Acme Co.offers to buy 1000 widgets from Widget World Co.The written offer provides for 1000 at $10 per widget,to be delivered May 1.The offer has no other provisions.Widget World sends a written acceptance.However,the acceptance also states that if any claim arises under this contract,Widget World must be notified within 10 days.Acme does not object to this provision.Both parties are merchants.Which of the following best describes this situation?
A) No contract exists. The purported acceptance contains additional terms, so it is a counteroffer, which has not been accepted.
B) No contract exists if the additional terms are construed to be material terms.
C) A contract exists. If the additional terms are construed to be material, they are not part of the contract. If the additional terms are not material, they are part of the contract.
D) A contract exists, but the additional terms are not part of the contract no matter what.

Question

Quizplus · Accepted Answer

This is a situation of a Battle of the Forms, where each party has presented its own standard form contract, and the acceptance contains additional terms. However, since both parties are merchants, under the UCC, the additional terms become part of the contract only if they do not materially alter the agreement. The notification provision does not materially alter the agreement, so it becomes part of the contract. Therefore, a contract exists, and the parties are bound by the original offer and acceptance, plus the additional term of the notification requirement.

Acme CoOffers to Buy 1000 Widgets from Widget World Co