A counteroffer normally terminates the original offer, but the original offer remains open for acceptance if the counteroffer expressly provides that the counteroffer shall not constitute a rejection of the offer.
The UNIFORM COMMERCIAL CODE (UCC)—a body of law adopted by the states that governs commercial transactions—modifies this principle of contract law with respect to the sale of goods by providing that the "additional terms are to be construed as proposals for addition to the contract."
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