Title 11, Chapter 1, Section 205
Course of dealing and usage of trade.
(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