§ 25-2-311. Options and cooperation respecting performance. - North Carolina Statutes

§25‑2‑311.  Options and cooperation respecting performance.

(1)        An agreement forsale which is otherwise sufficiently definite (subsection (3) of G.S. 25‑2‑204)to be a contract is not made invalid by the fact that it leaves particulars ofperformance to be specified by one of the parties. Any such specification mustbe made in good faith and within limits set by commercial reasonableness.

(2)        Unless otherwiseagreed specifications relating to assortment of the goods are at the buyer'soption and except as otherwise provided in subsections (1) (c) and (3) of G.S.25‑2‑319 specifications or arrangements relating to shipment are atthe seller's option.

(3)        Where suchspecification would materially affect the other party's performance but is notseasonably made or where one party's cooperation is necessary to the agreedperformance of the other but is not seasonably forthcoming, the other party inaddition to all other remedies

(a)        is excused for anyresulting delay in his own performance; and

(b)        may also eitherproceed to perform in any reasonable manner or  after the time for a materialpart of his own performance treat the failure to specify or to cooperate as abreach by failure to deliver or accept the goods. (1965, c. 700, s. 1.)