                                 CODE OF VIRGINIA

OPTIONS AND COOPERATION RESPECTING PERFORMANCE (§ 8.2-311)

1. An agreement for sale which is otherwise sufficiently definite (subsection
(3) of &#xA7; 8.2-204) 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.

2. Unless otherwise agreed specifications relating to assortment of the goods
are at the buyer&#8217;s option and except as otherwise provided in subsections
(1) (c) and (3) of &#xA7; 8.2-319 specifications or arrangements relating to
shipment are at the seller&#8217;s option.

3. Where such specification would materially affect the other party&#8217;s
performance but is not seasonably made or where one party&#8217;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

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

   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.

HISTORY: 1964, c. 219.