N.Y. Uniform Commercial Code Law § 2-207: Additional Terms in Acceptance or Confirmation

Section 2--207. Additional Terms in Acceptance or Confirmation.

(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 sale although 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.