355.2-311 Options and cooperation respecting performance.
(1)
(2)
(3)
An agreement for sale which is otherwise sufficiently definite (subsection (3) of
KRS 355.2-204) to be a contract is not made invalid by the fact that it leaves
particulars of performance to be specified by one (1) of the parties. Any such
specification must be made in good faith and within limits set by commercial
reasonableness.
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
KRS 355.2-319 specifications or arrangements relating to shipment are at the
seller's option.
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.
Effective: July 1, 1960
History: Created 1958 Ky. Acts ch. 77, sec. 2-311, effective July 1, 1960.
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