In Orkal Industries v. Array Connector, where Orkal bought parts from Array by sending an order form, but Array confirmed with its own form that contained different terms. Orkal did not object to the different terms until litigation arose later at which point the added terms mattered. The appeals court held that if the changed terms were minor they would be binding, but material changes require assent under the UCC.

Question

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Under the Uniform Commercial Code (UCC), when parties to a contract for the sale of goods exchange forms with differing terms, the additional terms are considered proposals for addition to the contract. If the terms do not materially alter the contract, they become part of the contract unless expressly limited by the initial offer, notice of objection is given, or if they materially alter the terms. Material alterations require express consent. This principle is reflected in the scenario described, aligning with UCC Section 2-207.

In Orkal Industries V