§ 4-2-311 — Options and cooperation respecting performance

(1) An
agreement for sale which is otherwise sufficiently definite (subsection (3) of section
4-2-204) to be a contract is not made invalid by the fact that it leaves particulars of
performance to be specified by one 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 the
goods are at the buyer's option, and except as otherwise provided in subsections
(1)(c) and (3) of section 4-2-319, 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 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.

Legislative History

Source: L. 65: p. 1309, � 1. C.R.S. 1963: � 155-2-311.