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Check which rules govern the sale
This is a Pennsylvania goods-law example, not a rule for all U.S. contracts. For an international sale, prepare the parties’ places of business, goods/services mix and choice/exclusion wording for the legal checker. The UN Convention on Contracts for the International Sale of Goods (CISG) can supply rules for some cross-border goods sales; check whether it applies.
Where Pennsylvania section 2207 governs, subsection (a) treats a clear, timely acceptance, or a written confirmation sent within a reasonable time, as acceptance despite extra or different terms—unless acceptance expressly depends on agreement to those changes.
Under subsection (b), extra terms are proposals. Between parties who qualify as merchants, they join the contract unless the offer limits acceptance to its own terms, the change materially alters the deal, or the other party already objected or objects within a reasonable time after receiving notice.
Both parties’ conduct can establish a contract under subsection (c) if it recognises that a contract exists, even when their writings do not. The terms are then the points their writings agree on plus terms supplied by other applicable provisions of Pennsylvania’s Commercial Code. These conditions need the actual documents and facts; this article does not decide your terms.
Show the differences instead of forwarding a document pile
Record the operative versions and why each difference affects delivery, risk or cash. This is an ELN review worksheet, not an assertion that either column controls.
| Subject | Quote says — fictional | Purchase order says — fictional |
|---|---|---|
| Payment | 30 days from invoice | 90 days from customer acceptance |
| Delivery | One specified receiving site | Sites to be nominated later |
| Liability / remedy | A stated proposed limit | A different attached set of terms |
| Changes | Written price/time agreement | Work to follow buyer instructions |
Starting work can make the question harder
Suppose engineering begins while the sales team is still discussing the payment difference. Management now has a live commitment and a dispute about the assumed cash date. Preserve the messages, forms, dates and actual conduct for review.
Ask the specialist which agreement and terms govern, what further communication is appropriate and what the business may do next. Do not label a particular change “immaterial” or treat silence as consent without the actual legal analysis.
Approve the terms you can actually fund and deliver
Alongside the legal question, management must answer a commercial one: can the company perform if the buyer’s requested schedule or payment timing is accepted? Price and funding decisions should use resolved terms or explicitly model the unresolved alternatives.
Keep the final authorised clarification with the order and update the working assumptions. A signed-off commercial comparison is useful; it does not itself determine the contract’s legal effect.
Scope
- Selected Pennsylvania statutory example only, subject to the actual governing framework and facts. No contract-formation judgment, CISG eligibility conclusion or interpretation of every U.S. battle-of-forms rule.
Next step
Use Relationship factsheet to record the proposed rights, work and payment terms. Keep a separate versioned conflict log and the actual framework/terms advice before performance.
Sources & review notes
Pennsylvania General Assembly
Passage, dates and research notes
statute · Subsections (a)–(c), complete section
Official section read in full. Governing-law, CISG and transaction facts remain separate.
United Nations Treaty Collection
Passage, dates and research notes
treaty · Articles 1–6, including scope, property effects and exclusion
Authentic text read through UNTC after another official host failed. Actual treaty status, reservations, governing law and parties still require checking.
United Nations Treaty Collection
Passage, dates and research notes
treaty-status · Registration 25567 and participant action table
Official depositary record retrieved and scoped status context read. No reader’s nationality, incorporation or choice of law establishes applicability by itself.
Detailed rule records (2)
Section 2207 describes conditional rules for acceptance, additional terms between merchants and conduct recognising a contract despite inconsistent writings. It does not say the latest form automatically wins.
13 Pa.C.S. §2207: additional terms in acceptance or confirmationCISG Articles 1–6 address scope and exclusion; Article 4 generally leaves the contract’s effect on ownership of the goods outside the Convention. The actual framework must be checked before applying a state-law example.
CISG authentic English text, UNTS 1489 No 25567 CISG registration and participant informationBookmark this guide or mark it as read.
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