Section 2--311. Options and Cooperation Respecting Performance  


Latest version.
  • (1)  An  agreement  for  sale which is otherwise sufficiently definite
      (subsection (3) of Section 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  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.