Where this article allocates a risk or a burden as between the parties "unless otherwise agreed," the agreement may not only shift the allocation but may also divide the risk or burden.
UCC Official Comments © by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision. — None.
1. This section is intended to make it clear that the parties may modify or allocate "unless otherwise agreed" risks or burdens imposed by this article as they desire, always subject, of course, to the provisions on unconscionability.
Compare Section 1-102(4).
2. The risk or burden may be divided by the express terms of the agreement or by the attending circumstances, since under the definition of "agreement" in this act the circumstances surrounding the transaction as well as the express language used by the parties enter into the meaning and substance of the agreement.
Point 1: Sections 1-102 and 2-302.
Point 2: Section 1-201.
"Party". Section 1-201.
"Agreement". Section 1-201.