UCC Flowcharts

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4 Terms

1
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A valid acceptance under UCC 2-207 is…

timely and definite, even if it has different or additional terms

2
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A NON-valid acceptance under UCC 2-207 is…

not timely, not definite, and expressly conditional

3
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Additional terms with NON merchants are…

mere proposals

4
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With merchants, additional terms become part of the contract UNLESS the additional terms…

(expressly conditional) the original offer limits acceptance to the original terms
(materially alter) new terms materially alter the offer (e.g. arbitration clause)
(notice of objection) offeror provides notice of objection (e.g. we don’t agree to the 5% late fee)