                                 CODE OF VIRGINIA

PASSING OF TITLE; RESERVATION FOR SECURITY; LIMITED APPLICATION OF THIS SECTION
(§ 8.2-401)

Each provision of this title 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 title 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 (&#xA7; 8.2-501), 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
title on secured transactions (Title 8.9A), 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 other 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 &#8220;sale.&#8221;

HISTORY: 1964, c. 219; 2004, c. 200.