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The Vermont Statutes Online



Title

09A

:
Uniform Commercial Code






Chapter

002

:
Sales











 

§

2-401. Passing of title; reservation for security; limited application of this

section

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 (§ 2-501), and unless otherwise explicitly agreed the buyer

acquires by their identification a special property as limited by this title.

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 or her 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 tangible document of title, title passes at the time

when and the place where he or she delivers such documents and if the seller is

to deliver an electronic document of title, title passes when the seller

delivers the document; or

(b) if the goods

are at the time of contracting already identified and no documents of title 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."  (Amended 2015, No. 51,

§ B.5, eff. June 3, 2015.)