(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. Effective: July 1, 1960 History: Created 1958 Ky. Acts ch. 77, sec. 2-207, effective July 1, 1960.
Notes of Decisions
Consol. Aluminum Corp. v. Krieger, 710 S.W.2d 869 (Ky. Ct. App. 1986).
· cites it 4× “Furthermore, KRS 355.2-207 dealing with additional terms in acceptance or confirmation is tailor-made for the problem now facing this Court.”
Gen. Steel Corp. v. Collins, 196 S.W.3d 18 (Ky. Ct. App. 2006).
· cites it 2× “KRS 355.2-207 provides, in relevant part, as follows: (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reason *21 able time operates as an acceptance even though it states terms additional to or different from those offered…”
Middletown Eng'g Co. v. Climate Conditioning Co., 810 S.W.2d 57 (Ky. Ct. App. 1991).
“Middletown argues next that both the limitation of remedy and of damages constituted material alterations to its offer of purchase and thus did not become part of the contract between the parties by virtue of KRS 355.2-207(2)(b). Whether or not these limitations are considered…”
Brass Reminders Co., Inc. v. RT Eng'g Corp. (E.D. Ky. 2020).
· cites it 8× “11 and 21-9] However, there is an additional term on this document regarding the delivery date that implicates KRS § 355.2-207’s “battle of the forms” provision.”
NU-X Ventures v. SBL, LLC (W.D. Ky. 2021).
· cites it 6× “1 KRS 355.2-207 is used by courts to determine the contents of an agreement when it is clear that an agreement exists.”
Maxwell Bros. Lumber Co., LLC v. Veneer Servs., LLC (W.D. Ky. 2022).
· cites it 4× “Did the terms and conditions memorialize a pre-existing contract, or did Maxwell’s assent depend on or assume their omission from the second proposed contract? See generally KRS § 355.2-207. And did the general terms and conditions “materially alter” the contract Maxwell agreed…”
— Ky. Rev. Stat. § 355.2-207(1) — 2 cases
Consol. Aluminum Corp. v. Krieger, 710 S.W.2d 869 (Ky. Ct. App. 1986).
“Furthermore, KRS 355.2-207 dealing with additional terms in acceptance or confirmation is tailor-made for the problem now facing this Court.”
Brass Reminders Co., Inc. v. RT Eng'g Corp. (E.D. Ky. 2020).
“11 and 21-9] However, there is an additional term on this document regarding the delivery date that implicates KRS § 355.2-207’s “battle of the forms” provision.”
— Ky. Rev. Stat. § 355.2-207(2)(a) — 1 case
Brass Reminders Co., Inc. v. RT Eng'g Corp. (E.D. Ky. 2020).
“11 and 21-9] However, there is an additional term on this document regarding the delivery date that implicates KRS § 355.2-207’s “battle of the forms” provision.”
— Ky. Rev. Stat. § 355.2-207(2)(b) — 2 cases
Middletown Eng'g Co. v. Climate Conditioning Co., 810 S.W.2d 57 (Ky. Ct. App. 1991).
“Middletown argues next that both the limitation of remedy and of damages constituted material alterations to its offer of purchase and thus did not become part of the contract between the parties by virtue of KRS 355.2-207(2)(b). Whether or not these limitations are considered…”
Maxwell Bros. Lumber Co., LLC v. Veneer Servs., LLC (W.D. Ky. 2022).
“Did the terms and conditions memorialize a pre-existing contract, or did Maxwell’s assent depend on or assume their omission from the second proposed contract? See generally KRS § 355.2-207. And did the general terms and conditions “materially alter” the contract Maxwell agreed…”
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