Indiana Code
Chapter 2. Sales
26-1-2-311. Options and Cooperation Respecting Performance

Sec. 311. (1) An agreement for sale which is otherwise sufficiently definite (IC 26-1-2-204(3)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one (1) 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 goods are at the buyer's option, and except as otherwise provided in IC 26-1-2-319(1)(c) and IC 26-1-2-319(3), specifications or arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's performance but is not seasonably made, or where one (1) party'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.
Formerly: Acts 1963, c.317, s.2-311. As amended by P.L.152-1986, SEC.134.

Structure Indiana Code

Indiana Code

Title 26. Commercial Law

Article 1. Uniform Commercial Code

Chapter 2. Sales

26-1-2-101. Short Title

26-1-2-102. Scope; Certain Security and Other Transactions Excluded From This Chapter

26-1-2-103. Definitions and Index of Definitions

26-1-2-104. "Merchant"; "Between Merchants"; "Financing Agency"

26-1-2-105. Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit"

26-1-2-106. "Contract"; "Agreement"; "Contract for Sale"; "Sale"; "Present Sale"; "Conforming" to Contract; "Termination"; "Cancellation"

26-1-2-107. Goods to Be Severed From Realty; Recording

26-1-2-201. Formal Requirements; Statute of Frauds

26-1-2-202. Final Written Expression; Parol or Extrinsic Evidence

26-1-2-203. Seals Inoperative

26-1-2-204. Formation in General

26-1-2-205. Firm Offers

26-1-2-206. Offer and Acceptance in Formation of Contract

26-1-2-207. Additional Terms in Acceptance or Confirmation

26-1-2-208. Repealed

26-1-2-209. Modification, Rescission, and Waiver

26-1-2-210. Delegation of Performance; Assignment of Rights

26-1-2-301. General Obligations of Parties

26-1-2-302. Unconscionable Contract or Clause

26-1-2-303. Allocation or Division of Risks

26-1-2-304. Price Payable in Money, Goods, Realty, or Otherwise

26-1-2-305. Open Price Term

26-1-2-306. Output, Requirements, and Exclusive Dealings

26-1-2-307. Delivery in Single Lot or Several Lots

26-1-2-308. Absence of Specified Place for Delivery

26-1-2-309. Absence of Specific Time Provisions; Notice of Termination

26-1-2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation

26-1-2-311. Options and Cooperation Respecting Performance

26-1-2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

26-1-2-313. Express Warranties by Affirmation, Promise, Description, and Sample

26-1-2-314. Implied Warranty; Merchantability; Usage of Trade

26-1-2-315. Implied Warranty; Fitness for Particular Purpose

26-1-2-316. Exclusion or Modification of Warranties

26-1-2-317. Cumulation and Conflict of Warranties Express or Implied

26-1-2-318. Third Party Beneficiaries of Warranties Express or Implied

26-1-2-319. f.o.b. and f.a.s. Terms

26-1-2-320. c.i.f. and c.&f. Terms

26-1-2-321. c.i.f. or c.&f.; "Net Landed Weights"; Payment on Arrival; Warranty of Condition on Arrival

26-1-2-322. Delivery "Ex-Ship"

26-1-2-323. Form of Bill of Lading Required in Overseas Shipment; "Overseas"

26-1-2-324. "No Arrival, No Sale"

26-1-2-325. "Letter of Credit"; "Confirmed Credit"

26-1-2-326. Sale on Approval and Sale or Return

26-1-2-327. Special Incidents of Sale on Approval and Sale or Return

26-1-2-328. Sale by Auction

26-1-2-401. Passing of Title; Reservation of Security; Limited Application of This Section

26-1-2-402. Rights of Seller's Creditors Against Sold Goods

26-1-2-403. Power to Transfer; Good Faith Purchase of Goods; "Entrusting"

26-1-2-501. Insurable Interest in Goods; Manner of Identification of Goods

26-1-2-502. Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency

26-1-2-503. Manner of Seller's Tender of Delivery

26-1-2-504. Shipment by Seller

26-1-2-505. Seller's Shipment Under Reservation

26-1-2-506. Rights of Financing Agency

26-1-2-507. Effect of Seller's Tender; Delivery on Condition

26-1-2-508. Cure by Seller of Improper Tender or Delivery; Replacement

26-1-2-509. Risk of Loss in the Absence of Breach

26-1-2-510. Effect of Breach on Risk of Loss

26-1-2-511. Tender of Payment by Buyer; Payment by Check

26-1-2-512. Payment by Buyer Before Inspection

26-1-2-513. Buyer's Right of Inspection of Goods

26-1-2-514. When Documents Deliverable on Acceptance; When on Payment

26-1-2-515. Preserving Evidence of Goods in Dispute

26-1-2-601. Buyer's Rights on Improper Delivery

26-1-2-602. Manner and Effect of Rightful Rejection

26-1-2-603. Merchant Buyer's Duties as to Rightfully Rejected Goods

26-1-2-604. Buyer's Options as to Salvage of Rightfully Rejected Goods

26-1-2-605. Waiver of Buyer's Objections by Failure to Particularize

26-1-2-606. What Constitutes Acceptance of Goods

26-1-2-607. Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over

26-1-2-608. Revocation of Acceptance in Whole or in Part

26-1-2-609. Right to Adequate Assurance of Performance

26-1-2-610. Anticipatory Repudiation

26-1-2-611. Retraction of Anticipatory Repudiation

26-1-2-612. "Instalment Contract"; Breach

26-1-2-613. Casualty to Identified Goods

26-1-2-614. Substituted Performance

26-1-2-615. Excuse by Failure of Presupposed Conditions

26-1-2-616. Procedure on Notice Claiming Excuse

26-1-2-701. Remedies for Breach of Collateral Contracts Not Impaired

26-1-2-702. Seller's Remedies on Discovery of Buyer's Insolvency

26-1-2-703. Seller's Remedies in General

26-1-2-704. Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods

26-1-2-705. Seller's Stoppage of Delivery in Transit or Otherwise

26-1-2-706. Seller's Resale, Including Contract for Resale

26-1-2-707. "Person in the Position of a Seller"

26-1-2-708. Seller's Damages for Nonacceptance or Repudiation

26-1-2-709. Action for the Price

26-1-2-710. Seller's Incidental Damages

26-1-2-711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods

26-1-2-712. "Cover"; Buyer's Procurement of Substitute Goods

26-1-2-713. Buyer's Damages for Nondelivery or Repudiation

26-1-2-714. Buyer's Damages for Breach in Regard to Accepted Goods

26-1-2-715. Buyer's Incidental and Consequential Damages

26-1-2-716. Buyer's Right to Specific Performance or Replevin

26-1-2-717. Deduction of Damages From the Price

26-1-2-718. Liquidation or Limitation of Damages; Deposits

26-1-2-719. Contractual Modification or Limitation of Remedy

26-1-2-720. Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach

26-1-2-721. Remedies for Fraud

26-1-2-722. Who Can Sue Third Parties for Injury to Goods

26-1-2-723. Proof of Market Price; Time and Place

26-1-2-724. Admissibility of Market Quotations

26-1-2-725. Statute of Limitations in Contracts for Sale