§ 41-02-28 — (2-311) Options and cooperation respecting performance

North Dakota § 41-02-28

• Jurisdiction: North Dakota
• Title 41: Uniform Commercial Code
• Ch. 41-02: Sales

Text

1. An agreement for sale which is otherwise sufficiently definite (subsection 3 of section
41-02-11) 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 subdivision c of subsection 1 and
subsection 3 of section 41-02-36 specifications or arrangements relating to shipment
are at the seller's option.
3. If such specification would materially affect the other party's performance but is not
seasonably made or if 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 that party's own performance; and
b. May also either proceed to perform in any reasonable manner or after the time for
a material part of that party's own performance treat the failure to specify or to
cooperate as a breach by failure to deliver or accept the goods.