1. A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: a. the agreement of the parties with respect to the transaction involvesrepeated occasions for performance by a party; and b. the other party, with knowledge of the nature of the performance and opportunity for objection to it,accepts the performance or acquiesces in itwithout objection. 2. A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct. 3. 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 must be proved as facts. If itis established that such a usage isembodied in a trade code or similar record, the interpretation of the record is a question of law. 4. A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning tospecific terms of the agreement, and maysupplementorqualify theterms oftheagreement. A usage of trade applicable in the place in which part of the performance underthe agreement isto occur may be so utilized as to that part of the performance. 5. Except as otherwise provided in subsection 6,the express terms of an agreement and any applicable course of dealing, or usage of trade must be construed wherever reasonable as consistent with each other. If such a construction isunreasonable: a. express termsprevail overcourseof performance, course of dealing, and usageof trade; b. course of performance prevails over course of dealing and usage of trade; and c. course of dealing prevails over usage of trade. 6. Subject to section 554.2209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance. 7. Evidence of a relevant usage of trade offered by one party isnot admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party. CS2007, §554.1303
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