N.D. Cent. Code § 41-02-14
(2-207) Additional terms in acceptance or confirmation
Redline — December 1, 2021 → current.View current text →
Current — January 1, 2022
As of December 1, 2021
(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.
(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: The offer expressly limits acceptance to the terms of the offer;
(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: The offer expressly limits acceptance to the terms of the offer;
(3) They materially alter it; or
(3) They materially alter it; or
(4) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(4) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(5) 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.
(5) 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.
(6) An “agreement” may include terms derived from a course of performance, a course of dealing, and usage of trade. See Sections 1-201(a)(2) and 1-303. If the members of a trade, or if the contracting parties, expect to be bound by a term that appears in the record of only one of the contracting parties, that term is part of the agreement. However, repeated use of a particular term or repeated failure to object to a term on another’s record is not normally sufficient in itself to establish a course of performance, a course of dealing or a trade usage.
(7) The section omits any specific treatment of terms attached to the goods, or in or on the container in which the goods are delivered. This article takes no position on whether a court should follow the reasoning in Step-Saver Data Systems, Inc. v. Wyse Technology, 939 F.2d 91 (3d Cir. 1991) and Klocek v. Gateway, Inc. 104 F. Supp. 2d 1332 (D. Kan. 2000) (original 2-207 governs) or the contrary reasoning in Hill v. Gateway 2000, 105 F.3d 1147(7th Cir. 1997) (original 2-207 inapplicable).
Official source: North Dakota Legislative Branch. Reproduced from public-domain North Dakota statutes; confirm against the official source for the current text. Not legal advice.