1. If terms are different, there are 3 approaches courts take
   1. Different terms do not become part of the agreement b/c §2-207(2) only mentions additional terms
   2. Different terms treated exactly the same as additional
   3. MAJORITY: Knockout rule, different terms knock each other out of the agreement so that contract then consists of agreed upon terms and implied terms (gap terms)
2. Use this in 3 scenarios:
   1. Written offer and written acceptance
   2. Oral offer & acceptance w/ Written confirmation
   3. Oral offer and written acceptance
3. Offer
   1. "Expressly conditional" Counteroffer [OR] Rejection
      1. No acceptance
         1. No contract
      2. Clear acceptance of counterofferor
         1. K on counteroffer's terms
      3. No K formed b/c offer & acceptance contradict each other; however parties' actions show K exist
         1. Look to §2-207(3)
            1. Conduct by both parties that recognizes a K is sufficient, even though the writing don't establish a contract
            2. Conflicting terms are ignored (FIRST SHOT RULE) K terms are those agreed upon Plus any terms incorporated by UCC "gap fillers"
   2. Acceptance that has additional or different terms
      1. Between Merchants
         1. Terms become part of contract, UNLESS
            1. Offer expressly limits acceptance to terms of the offer
            2. Terms materially alter
            3. Surprise or Hardship?
            4. Objection to terms has already been given or is given in a reasonable time
      2. Not between merchants
         1. Additional terms = proposals