N.Y. Uniform Commercial Code Law § 2-a-405: Excused Performance

Section 2-A-405. Excused Performance.

(1) Subject to Section 2-A-404 on substituted performance, the

following rules apply:

(a) delay in delivery or nondelivery in whole or in part by a

lessor or a supplier who complies with paragraph (b) and

subsection (2) is not a default under the lease contract if

performance as agreed has been made impracticable by the

occurrence of a contingency the nonoccurrence of which was a

basic assumption on which the lease contract was made or by

compliance in good faith with any applicable foreign or

domestic governmental regulation or order, whether or not the

regulation or order later proves to be invalid.

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

the lessor's or the supplier's capacity to perform, he or she

shall allocate production and deliveries among his or her

customers but at his or her option may include regular

customers not then under contract for sale or lease as well

as his or her own requirements for further manufacture. He or

she may so allocate in any manner that is fair and

reasonable.

(2) The lessor seasonably shall notify the lessee and in the case of a

finance lease the supplier seasonably shall notify the lessor and the

lessee, if known, that there will be delay or nondelivery and, if

allocation is required under subsection (1) (b), of the estimated quota

thus made available for the lessee.