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Texas Business & Commerce Code - Section 2.311. Options And Cooperation Respecting Performance

Legal Research Home > Texas Lawyer > Business & Commerce Code > Texas Business & Commerce Code - Section 2.311. Options And Cooperation Respecting Performance

§ 2.311. OPTIONS AND COOPERATION RESPECTING 
PERFORMANCE.  (a) An agreement for sale which is otherwise 
sufficiently definite (Subsection (c) of Section 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.
	(b)  Unless otherwise agreed specifications relating to 
assortment of the goods are at the buyer's option and except as 
otherwise provided in Subsections (a)(3) and (c) of Section 2.319 
specifications or arrangements relating to shipment are at the 
seller's option.
	(c)  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
		(1)  is excused for any resulting delay in his own 
performance;  and        
		(2)  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.

Acts 1967, 60th Leg., p. 2343, ch. 785, § 1, eff. Sept. 1, 1967.           

Last modified: August 10, 2007