As a general rule, the parties focus « exclusively on the « thick » conditions of the agreement, i.e. on terms they deliberately describe, such as description of goods, quantity, price and other conditions that the decent trader would deliberately consider. K. Llewellyn: The Common Law Tradition: Deciding Appeals 370. Prof. Llewellyn wrote that « every contract with derbbauplatte leads to two . . . Contracts: the thick chord and safety of an additional boiler plate. K. Llewellyn: The Common Law Tradition: Deciding Appeals 371 (1960).
One court explained: But where the deleted terms are largely identical, even if the response to the offer contains additional or other conditions, there is « a clear and seasonal expression of acceptance » – and a contract has been concluded. Instead of thinking about « consent » to boiler plate clauses, we can see that with respect to what is specific, there is absolutely no agreement. What, in fact, agrees, in particular, are the few thick terms, and the wide type of transaction, and just one more thing. The first is general consent (no specific consent) to non-unreasonable or indecent conditions that the seller may have on his form, which do not change or mask the reasonable meaning of the thick terms. Unread fine print has nothing to do with the sensible meaning of the terms that constitute the dominant expression and the only real expression of an agreement. The « reflection » rule is destroyed – but the thick terms must always match. The courts understand the language of s. 2-207 (1) before the comma (quoted above) so that the reflection rule does not apply to other terms or other constituent terms. But the courts generally consider that the reflection rule still applies to the terms of the transaction described by Professor Llewellyn (i.e. the essential terms and conditions – product description, quantity, price, payment and terms of delivery).
A response to an offer that significantly changes the thick terms does not reflect « a particular and seasonal expression of acceptance. » 2-207 (1), and no contract is concluded.11 What made you watch? Please tell us where you read or heard it (including the quote, if possible). The conditions of the revised forms that correspond are of course the thick conditions (z.B object, quantity, price and date of delivery). The non-matching terms are cut out. These include, as a general rule, the non-responsibility of unspoken guarantees, restrictions and replacements of standard assistance measures by law, the choice of law, the choice of forum and mandatory arbitration clauses. According to the UCC, adding additional or non-offer conditions to an order does not always prevent acceptance of the offer. If the acceptance does not attempt to change the so-called « dickered terms » terms, the parties` contract will be applied, but the contract will not contain any of the derogatory terms, unless the acceptance has been conditional on an agreement on the additional or other terms. If you are not sufficiently confused in the meantime, note that in Article 2-207, written confirmations of oral or informal contracts are treated as hypotheses (see more precisely 2-207 al. 1) as if a confirmation constituted acceptance), although the confirmation does not contain thick terms that differ from the terms of the previous oral contract or, in addition to those terms.23 « Dicked ». Merriam-Webster.com thesaurus, Merriam-Webster, www.merriam-webster.com/thesaurus/dickered.