Section 1--205. Course of Dealing and Usage of Trade  


Latest version.
  • (1)  A course of dealing is a sequence of previous conduct between the
      parties to a particular transaction which is fairly to  be  regarded  as
      establishing  a  common  basis  of  understanding for interpreting their
      expressions and other conduct.
        (2) A usage of trade is any practice or method of dealing having  such
      regularity  of observance in a place, vocation or trade as to justify an
      expectation that it will be observed with respect to the transaction  in
      question.  The  existence  and scope of such a usage are to be proved as
      facts. If it is established that such a usage is embodied in  a  written
      trade  code  or similar writing the interpretation of the writing is for
      the court.
        (3) A course of dealing between parties and any usage of trade in  the
      vocation  or  trade  in  which  they are engaged or of which they are or
      should be aware give particular meaning to  and  supplement  or  qualify
      terms of an agreement.
        (4)  The  express  terms  of  an agreement and an applicable course of
      dealing or usage of trade shall  be  construed  wherever  reasonable  as
      consistent  with  each other; but when such construction is unreasonable
      express terms control both course of dealing  and  usage  of  trade  and
      course of dealing controls usage of trade.
        (5)  An  applicable  usage  of  trade  in  the place where any part of
      performance is to occur shall be used in interpreting the  agreement  as
      to that part of the performance.
        (6)  Evidence of a relevant usage of trade offered by one party is not
      admissible unless and until he has given the other party such notice  as
      the court finds sufficient to prevent unfair surprise to the latter.