QUESTION
If an offer is made with terms and conditions and the other party replies with his terms and conditions. legally what terms and conditions will apply
Asked on Dec 06th, 2013 on Contracts - Colorado
More details to this question:
If a contract for the sale of fasteners to A was negotiated years ago, with regular orders placed since. Recently, A sent an offer on their standard terms and conditions, and B replied using his standard form that contained slightly different terms regarding payment. A confirmed the quantity of fasteners using his own standard terms, a month later B made the delivery. I want to know legally if B's terms for payment apply or if A's terms are being used.
1 ANSWER
Unfortunately, it's not so simple. This not uncommon problem is called the "battle of the forms". It's resolution is governed by Section 2-207 of the Uniform Commercial Code. The answer may not be black and white, and may depend on such factors as whether the differences between A's and B's terms were material, whether B expressly conditioned his acceptance on A's acceptance of his new or different terms, the parties' course of doing business together, and the standard practice in the industry.
Answered on Dec 06th, 2013 at 3:27 PM