Article 8  three rules to interpret conduct and statements

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  Actual intent rule
  

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  Conduct of the party is to be interpreted according to the intent of the party where that intent was fully understood by the other party
  
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  Reasonable person rule (if above rule not applicable)
  
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    Interpreted according to the understanding that a reasonable person (from the perspective of the person receiving the statement or seeing the conduct) would have understood
    
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  Supplemental rules
  
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    In determining intent of a party or the understanding a reasonable person would have had, due consideration to all relevant circumstances, including
    
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      Negotiations
      
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      Course of conduct between themselves
      
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      Usages
      
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      Subsequent conduct of parties
      
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    [BUT: can have merger clause  clause at end of contract that says this agreement governs and you can ignore all previous prior agreements and understandings not expressed therein
    
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      derogation from CISG, which is allowed under CISG
      
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      See MCC Marble case page. 200]
      
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  Note: CISG looks at extraneous conduct even if text is clear  eschews American plain meaning rule
  
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  Art 9  bound by agreed upon usages, or if no agreement, widely known trade usages
  

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