KRS 355.2-311: Options and cooperation respecting performance.

(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of

KRS 355.2 -204) 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 mu st 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's option and except as otherwise provided in subsections (1)(c) and (3) of

KRS 355. 2-319 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 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 ti me

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.