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.
Tennessee Merchant's Objection to Additional Term refers to a legal dispute commonly encountered in commercial transactions within the state of Tennessee. It involves a situation where a merchant expresses their opposition towards the inclusion of an extra clause or condition in an existing agreement or contract. Merchants in Tennessee primarily object to additional terms due to various reasons, such as potential changes to their obligations, responsibilities, or liabilities, which they perceive as being unfavorable or unfair. They argue that the introduction of these new conditions may lead to significant financial burdens or operational challenges, reducing their ability to conduct business effectively. There are different types of Tennessee Merchant's Objection to Additional Term, including: 1. Financial Burden Objections: Merchants may object to additional terms if they believe that the financial implications, such as increased costs or fees, would negatively impact their profitability and ability to sustain their business operations. 2. Liability Concerns: Merchants may raise objections when additional terms transfer excessive liability or risk onto their shoulders, potentially putting their business at risk in case of any legal disputes or unforeseen circumstances. 3. Operational Impediments: Merchants may object to additional terms that impose restrictions or limitations on their operations, hindering their flexibility or ability to adapt to changing market conditions or customer demands. 4. Contractual Breach: Merchants may raise objections if the inclusion of additional terms would result in a breach of existing contractual agreements or obligations. This objection asserts that the addition of the new terms undermines the agreed-upon terms and conditions previously established. To address Tennessee Merchant's Objection to Additional Term, it is essential for both parties involved in the contract to engage in open and transparent communication. Possible solutions may include negotiation, amendment of the contract, or seeking legal advice in cases where the dispute cannot be resolved amicably. Overall, Tennessee Merchant's Objection to Additional Term is a legal challenge faced by merchants in the state when they perceive the insertion of new terms as unfavorable, financially burdensome, or detrimental to their business operations or contractual rights.
