may be had except as specifically provided in this act or by other rule of law. (b) Any right or obligation declared by this act is enforceable by action unless the provision declaring it specifies a different and limited effect. Section 361306. A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record. Section 361307. A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party. Section 361308. (a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as ‘without prejudice’, ‘under protest’, or the like are sufficient. (b) Subsection (a) does not apply to an accord and satisfaction. Section 361309. A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral ‘at will’ or when the party ‘deems itself insecure’, or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised. Section 361310. An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.”
3. Under paragraph (b) consistent additional terms, not reduced to writing, may be proved unless the court finds that the writing was intended by both parties as a complete and exclusive statement of all the terms. If the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact. Cross : Point 3: Sections 1205, 2207, 2302 and 2316. Definitional Cross : ‘Agreed’ and ‘agreement’ Section 1201. ‘Course of dealing’ Section 1303. ‘Party’ Section 1201. ‘Term’ Section 1201. ‘Usage of trade’ Section 1303. ‘Written’ and ‘writing’ Section 1201. SECTION 4. Section 362A103(3) of the 1976 Code is amended to read: “(3) The following definitions in other chapters apply to this chapter: ‘Account’. Section 369106. ‘Between merchants’. Section 362104(3). ‘Buyer’. Section 362103(1)(a). ‘Chattel paper’. Section 369105(1)(b). ‘Consumer goods’. Section 369109(1). ‘Document’. Section 369105(1)(f). ‘Entrusting’. Section 362403(3). ‘General intangibles’. Section 369102(a)(42). ‘Good faith’. Section 362103(1)(b). ‘Instrument’. Section 369105(1)(i). ‘Merchant’. Section 362104(1). ‘Mortgage’. Section 369105(1)(j). ‘Pursuant to commitment’. Section 369105(1)(k). ‘Receipt’. Section 362103(1)(c). ‘Sale’. Section 362106(1). ‘Sale on approval’. Section 362326. ‘Sale or return’. Section 362326. ‘Seller’. Section 362103(1)(d).” OFFICIAL COMMENT (a) ‘Buyer in ordinary course of business’. Section 1201(b)(9).