2006 Code of Virginia § 59.1-502.4 - Acceptance with varying terms

59.1-502.4. Acceptance with varying terms.

(a) In this section, an acceptance materially alters an offer if it containsa term that materially conflicts with or varies a term of the offer or thatadds a material term not contained in the offer.

(b) Except as otherwise provided in 59.1-502.5, a definite and seasonableexpression of acceptance operates as an acceptance, even if the acceptancecontains terms that vary from the terms of the offer, unless the acceptancematerially alters the offer.

(c) If an acceptance materially alters the offer, the following rules apply:

(1) A contract is not formed unless (A) a party agrees, such as bymanifesting assent, to the other party's offer or acceptance or (B) all theother circumstances, including the conduct of the parties, establish acontract.

(2) If a contract is formed by the conduct of both parties, the terms of thecontract are determined under 59.1-502.10.

(d) If an acceptance varies from but does not materially alter the offer, acontract is formed based on the terms of the offer. In addition, thefollowing rules apply:

(1) Terms in the acceptance which conflict with terms in the offer are notpart of the contract.

(2) An additional nonmaterial term in the acceptance is a proposal for anadditional term. Between merchants, the proposed additional term becomes partof the contract unless the offeror gives notice of objection before, orwithin a reasonable time after, it receives the proposed terms.

(2000, cc. 101, 996.)