§ 34.1-2-401 — Passing of title; reservation for security; limited application of this section

(a) 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:
(i) Title to goods cannot pass under a contract for
sale prior to their identification to the contract (section
34.1-2-501), 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;
(ii) 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.
(iii) 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.
(iv) 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".