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§12A-2-401.
§12A-2-401.
Each provision of this article with regard to the rights, obligations
and remedies of the seller, the buyer, purchasers or other third
parties applies irrespective of title to the goods except where the
provision refers to such title. Insofar as situations are not covered
by the other provisions of this article and matters concerning title
become material the following rules apply:
(1) Title to goods cannot pass under a contract for sale prior to
their identification to the contract (Section 2-501), and unless
otherwise explicitly agreed the buyer acquires by their identification
a special property as limited by this act. Any retention or
reservation by the seller of the title (property) in goods shipped or
delivered to the buyer is limited in effect to a reservation of a
security interest. Subject to these provisions and to the provisions
of the article on Secured Transactions (Article 9), title to goods
passes from the seller to the buyer in any manner and on any
conditions explicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at
the time and place at which the seller completes his performance with
reference to the physical delivery of the goods, despite any
reservation of a security interest and even though a document of title
is to be delivered at a different time or place; and in particular and
despite any reservation of a security interest by the bill of lading
(a) if the contract requires or authorizes the seller to send the
goods to the buyer but does not require him to deliver them at
destination, title passes to the buyer at the time and place of
shipment; but
(b) if the contract requires delivery at destination, title passes on
tender there.
(3) Unless otherwise explicitly agreed where delivery is to be made
without moving the goods,
(a) if the seller is to deliver a document of title, title passes at
the time when and the place where he delivers such documents; or
(b) if the goods are at the time of contracting already identified and
no documents are to be delivered, title passes at the time and place
of contracting.
(4) A rejection or other refusal by the buyer to receive or retain the
goods, whether or not justified, or a justified revocation of
acceptance revests title to the goods in the seller. Such revesting
occurs by operation of law and is not a "sale".
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