§ 554.1303

554.1303 Course of performance, course of dealing, and usage of trade. 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 involves repeated 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 it without 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 acommon 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 observedwith respect to the transaction in question. The existence and scope of such a usage must beproved as facts. If it is established that such a usage is embodied in a trade code or similarrecord, the interpretation of the record is a question of law. 4.

stence and scope of such a usage must beproved as facts. If it is established that such a usage is embodied in a trade code or similarrecord, 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 isrelevant in ascertaining the meaning of the parties’ agreement, may give particular meaningto specific terms of the agreement, and may supplement or qualify the terms of the agreement.A usage of trade applicable in the place in which part of the performance under the agreementis to 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 reasonableas consistent with each other. If such a construction is unreasonable: a. express terms prevail over course of performance, course of dealing, and usage of trade;b. course of performance prevails over course of dealing and usage of trade; andc. course of dealing prevails over usage of trade.6.

over course of performance, course of dealing, and usage of trade;b. course of performance prevails over course of dealing and usage of trade; andc. 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 is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surpriseto the other party. [C24, 27, 31, 35, 39, §9938, 9944, 9947, 10000; C46, 50, 54, 58, 62, §554.10, 554.16, 554.19, 554.72; C66, 71, 73, 75, 77, 79, 81, §554.1205] 2007 Acts, ch 41, §17, 53CS2007, §554.1303Referred to in §554.1201, 554.2202 Sat Dec 23 01:49:16 2023 Iowa Code 2024, Section 554.1303 (24, 0)