                                 CODE OF VIRGINIA

ACCEPTANCE WITH VARYING TERMS (§ 59.1-502.4)

a. 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.

b. Except as otherwise provided in &#xA7; 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. If an acceptance materially alters the offer, the following rules apply:

   1. A contract is not formed unless (A) a party agrees, such as by manifesting
   assent, to the other party&#8217;s offer or acceptance or (B) all the other
   circumstances, including the conduct of the parties, establish a contract.

   2. If a contract is formed by the conduct of both parties, the terms of the
   contract are determined under &#xA7; 59.1-502.10.

d. 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:

   1. Terms in the acceptance which conflict with terms in the offer are not part
   of the contract.

   2. 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.

HISTORY: 2000, cc. 101, 996.