Wisconsin Statutes
Wis. Stat. § 402.207 (2026)
Additional terms in acceptance or confirmation
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402.207(1)(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.
402.207(2)(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:
402.207(2)(c)(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
402.207(3)(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 chs. 401 to 411.
402.207 AnnotationA seller’s “acknowledgment of order” that purports to deny liability for damages for defects becomes part of the contract only if it is assented to by the buyer. Air Products & Chemicals, Inc. v. Fairbanks Morse, Inc., 58 Wis. 2d 193, 206 N.W.2d 414 (1973).
402.207 AnnotationWhen an offer to purchase contained the term “FOB, our truck, your plant, loaded,” the offeree’s response stated “as is, where is,” and the parties had no prior oral agreement, there was no valid contract, and the court could not reach the issue of whether additional or different terms in response to an offer destroyed an agreement between parties. Koehring Co. v. Glowacki, 77 Wis. 2d 497, 253 N.W.2d 64 (1977).
402.207 AnnotationBy signing an order form that provided that the buyer of a machine would indemnify and hold the seller harmless, the buyer expressly agreed to the provisions, whether or not there was a previously existing contract and whether or not the buyer read the order form before signing. Deminsky v. Arlington Plastics Machinery, 2001 WI App 287, 249 Wis. 2d 441, 638 N.W.2d 331, 01-0242.
402.207 AnnotationAffirmed on other grounds. 2003 WI 15, 259 Wis. 2d 587, 657 N.W.2d 411, 01-0242.
402.207 AnnotationAn invoice is a written confirmation of a request for work by one party, the performance of work by the second, and the cost of the work agreed upon. While interest may not have been discussed originally, adding it to the bottom of the invoice constitutes the addition of a term not previously discussed between the parties, making the interest an additional part of the agreement unless one of the exceptions in sub. (2) applies. This section eliminates the traditional “meeting of the minds” requirement. Mid-State Contracting, Inc. v. Superior Floor Co., 2002 WI App 257, 258 Wis. 2d 139, 655 N.W.2d 142, 02-0761.
402.207 AnnotationThe question under sub. (2) (c) was not whether the defendant acquiesced to interest added to the bottom of invoices without inclusion in a contract, but whether the defendant objected to stop it. Mid-State Contracting, Inc. v. Superior Floor Co., 2002 WI App 257, 258 Wis. 2d 139, 655 N.W.2d 142, 02-0761.
402.207 AnnotationThis section recognizes that, in practice, parties’ forms may not be identical, a party might later add divergent terms, and the parties may not always read each other’s forms. This section allows for enforcement of the parties’ agreement, including the added terms. An invoice falls within the ambit of this section. It is a written confirmation of a request for work by one party, the performance of work by the second, and the cost of the work agreed upon. If purchase orders and order confirmations were immovable bookends to a contract, ensuing transactions between the parties would be composed of a cumbersome, inefficient series of mini-contracts. That is what this section seeks to avoid. Converting/Biophile Laboratories, Inc. v. Ludlow Composites Corp., 2006 WI App 187, 296 Wis. 2d 273, 722 N.W.2d 633, 05-1628.
402.207 AnnotationWhat constitutes “supplementary terms” under sub. (3) is not limited to provisions under this chapter, but includes any terms arising under the Uniform Commercial Code and necessarily encompasses those sections relating to course of performance under s. 402.208, course of dealing, and usage of trade under s. 401.205. Dresser Industries, Inc. v. Gradall Co., 965 F.2d 1442 (1992).
402.207 AnnotationWhen a contract specified “free alongside” (FAS) terms, the buyer’s confirmation form containing inconsistent terms did not relieve the buyer of liability for goods properly delivered FAS. Melrose International Trading Co. of Canada v. Patrick Cudahy Inc., 482 F. Supp. 1369 (1980).
402.207 AnnotationThe UCC Battle of the Forms: Answers to Common Questions. Richardson. Wis. Law. Mar. 1996.
Notes of Decisions
Cited in 27
cases (2 in the last 5 years), 1977–2026 · leading case: Converting/Biophile Labs., Inc. v. Ludlow Composites Corp., 2006 WI App 187 (Wis. Ct. App. 2006).
Converting/Biophile Labs., Inc. v. Ludlow Composites Corp., 2006 WI App 187 (Wis. Ct. App. 2006). “Ludlow argued that, pursuant to Wis. Stat. § 402.207 , the Terms and Conditions on the invoices were enforceable additional terms of the sales contract.”
