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.
South Carolina Merchant's Objection to Additional Term: A Detailed Description Keywords: South Carolina, merchant, objection, additional term, contractual agreement, terms and conditions, legal implications Introduction: In the state of South Carolina, merchants often encounter situations where they find it necessary to object to an additional term in a contractual agreement. This objection refers to the expression of disagreement or protest by a merchant when a party proposes or includes an additional condition or stipulation that deviates from the original terms and conditions initially agreed upon. These objections stem from various legal considerations that merchants in South Carolina need to take into account to protect their rights and interests. Types of South Carolina Merchant's Objection to Additional Term: 1. Non-Compliance with Statutory Law: Merchants in South Carolina may object to an additional term if it violates statutory laws and regulations. Certain terms that are against public policy, unfair, or unlawful can lead to a merchant's objection, as such terms may undermine the merchant's legal obligations or rights. Examples of objections may include clauses that attempt to circumvent minimum wage requirements, anti-discrimination laws, or deceptive marketing practices. 2. Breach of Contractual Terms: If an additional term proposed by another party violates the original contractual agreement, merchants in South Carolina can object to protect their rights and ensure compliance. These objections may arise when an added condition alters the fundamental terms of the contract, such as pricing, payment terms, delivery schedules, or quality standards mutually agreed upon by both parties. 3. Unreasonable or Unfavorable Business Conditions: Merchants may object to an additional term if they believe it places them at a disadvantage or imposes unreasonable business conditions. These objections may arise when a proposed term increases costs, forces disproportionate obligations, or limits the merchant's flexibility in conducting their operations. For instance, a merchant may object to a term that requires them to provide excessive warranties or assumes unnecessary liability. 4. Terms Affecting Intellectual Property Rights: In cases where an additional term encroaches upon a merchant's intellectual property rights, objections may be raised. Intellectual property rights encompass copyrights, trademarks, patents, or trade secrets, and any proposed terms that would compromise the merchant's ownership or improperly exploit these rights can lead to an objection. Merchants may seek legal protection and object to terms that infringe upon their intellectual property or limit their ability to enforce these rights. Conclusion: South Carolina merchants face various objections to additional terms in contractual agreements that can have significant legal implications. Whether objections relate to non-compliance with statutory law, breach of contractual terms, unfavorable business conditions, or infringement of intellectual property rights, merchants need to carefully assess any proposed additional term. By effectively objecting, merchants can uphold their rights, negotiate favorable terms, and ensure their compliance with the legal framework governing business activities in South Carolina.
