Iowa Code » Chapter 554 — UNIFORM COMMERCIAL CODE
Iowa Code

Iowa Code § 554.2207 (2026)

Additional terms in acceptance or confirmation

✓ current as of July 2026
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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 chapter. [C24, 27, 31, 35, 39, §9930, 9932; C46, 50, 54, 58, 62, §554.1, 554.3; C66, 71, 73, 75, 77, 79, 81, §554.2207]

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Notes of Decisions
Cited in 12 cases (1 in the last 5 years), 1993–2026 · leading case: Dumont Tel. Co. v. Power & Tel. Supply Co., 962 F. Supp. 2d 1064 (N.D. Iowa 2013).
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Dumont Tel. Co. v. Power & Tel. Supply Co., 962 F. Supp. 2d 1064 (N.D. Iowa 2013). · cites it 39× “1 Iowa Code § 554.2207 , comment 7. Not only do Dumont and Power & Tel agree that they formed a head-end contract, they both engaged in conduct recognizing that contract.”
Power Eng'g & Mfg., Ltd. v. Krug Int'l, 501 N.W.2d 490 (Iowa 1993). · cites it 8× “Under the first reading Krug’s purchase order serves as an acceptance of Power Engineering’s quotation under Iowa Code section 554.2207(1), and the force majeure clause is merely a proposed additional term.”
Flanagan v. Consol. Nutrition, L.C., 627 N.W.2d 573 (Iowa Ct. App. 2001). · cites it 4× “See Iowa Code § 554.2207 (1) (1997). A. The U.”
Tralon Corp. v. Cedarapids, Inc., 966 F. Supp. 812 (N.D. Iowa 1997). · cites it 2× “13 This section, adopted in Iowa as Iowa Code § 554.2207 , allows merchants to contract for the sale of goods without having to negotiate and draft formal contracts.”
Sudenga Indus., Inc. v. Fulton Performance Prods., Inc., 894 F. Supp. 1235 (N.D. Iowa 1995). · cites it 4× “2206, the terms of that contract are supplied, in part, by § 554.2207 which provides: 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…”
All-Iowa Contracting Co. v. Linear Dynamics, Inc., 296 F. Supp. 2d 969 (N.D. Iowa 2003). · cites it 2× “Pursuant to § 2-207 of the Uniform Commercial Code, adopted in Iowa as Iowa Code § 554.2207 , merchants can contract for the sale of goods without drafting a formal contract.”
Precision Press, Inc. v. MLP U.S.A. Inc., 620 F. Supp. 2d 981 (N.D. Iowa 2009). · cites it 2× “See Iowa Code § 554.2207 ; 810 III. Comp. Stat.”
BVS, Inc. v. CDW Direct, LLC, 759 F.3d 869 (8th Cir. 2014). “” Iowa Code § 554.2207 . As to merchants, such additional terms become part of the contract unless they materially alter it, i.”
BVS, Inc. v. CDW Direct, LLC, 936 F. Supp. 2d 1013 (2013). · cites it 6× “In addition, BVS argues that, “because the parties already had an agreement” when CÍDW sent the invoice containing the Terms and Conditions, the Terms and Conditions are “proposals for addition to the contract.”
West Liberty Tel. Co. v. Coppercom, Inc., 805 F. Supp. 2d 669 (S.D. Iowa 2009). “” § 554.2207(3). If a UCC contract arises by implication, then “a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind.”
Farmers Feed & Grain Co., Inc. v. Wayne Mlady (Iowa Ct. App. 2026). “§ 554.2207(3). “To ratify an act, the ratifier must either manifest assent that the act shall affect the person’s legal relations, or engage in conduct that justifies a reasonable assumption that the person so consents.”
BVS, Inc. v. CDW Direct, LLC (8th Cir. 2014). “" Iowa Code § 554.2207 . As to merchants, such additional terms become part of the contract unless they materially alter it, i.”
— Iowa Code § 554.2207(1) — 2 cases
Flanagan v. Consol. Nutrition, L.C., 627 N.W.2d 573 (Iowa Ct. App. 2001). “See Iowa Code § 554.2207 (1) (1997). A. The U.”
Power Eng'g & Mfg., Ltd. v. Krug Int'l, 501 N.W.2d 490 (Iowa 1993). “Under the first reading Krug’s purchase order serves as an acceptance of Power Engineering’s quotation under Iowa Code section 554.2207(1), and the force majeure clause is merely a proposed additional term.”
— Iowa Code § 554.2207(2)(c) — 1 case
Power Eng'g & Mfg., Ltd. v. Krug Int'l, 501 N.W.2d 490 (Iowa 1993). “Under the first reading Krug’s purchase order serves as an acceptance of Power Engineering’s quotation under Iowa Code section 554.2207(1), and the force majeure clause is merely a proposed additional term.”
— Iowa Code § 554.2207(3) — 4 cases
Power Eng'g & Mfg., Ltd. v. Krug Int'l, 501 N.W.2d 490 (Iowa 1993). “Under the first reading Krug’s purchase order serves as an acceptance of Power Engineering’s quotation under Iowa Code section 554.2207(1), and the force majeure clause is merely a proposed additional term.”
Dumont Tel. Co. v. Power & Tel. Supply Co., 962 F. Supp. 2d 1064 (N.D. Iowa 2013). “1 Iowa Code § 554.2207 , comment 7. Not only do Dumont and Power & Tel agree that they formed a head-end contract, they both engaged in conduct recognizing that contract.”
West Liberty Tel. Co. v. Coppercom, Inc., 805 F. Supp. 2d 669 (S.D. Iowa 2009). “” § 554.2207(3). If a UCC contract arises by implication, then “a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind.”
Farmers Feed & Grain Co., Inc. v. Wayne Mlady (Iowa Ct. App. 2026). “§ 554.2207(3). “To ratify an act, the ratifier must either manifest assent that the act shall affect the person’s legal relations, or engage in conduct that justifies a reasonable assumption that the person so consents.”
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