Under the UCC, when are altered terms in an acceptance between merchants included in the contract?

• A. They automatically become part of the contract.
• B. They are included only if both parties explicitly agree to each term.
• C. They require that the terms be material and not objected.
• D. They may be included in the contract if the terms are not material and not objected within a reasonable time.

Answer: (D)

Under the UCC, when two merchants exchange forms with altered terms, those terms can become part of the contract even though they weren’t in the original offer. They do so if the terms are not material and the other party does not object within a reasonable time. The idea is to allow business efficiency: extra terms are treated as proposals for addition, and they become part of the contract unless they would change the deal in a material way, or the other party objects in a reasonable time. So if the altered terms don’t materially change the contract and there’s no timely objection, they’re included. If the terms would materially alter the obligations, or if the offeror objects promptly, the altered terms don’t become part of the contract.