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Ind. Code § 26-1-2-311

Options and cooperation respecting performance

Known as the Uniform Commercial Code

The act spans §§ 26-1-1-0.2 to 26-1-9.1-902 (630 sections).

Applied in 2 court decisions — leading case BRC Rubber & Plastics, Inc. v. Cont'l Carbon Co. (2018)

Most recently applied in BRC Rubber & Plastics, Incorpo v. Continental Carbon Company (August 2018)

Formerly: Acts 1963, c.317, s.2-311

Sec. 311. (1) An agreement for sale which is otherwise sufficiently definite (IC 26-1-2-204(3)) 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.

(2) Unless otherwise agreed, specifications relating to assortment of goods are at the buyer's option, and except as otherwise provided in IC 26-1-2-319(1)(c) and IC 26-1-2-319(3), 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 (1) 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.

Official source: Indiana General Assembly. Reproduced from public-domain Indiana statutes; confirm against the official source for the current text. Not legal advice.