Rich Prods. Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (E.D. Wis. 1999). “Wis.Stat. § 402.207. Under subsection (1) of the foregoing statute, the presence of additional or different terms in an accepting document does not automatically convert the acceptance into a counteroffer.”
Mid-State Contracting, Inc. v. Superior Floor Co., Inc., 2002 WI App 257 (Wis. Ct. App. 2002). “We determine that the interest rate line constitutes an additional term under Wis. Stat. § 402.207 (1) not sub *141 ject to any exception under Wis.”
Resch v. Greenlee Bros. & Co., 381 N.W.2d 590 (Wis. Ct. App. 1985). “2d 414, 424 (1973); see also Official UCC Comment 3, Wis. Stat. Ann. § 402.207 (West 1964). The language in question, if effective, would shift to Frantz all liability for any claims arising from operation of the machine.”
All. Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI App 180 (Wis. Ct. App. 2008). “It cites Wis. Stat. § 402.207 and Manitowoc Marine Group, LLC v.”
Dresser Indus., Inc. v. Gradall Co., 702 F. Supp. 726 (E.D. Wis. 1988). “Wis.Stat. § 402.207 (2-207 of the UCC) provides: 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…”
Deminsky v. Arlington Plastics Mach., 2001 WI App 287 (Wis. Ct. App. 2001). “" In Image's view, the parties recognized their oral contract by their subsequent conduct in processing and delivering the machine on the one hand, and accepting and paying for it on the other. ¶ 12. The indemnity provision, according to Image, was thus introduced after the…”
Twin Disc, Inc., Cross-Appellant v. Big Bud Tractor, Inc., & Third-Party Cross v. Grad-Line, Inc., Third-Party, 772 F.2d 1329 (3rd Cir. 1985). “The court found, however, that Big Bud expressly assented to the additional terms “by unequivocal behavior, clearly indicating a willingness to be bound by the terms.” 2 The district court relied on the facts that: (1) Big Bud had actual knowledge of the warranty terms, (2) Big…”
Ziolkowski Pat. Solutions Grp., S.C. v. Great Lakes Dart Mfg., Inc., 2011 WI App 11 (Wis. Ct. App. 2010). “We first noted that the case was governed by Wis. Stat. § 402.207 , *238 Wisconsin's codification of the Uniform Commercial Code (UCC).”
Manitowoc Marine Grp., LLC v. Ameron Int'l Corp., 424 F. Supp. 2d 1119 (E.D. Wis. 2006). “Wis. Stat. § 402.207 . Under subsection (1), assuming Manito-woc’s purchase order was sufficiently definite to constitute an offer, something both parties appear to assume but do not address, an acknowledgment containing additional or different terms nevertheless operates as an…”
Phillips Petroleum Co. v. Bucyrus-Erie Co., 388 N.W.2d 584 (Wis. 1986). “" 5 Section 402.207, Stats., provides: " 402.”
Boumatic, LLC v. Idento Operations, BV, 759 F.3d 790 (7th Cir. 2014). “Inconsistencies in commercial forms bring the situation within the scope of the Uniform Commercial Code’s battle-of-the-forms provision, § 2-207, which Wisconsin has enacted verbatim as Wis. Stat. 402.207. (We use Wisconsin law provisionally here, because neither side contends…”
— Wis. Stat. § 402.207(1) — 5 cases
Rich Prods. Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (E.D. Wis. 1999). “Wis.Stat. § 402.207. Under subsection (1) of the foregoing statute, the presence of additional or different terms in an accepting document does not automatically convert the acceptance into a counteroffer.”
