{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.1A-302.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.1A-302.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.1A-302.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.1A-302.html"}],"law_id":84280,"edition_id":1,"section_id":84280,"structure_id":15462,"section_number":"8.1A-302","catch_line":"Variation by agreement","history":"1964, c. 219, \u00a7\u00a7 8.1-102, 8.1-204; 2003, c. 353.","full_text":"a\n\nExcept as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.b\n\nThe obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.c\n\nThe presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.","order_by":null,"text":{"0":{"id":302133,"text":"Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":302134,"text":"The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"2":{"id":302135,"text":"The presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b"}},"ancestry":[{"id":15462,"edition_id":1,"name":"Territorial Applicability and General Rules","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":13286,"metadata":{},"date_created":"2026-06-26 03:55:12","date_modified":"2026-06-26 03:55:12","permalink":{"id":281889,"object_type":"structure","relational_id":15462,"identifier":"3","token":"8.1A\/3","url":"\/8.1A\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13286,"edition_id":1,"name":"Uniform Commercial Code \u2014 General Provisions","identifier":"8.1A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:34","date_modified":"2026-06-26 03:44:34","permalink":{"id":281827,"object_type":"structure","relational_id":13286,"identifier":"8.1A","token":"8.1A","url":"\/8.1A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":58892,"structure_id":15462,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties' power to choose applicable law","url":"\/8.1A-301\/","token":"8.1A\/3\/8.1A-301","metadata":false},{"id":84280,"structure_id":15462,"section_number":"8.1A-302","catch_line":"Variation by agreement","url":"\/8.1A-302\/","token":"8.1A\/3\/8.1A-302","metadata":false},{"id":86324,"structure_id":15462,"section_number":"8.1A-303","catch_line":"Course of performance, course of dealing, and usage of trade","url":"\/8.1A-303\/","token":"8.1A\/3\/8.1A-303","metadata":false},{"id":82727,"structure_id":15462,"section_number":"8.1A-304","catch_line":"Obligation of good faith","url":"\/8.1A-304\/","token":"8.1A\/3\/8.1A-304","metadata":false},{"id":63472,"structure_id":15462,"section_number":"8.1A-305","catch_line":"Remedies to be liberally administered","url":"\/8.1A-305\/","token":"8.1A\/3\/8.1A-305","metadata":false},{"id":82716,"structure_id":15462,"section_number":"8.1A-306","catch_line":"Waiver or renunciation of claim or right after breach","url":"\/8.1A-306\/","token":"8.1A\/3\/8.1A-306","metadata":false},{"id":69431,"structure_id":15462,"section_number":"8.1A-307","catch_line":"Prima facie evidence by third-party documents","url":"\/8.1A-307\/","token":"8.1A\/3\/8.1A-307","metadata":false},{"id":59230,"structure_id":15462,"section_number":"8.1A-308","catch_line":"Performance or acceptance under reservation of rights","url":"\/8.1A-308\/","token":"8.1A\/3\/8.1A-308","metadata":false},{"id":74844,"structure_id":15462,"section_number":"8.1A-309","catch_line":"Option to accelerate at will","url":"\/8.1A-309\/","token":"8.1A\/3\/8.1A-309","metadata":false},{"id":66103,"structure_id":15462,"section_number":"8.1A-310","catch_line":"Subordinated obligations","url":"\/8.1A-310\/","token":"8.1A\/3\/8.1A-310","metadata":false}],"previous_section":{"id":58892,"structure_id":15462,"section_number":"8.1A-301","catch_line":"Territorial applicability; parties' power to choose applicable law","url":"\/8.1A-301\/","token":"8.1A\/3\/8.1A-301","metadata":false},"next_section":{"id":86324,"structure_id":15462,"section_number":"8.1A-303","catch_line":"Course of performance, course of dealing, and usage of trade","url":"\/8.1A-303\/","token":"8.1A\/3\/8.1A-303","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.1A-302\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2003, chapter 353<\/a>.<\/p>","references":[{"id":83561,"section_number":"8.2A-518","catch_line":"Cover; substitute goods","order_by":null,"url":"\/8.2A-518\/"},{"id":74347,"section_number":"8.2A-519","catch_line":"Lessee's damages for nondelivery, repudiation, default, and breach of warranty in regard to accepted goods","order_by":null,"url":"\/8.2A-519\/"},{"id":73411,"section_number":"8.2A-527","catch_line":"Lessor's rights to dispose of goods","order_by":null,"url":"\/8.2A-527\/"},{"id":69309,"section_number":"8.2A-528","catch_line":"Lessor's damages for nonacceptance or repudiation","order_by":null,"url":"\/8.2A-528\/"},{"id":78010,"section_number":"8.4A-204","catch_line":"Refund of payment and duty of customer to report with respect to unauthorized payment order","order_by":null,"url":"\/8.4A-204\/"},{"id":59884,"section_number":"8.5A-103","catch_line":"Scope","order_by":null,"url":"\/8.5A-103\/"}],"refers_to":false,"permalink":{"id":281895,"object_type":"law","relational_id":84280,"identifier":"8.1A-302","token":"8.1A\/3\/8.1A-302","url":"\/8.1A-302\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.1A-302\/","token":"8.1A\/3\/8.1A-302","dublin_core":{"Title":"Variation by agreement","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.1A-302","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> The presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVARIATION BY AGREEMENT (\u00a7 8.1A-302)\n\na. Except as otherwise provided in subsection (b) or elsewhere in the Uniform\nCommercial Code, the effect of provisions of the Uniform Commercial Code may be\nvaried by agreement.\n\nb. The obligations of good faith, diligence, reasonableness, and care prescribed\nby the Uniform Commercial Code may not be disclaimed by agreement. The parties,\nby agreement, may determine the standards by which the performance of those\nobligations is to be measured if those standards are not manifestly\nunreasonable. Whenever the Uniform Commercial Code requires an action to be\ntaken within a reasonable time, a time that is not manifestly unreasonable may\nbe fixed by agreement.\n\nc. The presence in certain provisions of the Uniform Commercial Code of the\nphrase “unless otherwise agreed,” or words of similar import, does\nnot imply that the effect of other provisions may not be varied by agreement\nunder this section.\n\nHISTORY: 1964, c. 219, \u00a7\u00a7 8.1-102, 8.1-204; 2003, c. 353.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}