Sec. 42a-2-319. F.O.B. and F.A.S. terms. (1) Unless otherwise agreed the term
F.O.B., which means "free on board", at a named place, even though used only in connection with the stated price, is a delivery term under which (a) when the term is F.O.B.
the place of shipment, the seller must at that place ship the goods in the manner provided
in section 42a-2-504 and bear the expense and risk of putting them into the possession
of the carrier; or (b) when the term is F.O.B. the place of destination, the seller must at
his own expense and risk transport the goods to that place and there tender delivery of
them in the manner provided in section 42a-2-503; (c) when under either (a) or (b) the
term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his own
expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must
name the vessel and in an appropriate case the seller must comply with the provisions
of section 42a-2-323 on the form of bill of lading.
(2) Unless otherwise agreed the term F.A.S. vessel, which means "free alongside"
at a named port, even though used only in connection with the stated price, is a delivery
term under which the seller must (a) at his own expense and risk deliver the goods
alongside the vessel in the manner usual in that port or on a dock designated and provided
by the buyer; and (b) obtain and tender a receipt for the goods in exchange for which
the carrier is under a duty to issue a bill of lading.
(3) Unless otherwise agreed in any case falling within subsection (1)(a) or (c) or
subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in
an appropriate case its name and sailing date. The seller may treat the failure of needed
instructions as a failure of cooperation under section 42a-2-311. He may also at his
option move the goods in any reasonable manner preparatory to delivery or shipment.
(4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must
make payment against tender of the required documents and the seller may not tender
nor the buyer demand delivery of the goods in substitution for the documents.
(1959, P.A. 133, S. 2-319.)
Cited. 214 C. 444, 452. Cited. 238 C. 571.
Use of phrase FOB Los Angeles, meaning free on board, made this portion of agreement not only price term covering
defendant's obligation to pay freight charges between Los Angeles and Westport, but also controlling factor putting on
him risk of loss of merchandise upon delivery to the carrier. 5 Conn. Cir. Ct. 597.
Subsec. (1):
Cited. 207 C. 599, 605.
Sec. 42a-2-320. C.I.F. and C. & F. terms. (1) The term C.I.F. means that the price
includes in a lump sum the cost of the goods and the insurance and freight to the named
destination. The term C. & F. or C.F. means that the price so includes cost and freight
to the named destination.
(2) Unless otherwise agreed and even though used only in connection with the stated
price and destination, the term C.I.F. destination or its equivalent requires the seller at
his own expense and risk to (a) put the goods into the possession of a carrier at the port
for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and (b) load the goods and obtain a receipt from the carrier
(which may be contained in the bill of lading) showing that the freight has been paid or
provided for; and (c) obtain a policy or certificate of insurance, including any war risk
insurance, of a kind and on terms then current at the port of shipment in the usual amount,
in the currency of the contract, shown to cover the same goods covered by the bill of
lading and providing for payment of loss to the order of the buyer or for the account of
whom it may concern; but the seller may add to the price the amount of the premium
for any such war risk insurance; and (d) prepare an invoice of the goods and procure
any other documents required to effect shipment or to comply with the contract; and (e)
forward and tender with commercial promptness all the documents in due form and with
any endorsement necessary to perfect the buyer's rights.
(3) Unless otherwise agreed the term C. & F. or its equivalent has the same effect
and imposes upon the seller the same obligations and risks as a C.I.F. term except the
obligation as to insurance.
(4) Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make
payment against tender of the required documents and the seller may not tender nor the
buyer demand delivery of the goods in substitution for the documents.
(1959, P.A. 133, S. 2-320.)
Sec. 42a-2-321. C.I.F. or C. & F.: "Net landed weights"; "payment on arrival";
warranty of condition on arrival. Under a contract containing a term C.I.F. or C. & F.:
(1) Where the price is based on or is to be adjusted according to "net landed weights",
"delivered weights", "out turn" quantity or quality or the like, unless otherwise agreed
the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment
of the price a settlement must be made with commercial promptness.
(2) An agreement described in subsection (1) or any warranty of quality or condition
of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage
and the like in transportation but has no effect on the place or time of identification to
the contract for sale or delivery or on the passing of the risk of loss.
(3) Unless otherwise agreed where the contract provides for payment on or after
arrival of the goods the seller must before payment allow such preliminary inspection
as is feasible; but if the goods are lost delivery of the documents and payment are due
when the goods should have arrived.
(1959, P.A. 133, S. 2-321.)
Sec. 42a-2-322. Delivery "ex-ship". (1) Unless otherwise agreed a term for delivery of goods "ex-ship", which means from the carrying vessel, or in equivalent language
is not restricted to a particular ship and requires delivery from a ship which has reached
a place at the named port of destination where goods of the kind are usually discharged.
