2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 13 - Territorial Applicability and General Rules
Section 1303 - Course of performance, course of dealing and usage of trade

     § 1303.  Course of performance, course of dealing and usage of
                trade.
        (a)  Course of performance.--A "course of performance" is a
     sequence of conduct between the parties to a particular
     transaction that exists if:
            (1)  the agreement of the parties with respect to the
        transaction involves repeated occasions for performance by a
        party; and
            (2)  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.
        (b)  Course of dealing.--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.
        (c)  Usage of trade.--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 fact.
     If it is established that such a usage is embodied in a trade
     code or similar record, the interpretation of the record is a
     question of law.
        (d)  Evidentiary effect.--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 to 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 agreement is to occur
     may be so utilized as to that part of the performance.
        (e)  Construction in general.--Except as otherwise provided
     in subsection (f), the express terms of an agreement and any
     applicable course of performance, course of dealing or usage of
     trade must be construed whenever reasonable as consistent with
     each other. If such a construction is unreasonable:
            (1)  express terms prevail over course of performance,
        course of dealing and usage of trade;
            (2)  course of performance prevails over course of
        dealing and usage of trade; and
            (3)  course of dealing prevails over usage of trade.
        (f)  Waiver or modification.--Subject to section 2209
     (relating to modification, rescission and waiver), a course of
     performance is relevant to show a waiver or modification of any
     term inconsistent with the course of performance.
        (g)  Evidence.--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 surprise to the other party.

        Cross References.  Section 1303 is referred to in sections
     1201, 2202 of this title.