{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-502.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-502.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-502.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-502.4.html"}],"law_id":82209,"edition_id":1,"section_id":82209,"structure_id":14011,"section_number":"59.1-502.4","catch_line":"Acceptance with varying terms","history":"2000, cc. 101, 996.","full_text":"a\n\nIn this section, an acceptance materially alters an offer if it contains a term that materially conflicts with or varies a term of the offer or that adds a material term not contained in the offer.b\n\nExcept as otherwise provided in § 59.1-502.5, a definite and seasonable expression of acceptance operates as an acceptance, even if the acceptance contains terms that vary from the terms of the offer, unless the acceptance materially alters the offer.c\n\nIf an acceptance materially alters the offer, the following rules apply:1\n\nA contract is not formed unless (A) a party agrees, such as by manifesting assent, to the other party’s offer or acceptance or (B) all the other circumstances, including the conduct of the parties, establish a contract.2\n\nIf a contract is formed by the conduct of both parties, the terms of the contract are determined under § 59.1-502.10.d\n\nIf an acceptance varies from but does not materially alter the offer, a contract is formed based on the terms of the offer. In addition, the following rules apply:1\n\nTerms in the acceptance which conflict with terms in the offer are not part of the contract.2\n\nAn additional nonmaterial term in the acceptance is a proposal for an additional term. Between merchants, the proposed additional term becomes part of the contract unless the offeror gives notice of objection before, or within a reasonable time after, it receives the proposed terms.","order_by":null,"text":{"0":{"id":294621,"text":"In this section, an acceptance materially alters an offer if it contains a term that materially conflicts with or varies a term of the offer or that adds a material term not contained in the offer.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":294622,"text":"Except as otherwise provided in § 59.1-502.5, a definite and seasonable expression of acceptance operates as an acceptance, even if the acceptance contains terms that vary from the terms of the offer, unless the acceptance materially alters the offer.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":294623,"text":"If an acceptance materially alters the offer, the following rules apply:","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"c1"},"3":{"id":294624,"text":"A contract is not formed unless (A) a party agrees, such as by manifesting assent, to the other party’s offer or acceptance or (B) all the other circumstances, including the conduct of the parties, establish a contract.","type":"section","prefixes":["c","1"],"prefix":"1","entire_prefix":"c1","prefix_anchor":"c1","level":2,"prior_prefix":"c","next_prefix":"c2"},"4":{"id":294625,"text":"If a contract is formed by the conduct of both parties, the terms of the contract are determined under § 59.1-502.10.","type":"section","prefixes":["c","2"],"prefix":"2","entire_prefix":"c2","prefix_anchor":"c2","level":2,"prior_prefix":"c1","next_prefix":"d"},"5":{"id":294626,"text":"If an acceptance varies from but does not materially alter the offer, a contract is formed based on the terms of the offer. In addition, the following rules apply:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c2","next_prefix":"d1"},"6":{"id":294627,"text":"Terms in the acceptance which conflict with terms in the offer are not part of the contract.","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"7":{"id":294628,"text":"An additional nonmaterial term in the acceptance is a proposal for an additional term. Between merchants, the proposed additional term becomes part of the contract unless the offeror gives notice of objection before, or within a reasonable time after, it receives the proposed terms.","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1"}},"ancestry":[{"id":14011,"edition_id":1,"name":"Formation and Terms","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12900,"metadata":{},"date_created":"2026-06-26 03:46:36","date_modified":"2026-06-26 03:46:36","permalink":{"id":261973,"object_type":"structure","relational_id":14011,"identifier":"2","token":"59.1\/43\/2","url":"\/59.1\/43\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12900,"edition_id":1,"name":"Uniform Computer Information Transactions Act","identifier":"43","label":"chapter","depth":2,"order_by":1,"parent_id":12809,"metadata":{},"date_created":"2026-06-26 03:44:00","date_modified":"2026-06-26 03:44:00","permalink":{"id":261885,"object_type":"structure","relational_id":12900,"identifier":"43","token":"59.1\/43","url":"\/59.1\/43\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12809,"edition_id":1,"name":"Trade and Commerce","identifier":"59.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":259521,"object_type":"structure","relational_id":12809,"identifier":"59.1","token":"59.1","url":"\/59.