8.1A-302 - A-302. Variation by agreement. - Virginia Statutes

§ 8.1A-302. Variation by agreement.

(a) Except as otherwise provided in subsection (b) or elsewhere in theUniform Commercial Code, the effect of provisions of the Uniform CommercialCode may be varied by agreement.

(b) The obligations of good faith, diligence, reasonableness, and careprescribed by the Uniform Commercial Code may not be disclaimed by agreement.The parties, by agreement, may determine the standards by which theperformance of those obligations is to be measured if those standards are notmanifestly unreasonable. Whenever the Uniform Commercial Code requires anaction to be taken within a reasonable time, a time that is not manifestlyunreasonable may be fixed by agreement.

(c) The presence in certain provisions of the Uniform Commercial Code of thephrase "unless otherwise agreed," or words of similar import, does notimply that the effect of other provisions may not be varied by agreementunder this section.

(1964, c. 219, §§ 8.1-102, 8.1-204; 2003, c. 353.)