KRS 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 fr om 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 p hysical 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."