§ 26-1-2-311 — Options and cooperation respecting performance

(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.
Formerly: Acts 1963, c.317, s.2-311. As amended by
P.L.152-1986, SEC.134.