Article 2 — Sales · Section 2-207
This section addresses the formation of contracts in sales transactions when the terms differ between the acceptance and the offer.
Source: U.C.C. § 2-207
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 that are additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
UCC § 2-207 provides that an acceptance of a contract can still be valid even if it contains terms that differ from the original offer, unless the acceptance explicitly requires agreement to those new terms. This section helps to determine when a contract has been formed and how differing terms affect that process.
An expression of agreement to the terms of an offer, which can be verbal, written, or implied by conduct.
Terms included in the acceptance that were not present in the original offer.
An acceptance that explicitly requires the other party to agree to certain conditions or terms.
Example 1
A seller sends a purchase order containing specific terms, and the buyer responds with an email confirming the order but includes additional delivery terms. The confirmation is still considered an acceptance under UCC § 2-207.
Example 2
If a buyer accepts a seller's offer for goods and states in their acceptance that they require a warranty, that acceptance may be conditional and therefore not form a binding contract unless the seller agrees to the warranty.