Applying UCC § 2-207

B makes an offer to buy goods on a purchase order. S sends an acknowledgment that accepts the offer and contains a form clause on the back that purports to exclude all liability for consequential damages. S ships the goods and B accepts them and pays for them. Due to non-conformities, B suffers consequential losses of $50,000. Is the ‘‘excluder’’ term part of the contract?
B makes an offer to buy goods on a purchase order. On the back of the purchase order is a form clause that S shall pay $500 per day for consequential damages caused by delay in delivery. S responds by an acknowledgment that accepts the offer, but the acknowledgment provides, in a term that appears on the back of the form, that the seller shall not be liable for consequential damages caused by any delay in delivery. B pays for the goods in advance. S is 20 days late in delivery. B accepts the goods, but is harmed by the late delivery. Invoking its liquidated damage clause, B sues for $10,000. Will B prevail?
How would your answer to (2) change, if Seller’s acknowledgment form includes the following clause: “Seller’s willingness to sell to you is conditioned on your acceptance of all the terms in this Acknowledgment” ?

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