Dresser Indus., Inc. v. Gradall Co., 702 F. Supp. 726 (E.D. Wis. 1988). “Wis.Stat. § 402.207 (2-207 of the UCC) provides: 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…”
Twin Disc, Inc., Cross-Appellant v. Big Bud Tractor, Inc., & Third-Party Cross v. Grad-Line, Inc., Third-Party, 772 F.2d 1329 (3rd Cir. 1985). “The court found, however, that Big Bud expressly assented to the additional terms “by unequivocal behavior, clearly indicating a willingness to be bound by the terms.” 2 The district court relied on the facts that: (1) Big Bud had actual knowledge of the warranty terms, (2) Big…”
Deminsky v. Arlington Plastics Mach., 2001 WI App 287 (Wis. Ct. App. 2001). “" In Image's view, the parties recognized their oral contract by their subsequent conduct in processing and delivering the machine on the one hand, and accepting and paying for it on the other. ¶ 12. The indemnity provision, according to Image, was thus introduced after the…”
Resch v. Greenlee Bros. & Co., 381 N.W.2d 590 (Wis. Ct. App. 1985). “2d 414, 424 (1973); see also Official UCC Comment 3, Wis. Stat. Ann. § 402.207 (West 1964). The language in question, if effective, would shift to Frantz all liability for any claims arising from operation of the machine.”
— Wis. Stat. § 402.207(2) — 6 cases
Rich Prods. Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (E.D. Wis. 1999). “Wis.Stat. § 402.207. Under subsection (1) of the foregoing statute, the presence of additional or different terms in an accepting document does not automatically convert the acceptance into a counteroffer.”
Converting/Biophile Labs., Inc. v. Ludlow Composites Corp., 2006 WI App 187 (Wis. Ct. App. 2006). “Ludlow argued that, pursuant to Wis. Stat. § 402.207 , the Terms and Conditions on the invoices were enforceable additional terms of the sales contract.”
Resch v. Greenlee Bros. & Co., 381 N.W.2d 590 (Wis. Ct. App. 1985). “2d 414, 424 (1973); see also Official UCC Comment 3, Wis. Stat. Ann. § 402.207 (West 1964). The language in question, if effective, would shift to Frantz all liability for any claims arising from operation of the machine.”
Mid-State Contracting, Inc. v. Superior Floor Co., Inc., 2002 WI App 257 (Wis. Ct. App. 2002). “We determine that the interest rate line constitutes an additional term under Wis. Stat. § 402.207 (1) not sub *141 ject to any exception under Wis.”
Ziolkowski Pat. Solutions Grp., S.C. v. Great Lakes Dart Mfg., Inc., 2011 WI App 11 (Wis. Ct. App. 2010). “We first noted that the case was governed by Wis. Stat. § 402.207 , *238 Wisconsin's codification of the Uniform Commercial Code (UCC).”
— Wis. Stat. § 402.207(2)(b) — 2 cases
Resch v. Greenlee Bros. & Co., 381 N.W.2d 590 (Wis. Ct. App. 1985). “2d 414, 424 (1973); see also Official UCC Comment 3, Wis. Stat. Ann. § 402.207 (West 1964). The language in question, if effective, would shift to Frantz all liability for any claims arising from operation of the machine.”
Twin Disc, Inc., Cross-Appellant v. Big Bud Tractor, Inc., & Third-Party Cross v. Grad-Line, Inc., Third-Party, 772 F.2d 1329 (3rd Cir. 1985). “The court found, however, that Big Bud expressly assented to the additional terms “by unequivocal behavior, clearly indicating a willingness to be bound by the terms.” 2 The district court relied on the facts that: (1) Big Bud had actual knowledge of the warranty terms, (2) Big…”
— Wis. Stat. § 402.207(2)(c) — 1 case
Resch v. Greenlee Bros. & Co., 381 N.W.2d 590 (Wis. Ct. App. 1985). “2d 414, 424 (1973); see also Official UCC Comment 3, Wis. Stat. Ann. § 402.207 (West 1964). The language in question, if effective, would shift to Frantz all liability for any claims arising from operation of the machine.”
— Wis. Stat. § 402.207(3) — 7 cases
Rich Prods. Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (E.D. Wis. 1999). “Wis.Stat. § 402.207. Under subsection (1) of the foregoing statute, the presence of additional or different terms in an accepting document does not automatically convert the acceptance into a counteroffer.”
Dresser Indus., Inc. v. Gradall Co., 702 F. Supp. 726 (E.D. Wis. 1988). “Wis.Stat. § 402.207 (2-207 of the UCC) provides: 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…”
Dresser Indus., Inc., Waukesha Engine Div. v. The Gradall Co., 965 F.2d 1442 (7th Cir. 1992).
CG Schmidt Inc. v. Permasteelisa North Am., 142 F. Supp. 3d 755 (E.D. Wis. 2015).
Hydraulics Int'l Inc v. Amalga Composites Inc (E.D. Wis. 2020).
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