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.
Virginia Merchant’s Objection to Additional Term is a legal clause used in commercial contracts to outline the concerns raised by a merchant regarding the inclusion of additional terms. This objection is typically raised when one party wishes to introduce new terms or conditions to an existing agreement that the other party finds unfavorable or potentially detrimental to their business interests. There are different types of objections that Virginia merchants may have in regard to additional terms, including: 1. Unfair Pricing: Merchants may object to additional terms related to pricing, such as sudden price increases, unfair discounts, or unfavorable payment schedules. These objections aim to protect merchants from potential financial losses or an unbalanced bargaining position. 2. Quality Control: Merchants can raise objections relating to additional terms that could compromise the quality of goods or services they provide. This may include objections to substandard product specifications, inadequate quality assurances, or arbitrary changes in standards that could negatively impact their reputation. 3. Delivery and Logistics: Merchants often have concerns regarding additional terms related to delivery schedules, transportation costs, and shipping responsibilities. Objections in this area may be raised if the new terms unfairly burden the merchant with unforeseen logistical challenges or increased costs. 4. Intellectual Property Rights: Virginia merchants may object to additional terms that could infringe upon their intellectual property rights, trademarks, copyrights, or trade secrets. This objection serves to safeguard their proprietary interests and prevent unauthorized use or disclosure. 5. Contractual Ambiguity: Merchants may raise objections to additional terms that introduce ambiguity or vagueness into the contract language, making it difficult to accurately interpret the parties' rights and obligations. This objection aims to ensure clarity and certainty in contractual terms to minimize the potential for disputes. Virginia Merchant’s Objection to Additional Term is an important legal safeguard that enables merchants to voice their concerns and protect their commercial interests. By objecting to unfavorable terms, merchants can aim for fair and mutually beneficial contractual agreements that uphold the principles of transparency, fairness, and sustainability in business transactions.
