8.2-311 - Options and cooperation respecting performance.
§ 8.2-311. Options and cooperation respecting performance.
(1) An agreement for sale which is otherwise sufficiently definite(subsection (3) of § 8.2-204) to be a contract is not made invalid by thefact that it leaves particulars of performance to be specified by one of theparties. Any such specification must be made in good faith and within limitsset by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of thegoods are at the buyer's option and except as otherwise provided insubsections (1) (c) and (3) of § 8.2-319 specifications or arrangementsrelating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party'sperformance but is not seasonably made or where one party's cooperation isnecessary to the agreed performance of the other but is not seasonablyforthcoming, 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 thetime for a material part of his own performance treat the failure to specifyor to cooperate as a breach by failure to deliver or accept the goods.
(1964, c. 219.)