N.Y. Uniform Commercial Code Law Section 2-206
Offer and Acceptance in Formation of Contract

Section 2--206. Offer and Acceptance in Formation of Contract.

(1)

Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

(b)

an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

(2)

Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

Source: Section 2-206 — Offer and Acceptance in Formation of Contract, https://www.­nysenate.­gov/legislation/laws/UCC/2-206 (updated Sep. 22, 2014; accessed Dec. 6, 2025).

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Verified:
Dec. 6, 2025

Last modified:
Sep. 22, 2014

§ 2-206. Offer & Acceptance in Formation of Contract's source at nysenate​.gov

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