N.Y. Uniform Commercial Code Law Section 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.

Source: Section 1-302 — Variation by Agreement, https://www.­nysenate.­gov/legislation/laws/UCC/1-302 (updated Dec. 26, 2014; accessed Feb. 28, 2026).

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Verified:
Feb. 28, 2026

Last modified:
Dec. 26, 2014

§ 1-302. Variation by Agreement's source at nysenate​.gov

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