Contracts UCC

UCC Additional or Different Terms in Acceptance / Confirmation by NON-MERCHANTS

These terms are merely a proposal unless acceptance is expressly conditional on assent to the additional or different terms.

UCC additional terms in Acceptance / Confirmation by MERCHANTS

• Become part of the contract UNLESS 

  • 1. Expressly limits acceptance to the terms of offer 

  • 2. The additional terms consist of a material alteration  

  • 3. Notification of objection to the additional terms has already been given or is given with a reasonable time after notice of them is received.

UCC Different terms in acceptance or confirmation

Do not generally become part of the contract even if they do not constitute a material alteration.

• Three different rules may apply, depending upon the jurisdiction 

  • 1. Knockout Rule 

  • 2. First Shot Rule 

  • 3. Last Shot Rule

Knockout Rule

Different terms in both the offer and acceptance are “knocked out” of the contract, and the contract consists of those terms upon which the parties agree, with UCC gap fillers used to supply missing terms.

First Shot Rule

Terms in an acceptance which are different from those in an offer are out, so the contract consists of the terms of the offer.

Last Show Rule

Such different terms are deemed to have accepted and therefore binding, if followed by performance

UCC: Tendering Non-Confomring Goods

A delivery of non-conforming goods is a breach of contract. Unless there is an accommodation notice with delivery