and fairness of the originally negotiated agreement. 2. Unreasonable or unfair terms: Merchants may raise objections if the additional terms proposed by the counterparty are deemed unfair, unreasonable, or disadvantageous to their interests. Such objections aim to protect the merchant's rights, minimize potential risks, and ensure a mutually beneficial agreement. 3. Breach of good faith dealing: Merchants in New Mexico have a legal obligation to act in good faith while negotiating and performing contracts. If the proposed additional terms are considered as acting in bad faith, contrary to the principles of fair dealing, or creating an undue burden on the merchant, they may object to such terms. 4. Lack of consideration: Merchants may object if the additional terms lack valid consideration, meaning they do not provide any benefit or value to the merchant in exchange for accepting those terms. This objection ensures that the merchant is not being unfairly burdened or disadvantaged without receiving adequate compensation or benefits. 5. Legal compliance issues: Merchants may object if the proposed additional terms contradict or violate any laws, regulations, or statutes applicable in New Mexico. This objection aims to ensure compliance with legal requirements and avoid potential legal consequences. Different types of objections to additional terms in New Mexico can be categorized based on the specific concerns raised by the merchant, such as: 1. Objection based on conflicting terms: Merchants might argue that the proposed additional terms contradict the already agreed-upon terms, potentially creating confusion or ambiguity. 2. Objection based on unfair or unreasonable terms: Merchants might assert that the additional terms proposed are unjust, excessively burdensome, or lack reciprocity, making the agreement imbalanced. 3. Objection based on lack of consideration: Merchants might object if the additional terms are not accompanied by valid consideration, therefore rendering the proposed terms unenforceable. 4. Objection based on legal compliance: Merchants might raise concerns if the additional terms violate any local, state, or federal laws, regulations, or statutes applicable in New Mexico, resulting in potential legal consequences. In conclusion, a New Mexico merchant's objection to additional terms revolves around the concerns raised by the seller regarding proposed modifications or additions to an existing agreement. These objections aim to protect the merchant's rights, ensure fairness, maintain good faith dealing, and comply with applicable laws while negotiating contracts.
