If the offeree does not accept all the terms of the original offer, the additions, restrictions, or other modifications convert the acceptance into a counteroffer which can in turn be accepted or rejected by the other party. According to Section 359, paragraph 2, of the Civil and Commercial Code, a counteroffer is deemed to be a refusal coupled with a new offer. In other words, a counterproposal from the offeree to the offerer operates as a rejection and a new offer. The contract, therefore, is not concluded until the counteroffer is accepted by the original offerer.
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