355.2-401 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 (KRS 355.2-501), and unless otherwise explicitly agreed the buyer acquires
by their identification a special property as limited by this chapter. 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."
Effective: July 1, 1960
History: Created 1958 Ky. Acts ch. 77, sec. 2-401, effective July 1, 1960.
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