identify each of the elements to a contract including those relating to contact acceptance and rejection in the factual setting above. once you identify the elements, support your answer using the fact pattern above and the contact terms.

On March 15, 2016, 100,000 X45-2356 microchips arrive at ADCO, Inc.'s warehouse in White Plains, New York CHIPCO, Inc. sende AD an invoice for the 100,000 chips in the amount of $150,000.00, torrns payable upon receipt. ADCO, Inc. immediately pays the invoice. Each mor April May June, and July, the same procedure is followed, On August 15, 2016, the microchip order does not arrive. On August 16, 2016, a major hurricane, Hurricane Debbie, strike the Northeas leaving the Eastern seaboard of the United States without electricity unta August 21, 2016. On August 23, 2016, CHIPCO, Inc. delivers 100.000 chips to ADCO Inc.'s warehouse in White Plains, New York and sends an invoice to ADCO, Inc.in the amount of $150,000.00 On August 25, 2016, ADCO, Inc. sends payment to CHIPCO in the amount of S142,000.00. On August 27, 2016, CHIPCO send an email ADVO stating that the $8,000.00 of the invoice remains unpaid and that failure to pay the balance will affect future delivery and products ADCO refuses to pay the remaining $8,000.00 of the August CHIPCO invoice. On September 15, 2016, CHIPCO delivers 100,000 generic X45-2356A microchips to ADCO and sends an invoice in the amount of $142,000.00. ADCO immediately pays the invoice On October 1, 2016; ADCO receives a complaint from GEMLIN, Inc., an end user of the microchip X45-2356 stating that a customer who uses their navigation system in her car, was guided into a river on a foggy right by the navigation system. A check of the unit showed that the microchip was a X45-2356A, not the X45-2356. On October 15, 2016, CHIPCO delivers 100,000 X45-2358A microchips to ADCO, sends ADCO an invoice in the wount of $142,000.00 which ADCO pays immediately, On November 1, 2016, Linda discovers that the X45-2356 has been replaced with the X45-2356A and immediately sends notice to John that she was cancelling the remainder of the contract. CHIPCO Immediately brings an action in the New York State Supreme Court, Commercial Division, Westchester County against ADCO for damages in the amount of $600,000.00, four months remaining on the contract at $150,000.00 per month. ADCO counterclaims against CHIPCO claiming that it failed to supply the microchip specified in the order, deliberately replaced the microchip ordered with a cheaper, faulty version and did so with malice and knowledge that the microchip provided was interior. ADCO further claimed there was never a contract between the parties as CHIPCO'S counteroffer "supply 100.000 microchip X45-2356", or ta peneric equivalent" was rejected by ADCO. XADCO claimed $2,000,000.00 in darruages resulting from the interior product provided by CHIPCO