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 courts held that under the UCC:

Question

Quizplus · Accepted Answer

Under the Uniform Commercial Code (UCC) Section 2-207, when parties to a contract exchange forms with differing terms, the terms of the contract are determined by looking at the conduct of the parties that recognize the existence of a contract. The UCC does not automatically give control to the buyer or seller in such a situation, and it does not state that a seller's terms always control. Instead, it provides a mechanism for determining which terms become part of the contract when there is no explicit agreement to the additional or different terms, often resulting in a "battle of the forms" analysis. The correct answer depends on the specifics of the conduct and any express agreement between the parties, rather than a blanket rule favoring one party's terms over the other's.

In Orkal Industries V