(2) Under such a term unless otherwise agreed (a) the seller must discharge all liens
arising out of the carriage and furnish the buyer with a direction which puts the carrier
under a duty to deliver the goods; and (b) the risk of loss does not pass to the buyer until
the goods leave the ship's tackle or are otherwise properly unloaded.
(1959, P.A. 133, S. 2-322.)
Sec. 42a-2-323. Form of bill of lading required in overseas shipment; "overseas". (1) Where the contract contemplates overseas shipment and contains a term C.I.F.
or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable
bill of lading stating that the goods have been loaded on board or, in the case of a term
C.I.F. or C. & F., received for shipment.
(2) Where in a case within subsection (1) of this section a tangible bill of lading
has been issued in a set of parts, unless otherwise agreed if the documents are not to be
sent from abroad the buyer may demand tender of the full set; otherwise only one part
of the bill of lading need be tendered. Even if the agreement expressly requires a full
set (a) due tender of a single part is acceptable within the provisions of subsection (1)
of section 42a-2-508 on cure of improper delivery; and (b) even though the full set is
demanded, if the documents are sent from abroad the person tendering an incomplete
set may nevertheless require payment upon furnishing an indemnity which the buyer
in good faith deems adequate.
(3) A shipment by water or by air or a contract contemplating such shipment is
"overseas" insofar as by usage of trade or agreement it is subject to the commercial,
financing or shipping practices characteristic of international deep water commerce.
(1959, P.A. 133, S. 2-323; P.A. 04-64, S. 47.)
History: P.A. 04-64 amended Subsec. (2) by making a technical change and adding reference to "tangible" bill of lading
to conform to revisions made to article 7 by the same act.
Sec. 42a-2-324. "No arrival, no sale" term. Under a term "no arrival, no sale"
or terms of like meaning, unless otherwise agreed, (a) the seller must properly ship
conforming goods and if they arrive by any means he must tender them on arrival but
he assumes no obligation that the goods will arrive unless he has caused the nonarrival;
and (b) where without fault of the seller the goods are in part lost or have so deteriorated
as no longer to conform to the contract or arrive after the contract time, the buyer may
proceed as if there had been casualty to identified goods, as provided by section 42a-2-613.
(1959, P.A. 133, S. 2-324.)
Sec. 42a-2-325. "Letter of credit" term; "confirmed credit". (1) Failure of the
buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit suspends the buyer's obligation
to pay. If the letter of credit is dishonored, the seller may on seasonable notification to
the buyer require payment directly from him.
(3) Unless otherwise agreed the term "letter of credit" or "banker's credit" in a
contract for sale means an irrevocable credit issued by a financing agency of good repute
and, where the shipment is overseas, of good international repute. The term "confirmed
credit" means that the credit must also carry the direct obligation of such an agency
which does business in the seller's financial market.
(1959, P.A. 133, S. 2-325.)
Sec. 42a-2-326. Sale on approval and sale or return; rights of creditors. (1)
Unless otherwise agreed, if delivered goods may be returned by the buyer even though
they conform to the contract, the transaction is (a) a "sale on approval" if the goods are
delivered primarily for use, and (b) a "sale or return" if the goods are delivered primarily
for resale.
(2) Goods held on approval are not subject to the claims of the buyer's creditors
until acceptance; goods held on sale or return are subject to such claims while in the
buyer's possession.
(3) Any "or return" term of a contract for sale is to be treated as a separate contract
for sale within section 42a-2-201 and as contradicting the sale aspect of the contract
within the provisions of section 42a-2-202.
(1959, P.A. 133, S. 2-326; P.A. 01-132, S. 140.)
History: P.A. 01-132 amended Subsec. (2) to delete "Except as otherwise provided in subsection (3)", deleted former
Subsec. (3) re claims of creditors when goods are delivered to another person for sale on consignment and renumbered
existing Subsec. (4) as Subsec. (3).
Cited. 183 C. 266, 274.
Cited. 34 CS 599, 601.
Sec. 42a-2-327. Special incidents of sale on approval and sale or return. (1)
Under a sale on approval unless otherwise agreed (a) although the goods are identified
to the contract the risk of loss and the title do not pass to the buyer until acceptance;
and (b) use of the goods consistent with the purpose of trial is not acceptance but failure
seasonably to notify the seller of election to return the goods is acceptance, and if the
goods conform to the contract acceptance of any part is acceptance of the whole; and
(c) after due notification of election to return, the return is at the seller's risk and expense
but a merchant buyer must follow any reasonable instructions.
(2) Under a sale or return unless otherwise agreed (a) the option to return extends
to the whole or any commercial unit of the goods while in substantially their original
condition, but must be exercised seasonably; and (b) the return is at the buyer's risk and
expense.
