Section 400.2-207

Title XXVI TRADE AND COMMERCE

Chapter 400

Effective - 28 Aug 1963   

  400.2-207.  Additional terms in acceptance or confirmation. — (1)  A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

  (2)  The additional terms are to be construed as proposals for addition to the contract.  Between merchants such terms become part of the contract unless:

  (a)  the offer expressly limits acceptance to the terms of the offer;

  (b)  they materially alter it; or

  (c)  notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

  (3)  Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract.  In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this chapter.

­­--------

(L. 1963 p. 503 § 2-207)

(1975) Where seller acknowledged buyer's purchase order which did not agree to sell exactly what buyer offered to buy an acceptance was effected. Steward-Decatur Security System v. Von Weise Gear Co. (C.A. M0), 517 F.2d 1136.

(1981) Buyer's purchase order containing general reference to seller's price quotation document was a definite and reasonable expression of acceptance within purview of Uniform Commercial Code, despite fact that purchase order contained additional handwritten warranty clause. Boese-Hilburn Co. v. Dean Machinery Co. (A.), 616 S.W.2d 520.

(1981) An acceptance which merely implies that it is "conditional" on an offeror's assent to a different or additional provision is insufficient to convert an acceptance into a rejection and a counteroffer. Boese-Hilburn Co. v. Dean Machinery Co.  (A.), 616 S.W.2d 520.

(1981) Applicability of subdivision (2) of section 400.2-207 does not turn upon characterization of varying terms of acceptance as "additional" or "different". Boese-Hilburn Co. v. Dean Machinery Co. (A.), 616 S.W.2d 520.

(1981) Inclusion of a warranty clause where none previously existed and was expressly disclaimed constitutes a "material" alteration. Boese-Hilburn Co. v. Dean Machinery Co. (A.), 616 S.W.2d 520.