Explain a concept
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1. Was a contract formed?
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YES
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A definite and seasonable expression of acceptance or a written confirmation is acceptance even though it states additional terms.
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2. Whose terms control?
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The additional terms are to be construed as proposals for addition to the contract.
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Applies only if one party is not a merchant.
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NO
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If acceptance is expressly made conditional on assent to the additional or different terms.
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Between merchants such terms become part of the contract
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Unless:
a. the offer expressly limits acceptance to the terms of the offer
b. they materially alter it; or
c. notification of objection has been given or given within a reasonable time after notice of them received.
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1. conflicting terms are knocked out
2. the contract consists of terms that forms agree on and
3. the UCC implies any reasonable terms under the Act that are necessary
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Unless the parties' conduct recognizes the existence of a contract.
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No contract is formed.
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NO
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What if offeree's acceptance is not accepted?
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Battle of the Forms
