                                 CODE OF VIRGINIA

WAIVER OF REMEDY FOR BREACH OF CONTRACT (§ 59.1-507.2)

a. A claim or right arising out of a breach of contract may be discharged in
whole or part without consideration by a waiver in a record to which the party
making the waiver agrees after breach, such as by manifesting assent, or which
the party making the waiver authenticates and delivers to the other party.

b. A party that accepts a performance with knowledge that the performance
constitutes a breach of contract and, within a reasonable time after acceptance,
does not notify the other party of the breach waives all remedies for the
breach, unless acceptance was made on the reasonable assumption that the breach
would be cured and it has not been seasonably cured. However, a party that
seasonably notifies the other party of a reservation of rights does not waive
the rights reserved.

c. A party that refuses a performance and fails to identify a particular defect
that is ascertainable by reasonable inspection waives the right to rely on that
defect to justify refusal only if:

   1. the other party could have cured the defect if it were identified
   seasonably; or

   2. between merchants, the other party after refusal made a request in a record
   for a full and final statement of all defects on which the refusing party
   relied.

d. Waiver of a remedy for breach of contract in one performance does not waive
any remedy for the same or a similar breach in future performances unless the
party making the waiver expressly so states.

e. A waiver may not be retracted as to the performance to which the waiver
applies.

f. Except for a waiver in accordance with subsection (a) or a waiver supported
by consideration, a waiver affecting an executory portion of a contract may be
retracted by seasonable notice received by the other party that strict
performance will be required in the future, unless the retraction would be
unjust in view of a material change of position in reliance on the waiver by
that party.

HISTORY: 2000, cc. 101, 996.