Utah § 70A-2-311 Options and cooperation respecting performance.

Utah Statutes

§ 70A-2-311 — Options and cooperation respecting performance.

Utah § 70A-2-311

Title 70AUniform Commercial Code

Ch. 70A-2Uniform Commercial Code - Sales

Part 70A-2-3General Obligation and Construction of Contract

This text of Utah § 70A-2-311 (Options and cooperation respecting performance.) is published on Counsel Stack Legal Research, covering Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Utah Code Ann. § 70A-2-311 (2026).

Text

(1)An agreement for sale which is otherwise sufficiently definite to be a contract under Subsection 70A-2-204(3) 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 70A-2-319(1)(c) and (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 party's cooperation is necessary to the agreed performance of the other but is not seaso

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(1) An agreement for sale which is otherwise sufficiently definite to be a contract under Subsection 70A-2-204(3) 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 70A-2-319(1)(c) and (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 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:

(3)(a) is excused for any resulting delay in his own performance; and
(3)(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.