2006 New York Code - Passing Of Title; Reservation For Security; Limited Application Of This Section.

 
  Section  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  (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".