Under what conditions can an additional term to a contract be considered valid when both parties are merchants?

An additional term to a contract between merchants can be deemed valid under a variety of conditions that ensure fairness and mutual understanding in the contractual agreement. When considering the Uniform Commercial Code (UCC), the rules governing contracts between merchants are designed to facilitate commerce while providing protections for the parties involved.

One key condition is that the offer landscape must be clear from the beginning. If the offer expressly limits acceptance to the terms stated in the offer itself, this restriction will exclude any additional terms proposed by the other party. Being clear and direct about the terms helps maintain the integrity of the original agreement.

Moreover, if the offeror has previously objected to any additional terms, then those terms cannot become part of the contract. This principle emphasizes the necessity of mutual agreement and the importance of respecting the original terms of the offeror. If one party has made it clear that they do not agree to certain additional terms, this concern safeguards against unconsented modifications to the contract.

Lastly, regarding additional terms that materially alter the original contract, such modifications could disrupt the foundational aspects of the agreement and, thus, are also deemed unacceptable unless all parties agree to the changes. Such alterations must not create surprise or impose undue hardship on any party, aligning with the UCC's