                                 CODE OF VIRGINIA

EXCUSE BY FAILURE OF PRESUPPOSED CONDITIONS (§ 59.1-506.15)

a. Unless a party has assumed a different obligation, delay in performance by a
party, or nonperformance in whole or part by a party, other than of an
obligation to make payments or to conform to contractual use terms, is not a
breach of contract if the delay or nonperformance is of a performance that has
been made impracticable by:

   1. the occurrence of a contingency the nonoccurrence of which was a basic
   assumption on which the contract was made; or

   2. compliance in good faith with any foreign or domestic statute, governmental
   rule, regulation, or order, whether or not it later proves to be invalid.

b. A party claiming excuse under subsection (a) shall seasonably notify the
other party that there will be delay or nonperformance.

c. If an excuse affects only a part of a party&#8217;s capacity to perform an
obligation for delivery of copies, the party claiming excuse shall allocate
performance among its customers in any manner that is fair and reasonable and
notify the other party of the estimated quota to be made available. In making
the allocation, the party claiming excuse may include the requirements of
regular customers not then under contract and its own requirements.

d. A party that receives notice pursuant to subsection (b) of a material or
indefinite delay in delivery of copies or of an allocation under subsection (c),
by notice in a record, may:

   1. terminate and thereby discharge any executory portion of the contract; or

   2. modify the contract by agreeing to take the available allocation in
   substitution.

e. If, after receipt of notice under subsection (b), a party does not modify the
contract within a reasonable time not exceeding thirty days, the contract lapses
with respect to any performance affected.

HISTORY: 2000, cc. 101, 996.