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.
Oregon Merchant's Objection to Additional Term refers to the legal disputes that may arise between a merchant and a buyer when an additional term is proposed in a contract. Merchants in Oregon have certain rights and protections under state laws, and they may object to the inclusion of an additional term that they find unfavorable or improper. The main types of Oregon Merchant's Objection to Additional Term include: 1. Unfair or Unreasonable Term: Merchants may object to an additional term that is deemed unfair or unreasonable, such as one that imposes an excessive burden or liability on them. This could include terms that shift all or most of the risks to the merchant without providing sufficient compensation. 2. Inconsistent with Industry Standards: If an additional term contradicts commonly accepted practices or standards within a specific industry, a merchant may object to its inclusion. Such terms may disrupt established norms and hinder the merchant's ability to conduct business efficiently. 3. Violation of Consumer Protection Laws: Merchants may object to an additional term if it violates Oregon's consumer protection laws. These laws aim to safeguard consumers from unfair or deceptive practices, and a merchant may refuse to accept a term that would breach these regulations. 4. Breach of Good Faith and Fair Dealing: Merchants have the right to object to an additional term that goes against the principles of good faith and fair dealing. These principles require parties to act honestly, fairly, and in good faith in their contractual relationships. If an additional term violates these principles, the merchant can raise an objection. 5. Contrary to Public Policy: Merchants may object to an additional term that is considered contrary to public policy. If a term promotes illegal activities, encourages discrimination, or undermines public interest, the merchant can raise a valid objection based on this ground. When a merchant objects to an additional term, there are legal avenues available to address the dispute. They may negotiate with the buyer to remove or modify the objectionable term, seek mediation or arbitration to reach a resolution, or file a lawsuit if all other options are exhausted. It's important for merchants in Oregon to be aware of their rights and understand the potential objections they can raise when faced with unfavorable contract terms. By doing so, they can protect themselves and ensure fair and equitable business transactions.
