§ 26-1-2-401 — Passing of title; reservation of security; limited application of this section

Each provision of IC 26-1-2 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 IC 26-1-2 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 (IC 26-1-2-501), and unless
otherwise explicitly agreed, the buyer acquires by their
identification a special property as limited by IC 26-1. 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 IC 26-1-9.1 on secured transactions, 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 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 revesting
occurs by operation of law and is not a "sale".
Formerly: Acts 1963, c.317, s.2-401. As amended by
P.L.152-1986, SEC.141; P.L.57-2000, SEC.18; P.L.143-2007,
SEC.12.