N.Y. Uniform Commercial Code Law § 2-615: Excuse by Failure of Presupposed Conditions

Section 2--615. Excuse by Failure of Presupposed Conditions.

Except so far as a seller may have assumed a greater obligation and

subject to the preceding section on substituted performance:

(a) Delay in delivery or non-delivery in whole or in part by a seller

who complies with paragraphs (b) and (c) is not a breach of his duty

under a contract for sale if performance as agreed has been made

impracticable by the occurrence of a contingency the non-occurrence of

which was a basic assumption on which the contract was made or by

compliance in good faith with any applicable foreign or domestic

governmental regulation or order whether or not it later proves to be

invalid.

(b) Where the causes mentioned in paragraph (a) affect only a part of

the seller's capacity to perform, he must allocate production and

deliveries among his customers but may at his option include regular

customers not then under contract as well as his own requirements for

further manufacture. He may so allocate in any manner which is fair and

reasonable.

(c) The seller must notify the buyer seasonably that there will be

delay or non-delivery and, when allocation is required under paragraph

(b), of the estimated quota thus made available for the buyer.