KRS 355.1-303: Course of performance -- Course of dealing -- 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 pa rty, 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 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 it is established that such a usage is

embodied in a tra de 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 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.

(5) Except as otherwise provided in subsection (6) of this section, 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:

(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; and

(c) Course of dealing prevails over usage of trade.

(6) Subject to KRS 355.2 -209, 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 (1) 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.