§490:2-207  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 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. [L 1965, c 208,
§2-207; HRS §490:2-207]



 



Case Notes



 



  Definite acceptance is counteroffer only as to additional
terms.  56 H. 466, 540 P.2d 978.