1. An agreement for sale which is otherwise sufficiently definite (subsection 3 of section 41-02-11) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness. 2. Unless otherwise agreed, specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in subdivision c of subsection 1 and subsection 3 of section 41-02-36 specifications or arrangements relating to shipment are at the seller's option. 3. If such specification would materially affect the other party's performance but is not seasonably made or if one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies: a. Is excused for any resulting delay in that party's own performance; and b. May also either proceed to perform in any reasonable manner or after the time for a material part of that party's own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
41-02-29. (2-312) Warranty of title and against infringement - Buyer's obligation against infringement. 1. Subject to subsection 2, there is in a contract for sale a warranty by the seller that: a. The title conveyed shall be good, and its transfer rightful; and b. The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge. 2. A warranty under subsection 1 will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in the person selling or that the person selling is purporting to sell only such right or title as the person selling or a third person may have. 3. Unless otherwise agreed, a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.