Section 1--303. Course of Performance, Course of Dealing, and Usage of\n Trade.\n (a) A "course of performance" is a sequence of conduct between the\nparties to a particular transaction that exists if:\n (1) the agreement of the parties with respect to the transaction\ninvolves repeated occasions for performance by a party; and\n (2) the other party, with knowledge of the nature of the performance\nand opportunity for objection to it, accepts the performance or\nacquiesces to it without objection.\n (b) A "course of dealing" is a sequence of conduct concerning previous\ntransactions between the parties to a particular transaction that is\nfairly to be regarded as establishing a common basis of understanding\nfor interpreting their expressions and other conduct.\n (c)
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Section 1--303. Course of Performance, Course of Dealing, and Usage of\n Trade.\n (a) A "course of performance" is a sequence of conduct between the\nparties to a particular transaction that exists if:\n (1) the agreement of the parties with respect to the transaction\ninvolves repeated occasions for performance by a party; and\n (2) the other party, with knowledge of the nature of the performance\nand opportunity for objection to it, accepts the performance or\nacquiesces to it without objection.\n (b) A "course of dealing" is a sequence of conduct concerning previous\ntransactions between the parties to a particular transaction that is\nfairly to be regarded as establishing a common basis of understanding\nfor interpreting their expressions and other conduct.\n (c) A "usage of trade" is any practice or method of dealing having\nsuch regularity of observance in a place, vocation, or trade as to\njustify an expectation that it will be observed with respect to the\ntransaction in question. The existence and scope of such a usage must be\nproved as facts. If it is established that such a usage is embodied in a\ntrade code or similar record, the interpretation of the record is a\nquestion of law.\n (d) A course of performance or course of dealing between the parties\nor usage of trade in the vocation or trade in which they are engaged or\nof which they are or should be aware is relevant in ascertaining the\nmeaning of the parties' agreement, may give particular meaning to\nspecific terms of the agreement, and may supplement or qualify the terms\nof the agreement. A usage of trade applicable in the place in which part\nof the performance under the agreement is to occur may be so utilized as\nto that part of the performance.\n (e) Except as otherwise provided in subsection (f), the express terms\nof an agreement and any applicable course of performance, course of\ndealing, or usage of trade must be construed whenever reasonable as\nconsistent with each other. If such a construction is unreasonable:\n (1) express terms prevail over course of performance, course of\ndealing, and usage of trade;\n (2) course of performance prevails over course of dealing and usage of\ntrade; and\n (3) course of dealing prevails over usage of trade.\n (f) Subject to Section 2--209, a course of performance is relevant to\nshow a waiver or modification of any term inconsistent with the course\nof performance.\n (g) Evidence of a relevant usage of trade offered by one party is not\nadmissible unless that party has given the other party notice that the\ncourt finds sufficient to prevent unfair surprise to the other party.\n