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75095,"structure_id":14011,"section_number":"59.1-502.1","catch_line":"Formal requirements","url":"\/59.1-502.1\/","token":"59.1\/43\/2\/59.1-502.1","metadata":false},{"id":82823,"structure_id":14011,"section_number":"59.1-502.10","catch_line":"Terms of contract formed by conduct","url":"\/59.1-502.10\/","token":"59.1\/43\/2\/59.1-502.10","metadata":false},{"id":73216,"structure_id":14011,"section_number":"59.1-502.11","catch_line":"Repealed","url":"\/59.1-502.11\/","token":"59.1\/43\/2\/59.1-502.11","metadata":false},{"id":72868,"structure_id":14011,"section_number":"59.1-502.12","catch_line":"Efficacy and commercial reasonableness of attribution procedure","url":"\/59.1-502.12\/","token":"59.1\/43\/2\/59.1-502.12","metadata":false},{"id":56924,"structure_id":14011,"section_number":"59.1-502.13","catch_line":"Determining attribution","url":"\/59.1-502.13\/","token":"59.1\/43\/2\/59.1-502.13","metadata":false},{"id":73858,"structure_id":14011,"section_number":"59.1-502.14","catch_line":"Electronic error; 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electronic agents","url":"\/59.1-502.6\/","token":"59.1\/43\/2\/59.1-502.6","metadata":false},{"id":55560,"structure_id":14011,"section_number":"59.1-502.7","catch_line":"Formation; releases of informational rights","url":"\/59.1-502.7\/","token":"59.1\/43\/2\/59.1-502.7","metadata":false},{"id":75483,"structure_id":14011,"section_number":"59.1-502.8","catch_line":"Adopting terms of records","url":"\/59.1-502.8\/","token":"59.1\/43\/2\/59.1-502.8","metadata":false},{"id":80284,"structure_id":14011,"section_number":"59.1-502.9","catch_line":"Mass-market license","url":"\/59.1-502.9\/","token":"59.1\/43\/2\/59.1-502.9","metadata":false}],"previous_section":{"id":68883,"structure_id":14011,"section_number":"59.1-502.3","catch_line":"Offer and acceptance in general","url":"\/59.1-502.3\/","token":"59.1\/43\/2\/59.1-502.3","metadata":false},"next_section":{"id":61606,"structure_id":14011,"section_number":"59.1-502.5","catch_line":"Conditional offer or acceptance","url":"\/59.1-502.5\/","token":"59.1\/43\/2\/59.1-502.5","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-502.4\/","history_text":"

This law was first created in 2000. The record of its establishment is cataloged in chapters 101<\/a> and 996<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":61606,"section_number":"59.1-502.5","catch_line":"Conditional offer or acceptance","order_by":null,"url":"\/59.1-502.5\/"}],"permalink":{"id":262019,"object_type":"law","relational_id":82209,"identifier":"59.1-502.4","token":"59.1\/43\/2\/59.1-502.4","url":"\/59.1-502.4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-502.4\/","token":"59.1\/43\/2\/59.1-502.4","dublin_core":{"Title":"Acceptance with varying terms","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-502.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> In this section, an acceptance materially alters an offer if it contains a term that materially conflicts with or varies a term of the offer or that adds a material<\/span> term not contained in the offer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Except as otherwise provided in § 59.1-502.5<\/a>, a definite and seasonable expression of acceptance operates as an acceptance, even if the acceptance contains terms that vary from the terms of the offer, unless the acceptance materially alters the offer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> If an acceptance materially alters the offer, the following rules apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A contract<\/span> is not formed unless (A) a party<\/span> agrees, such as by manifesting assent, to the other party<\/span>’s offer or acceptance or (B) all the other circumstances, including the conduct of the parties, establish a contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If a contract<\/span> is formed by the conduct of both parties, the terms of the contract<\/span> are determined under § 59.1-502.10<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> If an acceptance varies from but does not materially alter the offer, a contract<\/span> is formed based on the terms of the offer. In addition, the following rules apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Terms in the acceptance which conflict with terms in the offer are not part of the contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An additional nonmaterial term in the acceptance is a proposal for an additional term. Between merchants, the proposed additional term becomes part of the contract<\/span> unless the offeror gives notice of objection before, or within a reasonable time after, it receives the proposed terms. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACCEPTANCE WITH VARYING TERMS (\u00a7 59.1-502.4)\n\na. In this section, an acceptance materially alters an offer if it contains a\nterm that materially conflicts with or varies a term of the offer or that adds a\nmaterial term not contained in the offer.\n\nb. Except as otherwise provided in § 59.1-502.5, a definite and seasonable\nexpression of acceptance operates as an acceptance, even if the acceptance\ncontains terms that vary from the terms of the offer, unless the acceptance\nmaterially alters the offer.\n\nc. If an acceptance materially alters the offer, the following rules apply:\n\n 1. A contract is not formed unless (A) a party agrees, such as by manifesting\n assent, to the other party’s offer or acceptance or (B) all the other\n circumstances, including the conduct of the parties, establish a contract.\n\n 2. If a contract is formed by the conduct of both parties, the terms of the\n contract are determined under § 59.1-502.10.\n\nd. If an acceptance varies from but does not materially alter the offer, a\ncontract is formed based on the terms of the offer. In addition, the following\nrules apply:\n\n 1. Terms in the acceptance which conflict with terms in the offer are not part\n of the contract.\n\n 2. An additional nonmaterial term in the acceptance is a proposal for an\n additional term. Between merchants, the proposed additional term becomes part\n of the contract unless the offeror gives notice of objection before, or within\n a reasonable time after, it receives the proposed terms.\n\nHISTORY: 2000, cc. 101, 996.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}