If the seller has sales agents, it is best to assign one agent to the account, so that the course of the relationship is consistent. The UCC makes the course of dealing between the parties relevant to how the contract will be interpreted. Thus, even if a written contract contains an express provision as to a matter in dispute, the course of dealing between the parties can in effect be an implied modification of the provision. Regular accounts and statements . During the course of the relationship, the parties should develop a system of regular accounting, and providing statements of unpaid invoices.
Many states recognize the common law action for account stated.
This action provides that if it is a regular practice to provide a statement of the running balance of an account, and the buyer fails to dispute the account within a reasonable period of time, then in a dispute between the parties, the account so stated cannot be disputed by the buyer. Between commercial entities, these clauses are often rigorously enforced by the courts. There is a separate section of the UCC, Article 2A, which has been adopted by some jurisdictions, that provides the rules for leases of goods. Back to article 2. The issue of whether maintaining an independent contractor sales agent in a state is sufficient to give the state jurisdiction to impose obligations to collect taxes is complicated, and beyond the scope of this article.