[needhelpnow]

On May 2, Handy hardware sent Ram Industries a signed purchase order that stated, in part, as follows:

• “Ship for May 8 delivery 300 Model A-X socket sets at current dealer price. Terms 2/10/net30.”

Ram received Handy’s purchase order on May 4. On May 5, Ram discovered that it had only 200 Model A-X socket sets and 100 Model W-Z socket sets in stock. Ram shipped the Model A-X and Model W-Z sets to Handy without any explanation concerning the shipment. The socket sets were received by Handy on May 8.

Which of the following statements concerning the shipment is correct?

A. Ram’s shipment is an acceptance of Handy’s offer.

B. Ram’s shipment is a counteroffer.

C. Handy’s order must be accepted by Ram in writing before Ram ships the socket sets.

D. Handy’s order can only be accepted by Ram shipping conforming goods.

The correct answer is A.

Ram’s shipment is an acceptance of Handy’s offer. The fact that Ram shipped out the order (whether it had the A-X sockets or the W-Z sockets was irrelevant) was acceptance enough for Handy’s offer to pay in 2/10/net30.

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My question here is, sending goods that are not requested is considered a COUNTEROFFER. Why is this offer considered accepted in this instance?

Thank you guys!

[Anonymous]

shipping nonconforming goods isn't a counteroffer under the UCC unless the shipper notified the buyer before shipping. in that case the seller actually counter-offered. sending nonconforming goods without advanced notice is acceptance and immediate breach.

[needhelpnow]

That makes a lot of sense! Thank you!

[Author]

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