Lou handles purchasing for Taylors, Inc., a small manufacturing business. An order had been placed for Taylors to produce 1,000 frames for delivery on Friday. On Monday morning, Lou, the purchasing agent for Taylors, learns that a component needed to fulfill the frame order has been damaged. The fasteners to be used to connect the wood frames have rusted and are unusable. Worried that Taylor will lose its largest customer, Lous boss directs Lou to obtain alternative fasteners as soon as possible. Lou faxes an order to his best supplier, Fasteners Fast, Inc., requesting that replacement fasteners be delivered by Wednesday. Pat, the order receiving agent at Fasteners Fast, receives the fax, confirms availability of the necessary fasteners in inventory, and sends a Confirmation Notice by fax the same day to Lou. The Order and Conformation Notices are reprinted below.

Purchase Order / Taylors Inc. Order Number 201507009

To: Fasteners Fast, Inc. Date: Monday Delivery By: Wednesday close of business

10,000 #2 fasteners, zinc finish, corners

Supplier shall retain the risk of loss with respect to the product until the product has been received within the purchasers building.

Confirmation Notice / Fasteners Fast, Inc. we deliver fasteners, FAST!

To: Taylors Inc. Date: Monday Confirmation of: Order 201507009

Part No. 66881P: 10,000 #2 fasteners, zinc finish, corners / Wednesday shipping

Price: $4,600 + freight

All Items shipped FOB Seller.

a. based on the Order and Confirmation above, is there a contract? Discuss by using UCC 2-207 (reprinted below) to answer this question.

b. assuming the existence of a contract, what are the terms that would be enforced by the court? Discuss by using 2-207 to answer this question.

UCC 2-207

(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

(a) the offer expressly limits acceptance to the terms of the offer;

(b) they materially alter it; or

(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for salealthough the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.