Sec. 202. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing 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 dealing or usage of trade (IC 26-1-1-205) or by course of performance (IC 26-1-1-205); and
(b) by evidence of consistent additional terms, unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
Formerly: Acts 1963, c.317, s.2-202. As amended by P.L.152-1986, SEC.126; P.L.143-2007, SEC.9.
Structure Indiana Code
Article 1. Uniform Commercial Code
26-1-2-102. Scope; Certain Security and Other Transactions Excluded From This Chapter
26-1-2-103. Definitions and Index of Definitions
26-1-2-104. "Merchant"; "Between Merchants"; "Financing Agency"
26-1-2-105. Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit"
26-1-2-107. Goods to Be Severed From Realty; Recording
26-1-2-201. Formal Requirements; Statute of Frauds
26-1-2-202. Final Written Expression; Parol or Extrinsic Evidence
26-1-2-204. Formation in General
26-1-2-206. Offer and Acceptance in Formation of Contract
26-1-2-207. Additional Terms in Acceptance or Confirmation
26-1-2-209. Modification, Rescission, and Waiver
26-1-2-210. Delegation of Performance; Assignment of Rights
26-1-2-301. General Obligations of Parties
26-1-2-302. Unconscionable Contract or Clause
26-1-2-303. Allocation or Division of Risks
26-1-2-304. Price Payable in Money, Goods, Realty, or Otherwise
26-1-2-306. Output, Requirements, and Exclusive Dealings
26-1-2-307. Delivery in Single Lot or Several Lots
26-1-2-308. Absence of Specified Place for Delivery
26-1-2-309. Absence of Specific Time Provisions; Notice of Termination
26-1-2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation
26-1-2-311. Options and Cooperation Respecting Performance
26-1-2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement
26-1-2-313. Express Warranties by Affirmation, Promise, Description, and Sample
26-1-2-314. Implied Warranty; Merchantability; Usage of Trade
26-1-2-315. Implied Warranty; Fitness for Particular Purpose
26-1-2-316. Exclusion or Modification of Warranties
26-1-2-317. Cumulation and Conflict of Warranties Express or Implied
26-1-2-318. Third Party Beneficiaries of Warranties Express or Implied
26-1-2-319. f.o.b. and f.a.s. Terms
26-1-2-320. c.i.f. and c.&f. Terms
26-1-2-322. Delivery "Ex-Ship"
26-1-2-323. Form of Bill of Lading Required in Overseas Shipment; "Overseas"
26-1-2-324. "No Arrival, No Sale"
26-1-2-325. "Letter of Credit"; "Confirmed Credit"
26-1-2-326. Sale on Approval and Sale or Return
26-1-2-327. Special Incidents of Sale on Approval and Sale or Return
26-1-2-401. Passing of Title; Reservation of Security; Limited Application of This Section
26-1-2-402. Rights of Seller's Creditors Against Sold Goods
26-1-2-403. Power to Transfer; Good Faith Purchase of Goods; "Entrusting"
26-1-2-501. Insurable Interest in Goods; Manner of Identification of Goods
26-1-2-502. Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency
26-1-2-503. Manner of Seller's Tender of Delivery
26-1-2-504. Shipment by Seller
26-1-2-505. Seller's Shipment Under Reservation
26-1-2-506. Rights of Financing Agency
26-1-2-507. Effect of Seller's Tender; Delivery on Condition
26-1-2-508. Cure by Seller of Improper Tender or Delivery; Replacement
26-1-2-509. Risk of Loss in the Absence of Breach
26-1-2-510. Effect of Breach on Risk of Loss
26-1-2-511. Tender of Payment by Buyer; Payment by Check
26-1-2-512. Payment by Buyer Before Inspection
26-1-2-513. Buyer's Right of Inspection of Goods
26-1-2-514. When Documents Deliverable on Acceptance; When on Payment
26-1-2-515. Preserving Evidence of Goods in Dispute
26-1-2-601. Buyer's Rights on Improper Delivery
26-1-2-602. Manner and Effect of Rightful Rejection
26-1-2-603. Merchant Buyer's Duties as to Rightfully Rejected Goods
26-1-2-604. Buyer's Options as to Salvage of Rightfully Rejected Goods
26-1-2-605. Waiver of Buyer's Objections by Failure to Particularize
26-1-2-606. What Constitutes Acceptance of Goods
26-1-2-608. Revocation of Acceptance in Whole or in Part
26-1-2-609. Right to Adequate Assurance of Performance
26-1-2-610. Anticipatory Repudiation
26-1-2-611. Retraction of Anticipatory Repudiation
26-1-2-612. "Instalment Contract"; Breach
26-1-2-613. Casualty to Identified Goods
26-1-2-614. Substituted Performance
26-1-2-615. Excuse by Failure of Presupposed Conditions
26-1-2-616. Procedure on Notice Claiming Excuse
26-1-2-701. Remedies for Breach of Collateral Contracts Not Impaired
26-1-2-702. Seller's Remedies on Discovery of Buyer's Insolvency
26-1-2-703. Seller's Remedies in General
26-1-2-705. Seller's Stoppage of Delivery in Transit or Otherwise
26-1-2-706. Seller's Resale, Including Contract for Resale
26-1-2-707. "Person in the Position of a Seller"
26-1-2-708. Seller's Damages for Nonacceptance or Repudiation
26-1-2-709. Action for the Price
26-1-2-710. Seller's Incidental Damages
26-1-2-711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods
26-1-2-712. "Cover"; Buyer's Procurement of Substitute Goods
26-1-2-713. Buyer's Damages for Nondelivery or Repudiation
26-1-2-714. Buyer's Damages for Breach in Regard to Accepted Goods
26-1-2-715. Buyer's Incidental and Consequential Damages
26-1-2-716. Buyer's Right to Specific Performance or Replevin
26-1-2-717. Deduction of Damages From the Price
26-1-2-718. Liquidation or Limitation of Damages; Deposits
26-1-2-719. Contractual Modification or Limitation of Remedy
26-1-2-720. Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach
26-1-2-721. Remedies for Fraud
26-1-2-722. Who Can Sue Third Parties for Injury to Goods
26-1-2-723. Proof of Market Price; Time and Place