Sec. 207. (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 Act.
Formerly: Acts 1963, c.317, s.2-207.
Notes of Decisions
Wilson Fertilizer & Grain, Inc. v. ADM Milling Co., 654 N.E.2d 848 (Ind. Ct. App. 1995).
· cites it 14× “Whether the additional provisions are part of the contract is controlled by Ind.Code 26-1-2-207, which provides in part: (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…”
Trust Co. Bank v. Barrett Distributors, Inc., 459 F. Supp. 959 (S.D. Ind. 1978).
· cites it 6× “It is unclear whether Section 26-1-2-207 of the Code applies. That section states that a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms different from those offered or agreed upon.”
Luedtke Eng'g Co., Inc. v. Indiana Limestone Co., Inc., 740 F.2d 598 (7th Cir. 1984).
· cites it 2× “Under Section 2-207, Ind.Code § 26-1-2-207 (1979), an additional term in an acceptance to a contract between merchants becomes part of the contract unless the offer expressly limits acceptance to the offer’s specific terms, the offeror objects to the additional term, or the…”
Kittle v. Newell Coach Corp., 830 F. Supp. 1209 (S.D. Ind. 1993).
· cites it 8× “Ind.Code § 26-1-2-207 abandons the mirror image rule that an acceptance must coincide exactly with all terms of an offer.”
Caruso v. John Wiley & Sons, Inc. (Bankr. S.D. Ind. 2021).
· cites it 2× “Code § 26-1-2-204 through Ind. Code § 26-1-2-207 , the terms of the contracts between ITT and Wiley for purchase and sale of the Goods were generally those contained in the orders submitted by ITT and the invoices sent by Wiley.”
Cox Wood Removal & Lawn Care LLC v. BIK Boom Trucks LLC (N.D. Ind. 2024).
· cites it 2× “Code § 26-1-2-207 , which governs the inclusion of additional terms to contracts for the sale of goods, it states:1 1 Cox Wood Removal contends that Indiana’s Uniform Commercial Code (“UCC”) applies but does not present evidence that the Boom Truck is a “good” under Ind.”
— Ind. Code § 26-1-2-207(1) — 1 case
Kittle v. Newell Coach Corp., 830 F. Supp. 1209 (S.D. Ind. 1993).
“Ind.Code § 26-1-2-207 abandons the mirror image rule that an acceptance must coincide exactly with all terms of an offer.”
— Ind. Code § 26-1-2-207(2) — 1 case
Wilson Fertilizer & Grain, Inc. v. ADM Milling Co., 654 N.E.2d 848 (Ind. Ct. App. 1995).
“Whether the additional provisions are part of the contract is controlled by Ind.Code 26-1-2-207, which provides in part: (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…”
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