70A-2-208. Course of performance or practical construction.
(1) Where the contract for sale involves repeated occasions for performance by either
party with knowledge of the nature of the performance and opportunity for objection to it by the
other, any course of performance accepted or acquiesced in without objection shall be relevant to
determine the meaning of the agreement.
(2) The express terms of the agreement and any such course of performance, as well as
any course of dealing and usage of trade, shall be construed whenever reasonable as consistent
with each other; but when such construction is unreasonable, express terms shall control course of
performance and course of performance shall control both course of dealing and usage of trade
(Section 70A-1-205).
(3) Subject to the provisions of the next section on modification and waiver, such course
of performance shall be relevant to show a waiver or modification of any term inconsistent with
such course of performance.
Enacted by Chapter 154, 1965 General Session
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Last revised: Thursday, May 28, 2009