N.Y. Uniform Commercial Code Law § 1-302: Variation by Agreement

Section 1--302. Variation by Agreement.

(a) Except as otherwise provided in subsection (b) or elsewhere in

this act, the effect of provisions of this act may be varied by

agreement.

(b) The obligations of good faith, diligence, reasonableness, and care

prescribed by this act may not be disclaimed by agreement. The parties,

by agreement, may determine the standards by which the performance of

those obligations is to be measured if those standards are not

manifestly unreasonable. Whenever this act requires an action to be

taken within a reasonable time, a time that is not manifestly

unreasonable may be fixed by agreement.

(c) The presence in certain provisions of this act of the phrase

"unless otherwise agreed", or words of similar import, does not imply

that the effect of other provisions may not be varied by agreement under

this section.