O.C.G.A. § 11-2-207 (2019)
Additional terms in acceptance or confirmation
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. (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. (3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this title.
History
Code 1933, § 109A-2-207, enacted by Ga. L. 1962, p. 156, § 1.
Annotations
Law reviews. For note, “Enforcing Manufacturers’ Warranty Exclusions Against Non-Privity Commercial Purchasers: The Need for
Uniform Guidelines,” see 20 Ga. L. Rev. 461 (1986). For article, “Impracticability As Risk Allocation: The Effect of Changed Circumstances upon Contract Obligations for the Sale of Goods,” see 22 Ga. L. Rev. 503 (1988).
JUDICIAL DECISIONS When section applicable. - Only where all traditional criteria are met showing that contract was made does O.C.G.A. § 11-2-207 become applicable. Duval & Co. v. Malcom, 233 Ga. 784, 214 S.E.2d 356, 1975 Ga. LEXIS 1442 (1975). Material alteration. - A jurisdiction clause making the law of New York applicable to the transaction constitutes a material alteration and does not become part of the contract. Sweetapple Plastics, Inc. v. Philip Shuman & Sons, 77 B.R. 304, 1987 Bankr. LEXIS 1278 (Bankr. M.D. Ga. 1987). Purchase order as contract. - Where the purchase order from a general contractor contained terms at variance
with the initial proposal from the subcontractor, and following receipt of the purchase order, the subcontractor lodged no objection to its terms, but proceeded to manufacture the parts ordered and sent a supervisor to the job site, the trial court did not err in finding that the purchase order (including the plans and specs), rather than the proposal, constituted the contract between the parties. American Aluminum Prods. Co. v. Binswanger Glass Co., 194 Ga. App. 703, 391 S.E.2d 688, 1990 Ga. App. LEXIS 307 (1990). Options incorporated into contract. - Where the options reserved in the letter of intent did not expressly make the acceptance of plaintiff’s offer conditional
and did not demonstrate a lack of contractual intent, they became a part of the contract. J. Lee Gregory, Inc. v. Scandinavian House, 209 Ga. App. 285, 433 S.E.2d 687, 1993 Ga. App. LEXIS 857 (1993). Written agreement, rather than oral agreement, was contract to be followed. - Jury’s finding that the aircraft purchase agreement (APA), rather than an oral agreement, was the contract between the parties was supported by the evidence because the plaintiff’s own complaint asserted that the APA was the agreement between the parties and the Uniform Commercial Code, specifically O.C.G.A. § 11-2-207, requires the writing to be followed. Eagle Jets, LLC v. Atlanta Jet, Inc., 321 Ga. App. 386, 740 S.E.2d 439, 2013 Ga. App. LEXIS 321 (2013).
Objection requirements of O.C.G.A. §§ 11-2-201(2), 11-2-202, and 11-2-207 applied to work orders issued by a home improvement store to a contractor for the purchase of carpeting because the contractor’s installation service was incidental to the purchase of carpeting by the store’s customers. On the other hand, change orders that dealt with services that the contractor was asked to provide over and above the initial installation of the carpeting were not subject to the requirements of the Uniform Commercial Code. Ricciardelli v. Home Depot U.S.A., Inc., 679 F. Supp. 2d 192, 2009 U.S. Dist. LEXIS 123344 (D. Mass. 2009).
RESEARCH REFERENCES Am. Jur. 2d. 67 Am. Jur. 2d, Sales, §§ 153-174. U.L.A. Uniform Commercial Code (U.L.A.) § 2207. ALR. Circumstances supporting inference of original offerer’s acceptance of counteroffer or assent to conditions attached by offeree to his acceptance, 135 A.L.R. 821. Difference between offer and acceptance as regards place of payment or of delivery
as variance preventing consummation of contract, 3 A.L.R.2d 256. What are additional terms materially altering contract within meaning of UCC § 2-207(2)(b), 72 A.L.R.3d 479. Farmers as “merchants” within provisions of UCC Article 2, dealing with sales, 95 A.L.R.3d 484. What constitutes acceptance “expressly made conditional” converting it to rejection and counteroffer under UCC § 2-207 (1), 22 A.L.R.4th 939.