reglab/housing_qa huggingface dataset:
TN Code § 47-2-319 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-319. o.b. and f.a.s. Terms

  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:    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 this chapter (§ 47-2-504) and bear the expense and risk of putting them into the possession of the carrier; or   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 this chapter (§ 47-2-503);   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 this chapter on the form of bill of lading (§ 47-2-323).    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:   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   obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.   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 this chapter (§ 47-2-311). He may also at his option move the goods in any reasonable manner preparatory to delivery or shipment.   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.
TN Code § 47-2-320 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-320. i.f. and C. & F. Terms

  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.   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:    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   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   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   prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and   forward and tender with commercial promptness all the documents in due form and with any endorsement necessary to perfect the buyer's rights.    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.   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.
TN Code § 47-2-321 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-321. 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.:   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.   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.   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.
TN Code § 47-2-322 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-322. Delivery “Ex-ship.”

  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.   Under such a term unless otherwise agreed:    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   the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
TN Code § 47-2-323 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-323. Form of Bill of Lading Required in Overseas Shipment — “overseas.”

  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.   Where in a case within subdivision (1) 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 (1) part of the bill of lading need be tendered. Even if the agreement expressly requires a full set:    due tender of a single part is acceptable within the provisions of this chapter on cure of improper delivery (§ 47-2-508(1)); and   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.    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.
TN Code § 47-2-324 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-324. “No Arrival, No Sale” Term

 Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed:   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   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 (§ 47-2-613).
TN Code § 47-2-325 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-325. “Letter of Credit” Term — “Confirmed credit.”

  Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.   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.   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.
TN Code § 47-2-326 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-326. Sale on Approval and Sale or Return — Consignment Sales and Rights of Creditors

  Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is:    a “sale on approval” if the goods are delivered primarily for use, and   a “sale or return” if the goods are delivered primarily for resale.    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.   Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the Statute of Frauds section of this chapter (§ 47-2-201) and as contradicting the sale aspect of the contract within the provisions of this chapter on parol or extrinsic evidence (§ 47-2-202).
TN Code § 47-2-327 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-327. Special Incidents of Sale on Approval and Sale or Return

  Under a sale on approval unless otherwise agreed:    although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and   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   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.    Under a sale or return unless otherwise agreed:   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   the return is at the buyer's risk and expense.
TN Code § 47-2-328 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 47-2-328. Sale by Auction

  In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.   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.   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.   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.
TN Code § 47-2-401 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 4 - Title, Creditors and Good Faith Purchasers|§ 47-2-401. Passing of Title — Reservation for Security — Limited Application of This Section

 Each provision of this chapter 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 chapter and matters concerning title become material the following rules apply:   Title to goods cannot pass under a contract for sale prior to their identification to the contract (§ 47-2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by Chapters 1 9 of 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 the chapter on Secured Transactions (chapter 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed to by the parties.   Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes 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:  If the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment; but   If the contract requires delivery at destination, title passes on tender there.     Unless otherwise explicitly agreed where delivery is to be made without moving the goods:  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   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.     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.”
TN Code § 47-2-402 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 4 - Title, Creditors and Good Faith Purchasers|§ 47-2-402. Rights of Seller's Creditors Against Sold Goods

  Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this chapter (§§ 47-2-502 and 47-2-716).   A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.   Nothing in this chapter shall be deemed to impair the rights of creditors of the seller:    under the provisions of the chapter on Secured Transactions (chapter 9 of this title); or   where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this chapter constitute the transaction a fraudulent transfer or voidable preference.
TN Code § 47-2-403 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 4 - Title, Creditors and Good Faith Purchasers|§ 47-2-403. Power to Transfer — Good Faith Purchase of Goods — “entrusting.”

  A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though:    the transferor was deceived as to the identity of the purchaser, or   the delivery was in exchange for a check which is later dishonored, or   it was agreed that the transaction was to be a “cash sale,” or   the delivery was procured through fraud punishable as larcenous under the criminal law.    Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.   “Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.   The rights of other purchasers of goods and of lien creditors are governed by the chapters on Secured Transactions (chapter 9 of this title) and Documents of Title (chapter 7 of this title).
TN Code § 47-2-501 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 5 - Performance|§ 47-2-501. Insurable Interest in Goods — Manner of Identification of Goods

  The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and he has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs:    when the contract is made if it is for the sale of goods already existing and identified;   if the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;   when the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve (12) months after contracting or for the sale of crops to be harvested within twelve (12) months or the next normal harvest season after contracting whichever is longer.    The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.   Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
TN Code § 47-2-502 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 5 - Performance|§ 47-2-502. Buyer's Right to Goods on Seller's Insolvency

  Subject to subsections (2) and (3) and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:    in the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or   in all cases, the seller becomes insolvent within ten (10) days after receipt of the first installment on their price.    The buyer's right to recover the goods under subsection (1)(a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.   If the identification creating the buyer's special property has been made by the buyer, the buyer acquires the right to recover the goods only if they conform to the contract for sale.