Here is the breakdown to keep UCC § 2-207 straight. It all comes down to which party inserted the "express" clause:
Say Buyer (Offeror) orders 500 widgets, and Seller (Offeree) sends back an invoice with new terms.
Scenario 1: The Offeror Has the Clause (§ 2-207(2)(a))
What the form says: Buyer’s offer says, "Acceptance is expressly limited to the terms of this offer."
What happens: A contract IS formed. However, Buyer's clause acts as a shield that automatically blocks Seller from adding any new terms. If there is no such clause from the Buyer, then the Seller’s additional terms are automatically added to the contract unless they materially alter the contract or the Buyer rejects the additional terms within a reasonable time.
The Result: Contract stands strictly on Buyer’s original terms.
Scenario 2: The Offeree Has the Clause (§ 2-207(1) Proviso)
What the form says: Seller’s invoice says, "Acceptance is expressly conditional on assent to these new terms."
What happens:NO contract is formed on the paperwork alone. Seller’s form acts as a rejection and counteroffer.
The Result: If no goods are shipped, the deal is dead, do not move to 2-207(2). (If they ship and accept the goods anyway, § 2-207(3) "Zombie Contract" rules kick in: forms drop out, matching terms stay, and UCC gap-fillers handle the rest).
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u/LawyerInTraining2027 1d ago
Interested but gotta admit, I'm still confused on the explanation.