N.Y. U.C.C. 1-302

Section 1--302. Variation by Agreement.\n (a) Except as otherwise provided in subsection (b) or elsewhere in\nthis act, the effect of provisions of this act may be varied by\nagreement.\n (b) The obligations of good faith, diligence, reasonableness, and care\nprescribed by this act may not be disclaimed by agreement. The parties,\nby agreement, may determine the standards by which the performance of\nthose obligations is to be measured if those standards are not\nmanifestly unreasonable. Whenever this act requires an action to be\ntaken within a reasonable time, a time that is not manifestly\nunreasonable may be fixed by agreement.\n (c) The presence in certain provisions of this act of the phrase\n"unless otherwise agreed", or words of similar import, does not imply\nthat the effect of other provisions may not be varied by agreement under\nthis section.\n