§46-2-401. 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 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 tangible document of title, title passes at the time when and the place where he 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 recessing occurs by operation of law and is not a "sale".
Structure West Virginia Code
Chapter 46. Uniform Commercial Code
§46-2-102. Scope; Certain Security and Other Transactions Excluded From This Article
§46-2–103. Definitions and Index of Definitions
§46-2-104. Definitions: "merchant"; &Quot;between Merchants"; &Quot;financing Agency"
§46-2-105. Definitions: Transferability; "goods"; "future" Goods; "lot"; &Quot;commercial unit."
§46-2-107. Goods to Be Severed From Realty: Recording
§46-2-201. Formal Requirements; Statute of Frauds
§46-2–202. Final Written Expression: Parol or Extrinsic Evidence
§46-2-204. Formation in General
§46-2-206. Offer and Acceptance in Formation of Contract
§46-2-207. Additional Terms in Acceptance or Confirmation
§46-2-209. Modification, Rescission and Waiver
§46-2-210. Delegation of Performance; Assignment of Rights
§46-2-301. General Obligations of Parties
§46-2-302. Unconscionable Contract or Clause
§46-2-303. Allocation or Division of Risks
§46-2-304. Price Payable in Money, Goods, Realty, or Otherwise
§46-2-306. Output, Requirements and Exclusive Dealings
§46-2-307. Delivery in Single Lot or Several Lots
§46-2-308. Absence of Specified Place for Delivery
§46-2-309. Absence of Specific Time Provisions; Notice of Termination
§46-2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation
§46-2-311. Options and Cooperation Respecting Performance
§46-2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement
§46-2-313. Express Warranties by Affirmation, Promise, Description, Sample
§46-2-314. Implied Warranty: Merchantability; Usage of Trade
§46-2-315. Implied Warranty: Fitness for Particular Purpose
§46-2-316. Exclusion or Modification of Warranties
§46-2-317. Cumulation and Conflict of Warranties Express or Implied
§46-2-318. Third Party Beneficiaries of Warranties Express or Implied
§46-2-319. f.o.b. and f.a.s.terms
§46-2-320. c.i.f. and c.& f.terms
§46-2-322. Delivery &Quot;ex-ship."
§46-2-323. Form of Bill of Lading Required in Overseas Shipment, &Quot;overseas"
§46-2-324. &Quot;no Arrival, No Sale" Term
§46-2-325. &Quot;letter of Credit" Term; &Quot;confirmed credit."
§46-2-326. Sale on Approval and Sale or Return; Rights of Creditors
§46-2-327. Special Incidents of Sale on Approval and Sale or Return
§46-2-401. Passing of Title; Reservation for Security; Limited Application of This Section
§46-2-402. Rights of Seller's Creditors Against Sold Goods
§46-2-403. Power to Transfer; Good Faith Purchase of Goods; "entrusting."
§46-2-501. Insurable Interest in Goods; Manner of Identification of Goods
§46-2-502. Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency
§46-2-503. Manner of Seller's Tender of Delivery
§46-2-505. Seller's Shipment Under Reservation
§46-2-506. Rights of Financing Agency
§46-2-507. Effect of Seller's Tender; Delivery on Condition
§46-2-508. Cure by Seller of Improper Tender or Delivery; Replacement
§46-2-509. Risk of Loss in the Absence of Breach
§46-2-510. Effect of Breach on Risk of Loss
§46-2-511. Tender of Payment by Buyer; Payment by Check
§46-2-512. Payment by Buyer Before Inspection
§46-2-513. Buyer's Right to Inspection of Goods
§46-2-514. When Documents Deliverable on Acceptance; When on Payment
§46-2-515. Preserving Evidence of Goods in Dispute
§46-2-601. Buyer's Rights on Improper Delivery
§46-2-602. Manner and Effect of Rightful Rejection
§46-2-603. Merchant Buyer's Duties as to Rightfully Rejected Goods
§46-2-604. Buyer's Options as to Salvage of Rightfully Rejected Goods
§46-2-605. Waiver of Buyer's Objections by Failure to Particularize
§46-2-606. What Constitutes Acceptance of Goods
§46-2-608. Revocation of Acceptance in Whole or in Part
§46-2-609. Right to Adequate Assurance of Performance
§46-2-610. Anticipatory Repudiation
§46-2-611. Retraction of Anticipatory Repudiation
§46-2-612. &Quot;installment Contract"; Breach
§46-2-613. Casualty to Identified Goods
§46-2-614. Substituted Performance
§46-2-615. Excuse by Failure of Presupposed Conditions
§46-2-616. Procedure on Notice Claiming Excuse
§46-2-701. Remedies for Breach of Collateral Contracts Not Impaired
§46-2-702. Seller's Remedies on Discovery of Buyer's Insolvency
§46-2-703. Seller's Remedies in General
§46-2-705. Seller's Stoppage of Delivery in Transit or Otherwise
§46-2-706. Seller's Resale Including Contract for Resale
§46-2-707. &Quot;person in the Position of a seller."
§46-2-708. Seller's Damages for Nonacceptance or Repudiation
§46-2-709. Action for the Price
§46-2-710. Seller's Incidental Damages
§46-2-711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods
§46-2-712. "Cover"; Buyer's Procurement of Substitute Goods
§46-2-713. Buyer's Damages for Nondelivery or Repudiation
§46-2-714. Buyer's Damages for Breach in Regard to Accepted Goods
§46-2-715. Buyer's Incidental and Consequential Damages
§46-2-716. Buyer's Right to Specific Performance or Replevin
§46-2-717. Deduction of Damages From the Price
§46-2-718. Liquidation or Limitation of Damages; Deposits
§46-2-719. Contractual Modification or Limitation of Remedy
§46-2-720. Effect of "cancellation" or "rescission" on Claims for Antecedent Breach
§46-2-722. Who Can Sue Third Parties for Injury to Goods
§46-2-723. Proof of Market Price: Time and Place