N.Y. Uniform Commercial Code Law § 2-305: Open Price Term

Section 2--305. Open Price Term.

(1) The parties if they so intend can conclude a contract for sale

even though the price is not settled. In such a case the price is a

reasonable price at the time for delivery if

(a) nothing is said as to price; or

(b) the price is left to be agreed by the parties and they fail

to agree; or

(c) the price is to be fixed in terms of some agreed market or

other standard as set or recorded by a third person or agency

and it is not so set or recorded.

(2) A price to be fixed by the seller or by the buyer means a price

for him to fix in good faith.

(3) When a price left to be fixed otherwise than by agreement of the

parties fails to be fixed through fault of one party the other may at

his option treat the contract as cancelled or himself fix a reasonable

price.

(4) Where, however, the parties intend not to be bound unless the

price be fixed or agreed and it is not fixed or agreed there is no

contract. In such a case the buyer must return any goods already

received or if unable so to do must pay their reasonable value at the

time of delivery and the seller must return any portion of the price

paid on account.