New Jersey Statutes Title 12A. Commercial Transactions 12A § 1-301

a. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of that other state or nation shall govern their rights and duties.

b. In the absence of an agreement effective under subsection a. of this section, and except as provided in subsection c. of this section, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this State.

c. If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: