§ 28-2-303

Allocation or division of risks. Where this article allocates a risk or a burden as between the parties 'unless otherwise agreed', the agreement may not only shift the allocation but may also divide the risk or burden. (Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.) Prior Codifications 1981 Ed., § 28:2-303. 1973 Ed., § 28:2-303. Uniform Commercial Code Comment Prior Uniform Statutory Provision: None. Purposes: 1. This section is intended to make it clear that the parties may modify or allocate 'unless otherwise agreed' risks or burdens imposed by this Article as they desire, always subject, of course, to the provisions on unconscionability. Compare Section 1-102(4). 2. The risk or burden may be divided by the express terms of the agreement or by the attending circumstances, since under the definition of 'agreement' in this Act the circumstances surrounding the transaction as well as the express language used by the parties enter into the meaning and substance of the agreement. Cross References: Point 1: Sections 1-102, 2-302. Point 2: Section 1-201. Definitional Cross References: 'Party'. Section 1-201. 'Agreement'. Section 1-201.