70A-2-311. Options and cooperation respecting performance.
(1) An agreement for sale which is otherwise sufficiently definite (Subsection (3) of
Section 70A-2-204) to be a contract is not made invalid by the fact that it leaves particulars of
performance to be specified by one of the parties. Any such specification must be made in good
faith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of the goods are at the
buyer's option and except as otherwise provided in Subsections (1)(c) and (3) of Section
70A-2-319 specifications or arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's performance but is
not seasonably made or where one party's cooperation is necessary to the agreed performance of
the other but is not seasonably forthcoming, the other party in addition to all other remedies
(a) is excused for any resulting delay in his own performance; and
(b) may also either proceed to perform in any reasonable manner or after the time for a
material part of his own performance treat the failure to specify or to cooperate as a breach by
failure to deliver or accept the goods.
Enacted by Chapter 154, 1965 General Session
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Last revised: Thursday, May 28, 2009