70A-2-311 - Options and cooperation respecting performance. - Utah Statutes

State Codes and Statutes

Statutes > Utah > Title-70a > Chapter-02 > 70a-2-311

70A-2-311. Options and cooperation respecting performance.

(1) An agreement for sale which is otherwise sufficiently definite (Subsection (3) ofSection 70A-2-204) to be a contract is not made invalid by the fact that it leaves particulars ofperformance to be specified by one of the parties. Any such specification must be made in goodfaith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of the goods are at thebuyer's option and except as otherwise provided in Subsections (1)(c) and (3) of Section70A-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 isnot seasonably made or where one party's cooperation is necessary to the agreed performance ofthe 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 amaterial part of his own performance treat the failure to specify or to cooperate as a breach byfailure to deliver or accept the goods.

Enacted by Chapter 154, 1965 General Session

State Codes and Statutes

Statutes > Utah > Title-70a > Chapter-02 > 70a-2-311

70A-2-311. Options and cooperation respecting performance.

(1) An agreement for sale which is otherwise sufficiently definite (Subsection (3) ofSection 70A-2-204) to be a contract is not made invalid by the fact that it leaves particulars ofperformance to be specified by one of the parties. Any such specification must be made in goodfaith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of the goods are at thebuyer's option and except as otherwise provided in Subsections (1)(c) and (3) of Section70A-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 isnot seasonably made or where one party's cooperation is necessary to the agreed performance ofthe 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 amaterial part of his own performance treat the failure to specify or to cooperate as a breach byfailure to deliver or accept the goods.

Enacted by Chapter 154, 1965 General Session

State Codes and Statutes

Back To Homepage

State Codes and Statutes

Statutes > Utah > Title-70a > Chapter-02 > 70a-2-311

70A-2-311. Options and cooperation respecting performance.

(1) An agreement for sale which is otherwise sufficiently definite (Subsection (3) ofSection 70A-2-204) to be a contract is not made invalid by the fact that it leaves particulars ofperformance to be specified by one of the parties. Any such specification must be made in goodfaith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of the goods are at thebuyer's option and except as otherwise provided in Subsections (1)(c) and (3) of Section70A-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 isnot seasonably made or where one party's cooperation is necessary to the agreed performance ofthe 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 amaterial part of his own performance treat the failure to specify or to cooperate as a breach byfailure to deliver or accept the goods.

Enacted by Chapter 154, 1965 General Session