Question

Explain the difference between an additional term and a different term under Section 2-207 of the UCC. How does the UCC handle each?

Answer 1

An additional term and a different term under Section 2-207 of the UCC are handled differently. An additional term becomes part of the contract unless it materially alters it or the other party objects, while a different term is considered a counteroffer.

Step-by-step explanation:

In Section 2-207 of the Uniform Commercial Code (UCC) which governs contracts for the sale of goods, an 'additional term' refers to a proposed term by one party that is not included in the original offer, while a 'different term' refers to a proposed term that conflicts with a term in the original offer made by the other party. The UCC handles each differently:

1. If an additional term is proposed, it becomes a part of the contract unless it materially alters the contract or the other party objects to it within a reasonable time.
2. If a different term is proposed, it is considered a counteroffer and rejects the original offer. For a contract to be formed, the parties must then reach an agreement on the conflicting terms.