(1959, P.A. 133, S. 2-327.)
Cited. 183 C. 266, 274.
Cited. 34 CS 599, 601.
Sec. 42a-2-328. Sale by auction. (1) In a sale by auction if goods are put up in lots
each lot is the subject of a separate sale.
(2) A sale by auction is complete when the auctioneer so announces by the fall of
the hammer or in other customary manner. Where a bid is made while the hammer is
falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding
or declare the goods sold under the bid on which the hammer was falling.
(3) Such a sale is with reserve unless the goods are in explicit terms put up without
reserve. In an auction with reserve the auctioneer may withdraw the goods at any time
until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless
no bid is made within a reasonable time. In either case a bidder may retract his bid until
the auctioneer's announcement of completion of the sale, but a bidder's retraction does
not revive any previous bid.
(4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller
makes or procures such a bid, and notice has not been given that liberty for such bidding
is reserved, the buyer may at his option avoid the sale or take the goods at the price of
the last good faith bid prior to the completion of the sale. This subsection shall not apply
to any bid at a forced sale.
(1959, P.A. 133, S. 2-328.)
PART 4*
TITLE, CREDITORS AND GOOD FAITH PURCHASERS
*Annotations to former statutes (1958 Rev., S. 42-17): Reaffirms common law rule of Connecticut. 94 C. 450. Applied
to sale of "about 2,000 bushels of number one potatoes" out of a mass of 3,000 bushels of all grades. Id. Meaning of
"ascertained". Id.
1958 Rev., S. 42-18: Cited. 92 C. 191; 116 C. 494. Delivery to carrier as delivery to buyer. 94 C. 87. F.O.B. evidence
that title passed from vendor upon delivery to carrier. 145 C. 161.
1958 Rev., S. 42-19: Rule 1. Postponement or nonpayment of price does not prevent title passing. 74 C. 541; 86 C.
372; 92 C. 423. But provision for shipping goods in future "as directed" will. 88 C. 130. So provision for delivery on vessel
to be sent by vendee. 69 C. 551. Rule 2. Presumption of deliverable state when offered to carrier for shipment. 92 C. 424.
Rule 3. Delivery of goods on part payment of price, with option to return, held to pass title. 74 C. 675. Delivery of goods
on condition that they prove satisfactory and no notice of rejection is given within certain time does not pass title. 75 C.
467. Sale of "suitable" goods held not to give vendee sole right to determine whether goods conform to contract. 82 C.
220. A guarantee of successful operation of article does not prevent title passing. 66 C. 67. Sale on satisfaction. 91 C. 71.
"This machine to be taken for a thirty day trial" does not require notice of rejection within the thirty days. 111 C. 562.
Rule 4. Sale of oats for future delivery requires separation. 88 C. 130. Delivery to carrier as delivery to vendee. 85 C. 146;
86 C. 494; 88 C. 25; 92 C. 424. Diversion of cars en route as appropriation. 106 C. 376. Wrongful return of goods by buyer
does not revest title in seller. 97 C. 671. Cited. 129 C. 657. Rule 5. In sale by carload lot, delivery at place agreed upon,
on a track ready for unloading, is sufficient delivery. 93 C. 218. Delivery of goods to government with payment postponed
and with option to return, held to pass title. 145 C. 161. Unless it appears that parties intended otherwise, title to goods
and right to possession pass at F.O.B. point. 147 C. 76.
1958 Rev., S. 42-20: Distinguishes between reservation of title in seller for all purposes and reservation solely to secure
payment. 92 C. 424.
Sec. 42a-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 as provided by section 42a-2-501 and unless otherwise explicitly agreed
the buyer acquires by their identification a special property as limited by this title. 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 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 revesting occurs by operation of law and is not a "sale".
(1959, P.A. 133, S. 2-401; P.A. 04-64, S. 48.)
History: P.A. 04-64 amended Subdiv. (3) by adding reference to "tangible" document of title, adding provision re
electronic document of title and making a technical change to conform to revisions made to article 7 by the same act.
One who delivers goods cannot retain title. 161 C. 242. Cited. 166 C. 280, 288. Cited. 198 C. 624, 629, 630, 632-635.
Cited. 25 CS 111.
Subdiv. (1):
Cited. 198 C. 624, 632, 633. Cited. 216 C. 17, 23.
Subdiv. (2):
Delivery completes performance even without certificate of title where one is required. 161 C. 388. Cited. 163 C. 62.
(a) cited. 198 C. 624, 632. (b) cited. Id. Cited Id., 624, 632, 633.
Subdiv. (3):
Cited. 198 C. 624, 632, 633.