The original offer is terminated and a new offer is on the table — 0 on 10-day payment terms.
The kayak owner can accept the counteroffer or reject it.
When someone extends a contract offer to another party, the power to create a contract is placed in the hands of the other party. Once that happens, the legal relationship between the two parties changes, because they are now bound legally to do what they’ve agreed to. If the offer was to sell a kayak for 0, for example, the person offering to sell the kayak can’t renege once the offer is accepted.The purchase order is sent with the buyer’s standard purchase order terms and conditions.The seller responds by sending an “acceptance,” agreeing to sell the kayak for 0 with payment due before shipment.Now let’s take these concepts of offer, acceptance, and counteroffer and apply them to the purchase order/acceptance scenario.Let’s say a buyer submits a purchase order to buy a kayak for 0 with payment due before shipment.As I discussed in The Law of Stuff Isn’t the Same as the Law of Services, article 2 of the Uniform Commercial Code applies to the sale of goods.Section 2-207, which has generously been described as a “murky bit of prose,” governs the battle of the forms situation I describe above in contracts that involve the sale of goods.Another problem with this scenario that isn’t readily apparent is that the parties can renege until a contract is formed through performance.If the ordering documents are such that the buyer sends the last document and then decides that she wants to get out of the transaction, say because the price of kayaks falls dramatically and she can get a better deal elsewhere, all she has to do is let the seller know that she’s not going to buy the kayak because no contract is formed until the seller actually ships the kayak or accepts the buyer’s offer in every detail.(2) The additional terms are to be construed as proposals for addition to the contract.Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received. section 400.2-207] It would be impossible to exhaustively break down all of the issues raised in this short section of the UCC, but here is a brief summary of what section 2-207 does.