N.Y. Uniform Commercial Code Law § 2-202: Final Written Expression: Parol or Extrinsic Evidence

Section 2--202. Final Written Expression: Parol or Extrinsic Evidence.

Terms with respect to which the confirmatory memoranda of the parties

agree or which are otherwise set forth in a record intended by the

parties as a final expression of their agreement with respect to such

terms as are included therein may not be contradicted by evidence of any

prior agreement or of a contemporaneous oral agreement but may be

explained or supplemented

(a) by course of performance, course of dealing, or usage of trade

(Section 1--303); and

(b) by evidence of consistent additional terms unless the court finds

the record to have been intended also as a complete and exclusive

statement of the terms of the agreement.