reglab/housing_qa huggingface dataset:
6 DE Code § 2-321. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-321. C.I.F. or C. & F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival.

§ 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.5A Del. C. 1953, §§  2-321;  55 Del. Laws, c. 349.;
6 DE Code § 2-322. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-322. Delivery “ex-ship.”

§ 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.5A Del. C. 1953, §§  2-322;  55 Del. Laws, c. 349.;
6 DE Code § 2-323. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-323. Form of bill of lading required in overseas shipment; “overseas.”

§ 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 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) 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 this Article on cure of improper delivery (subsection (1) of § 2-508); 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. 5A Del. C. 1953, §§  2-323;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  8;
6 DE Code § 2-324. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-324. “No arrival, no sale” term.

§ 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 or she must tender them on arrival but he or she assumes no obligation that the goods will arrive unless he or she has caused the non-arrival; 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 (Section 2-613).5A Del. C. 1953, §§  2-324;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-325. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-325. “Letter of credit” term; “confirmed credit.”

§ 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 or her. (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. 5A Del. C. 1953, §§  2-325;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-326. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-326. Sale on approval and sale or return; rights of creditors.

§ 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 the statute of frauds section of this Article (Section 2-201) and as contradicting the sale aspect of the contract within the provisions of this Article on parol or extrinsic evidence (Section 2-202). 5A Del. C. 1953, §§  2-326;  55 Del. Laws, c. 349;  72 Del. Laws, c. 401, §  8;
6 DE Code § 2-327. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-327. Special incidents of sale on approval and sale or return.

§ 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.5A Del. C. 1953, §§  2-327;  55 Del. Laws, c. 349.;
6 DE Code § 2-328. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-328. Sale by auction.

§ 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 or her 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 or she 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 or her 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 or her 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. 5A Del. C. 1953, §§  2-328;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-401. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 4. Title, Creditors and Good Faith Purchases|§ 2-401. Passing of title; reservation for security; limited application of this section.

§ 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 (Section 2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this subtitle. 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. (2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his or her 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 or her 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 or she 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”.5A Del. C. 1953, §§  2-401;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  9;
6 DE Code § 2-402. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 4. Title, Creditors and Good Faith Purchases|§ 2-402. Rights of seller's creditors against sold goods.

§ 2-402. Rights of seller's creditors against sold goods. (1) 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 Article (Sections 2-502 and 2-716). (2) 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 or her 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. (3) Nothing in this Article shall be deemed to impair the rights of creditors of the seller (a) under the provisions of the Article on Secured Transactions (Article 9); or (b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing 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 Article constitute the transaction a fraudulent transfer or voidable preference.5A Del. C. 1953, §§  2-402;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-403. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 4. Title, Creditors and Good Faith Purchases|§ 2-403. Power to transfer; good faith purchase of goods; “entrusting.”

§ 2-403. Power to transfer; good faith purchase of goods; “entrusting.” (1) A purchaser of goods acquires all title which his or her 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 (a) the transferor was deceived as to the identity of the purchaser, or (b) the delivery was in exchange for a check which is later dishonored, or (c) it was agreed that the transaction was to be a “cash sale”, or (d) the delivery was procured through fraud punishable as larcenous under the criminal law. (2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him or her power to transfer all rights of the entruster to a buyer in ordinary course of business. (3) “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. (4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9) and Documents of Title (Article 7). 5A Del. C. 1953, §§  2-403;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  70 Del. Laws, c. 439, §  3;
6 DE Code § 2-501. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-501. Insurable interest in goods; manner of identification of goods.

§ 2-501. Insurable interest in goods; manner of identification of goods. (1) 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 non-conforming and he or she 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 (a) when the contract is made if it is for the sale of goods already existing and identified; (b) 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; (c) 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 months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest season after contracting whichever is longer. (2) The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him or her and where the identification is by the seller alone he or she may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified. (3) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law. 5A Del. C. 1953, §§  2-501;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-502. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-502. Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.

§ 2-502. Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency. (1) 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 he or she 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:  (a) 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 (b) in all cases, the seller becomes insolvent within ten days after receipt of the first installment on their price. (2) 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. (3) If the identification creating his or her special property has been made by the buyer he or she acquires the right to recover the goods only if they conform to the contract for sale. 5A Del. C. 1953, §§  2-502;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 401, §  9;
6 DE Code § 2-503. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-503. Manner of seller's tender of delivery.

§ 2-503. Manner of seller's tender of delivery. (1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable him or her to take delivery. The manner, time and place for tender are determined by the agreement and this Article, and in particular (a) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but (b) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods. (2) Where the case is within the next section respecting shipment tender requires that the seller comply with its provisions. (3) Where the seller is required to deliver at a particular destination tender requires that he or she comply with subsection (1) and also in any appropriate case tender documents as described in subsections (4) and (5) of this section. (4) Where goods are in the possession of a bailee and are to be delivered without being moved (a) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but (b) tender to the buyer of a non-negotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Article 9 receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the non-negotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender. (5) Where the contract requires the seller to deliver documents (a) he or she must tender all such documents in correct form, except as provided in this Article with respect to bills of lading in a set (subsection (2) of Section 2-323); and (b) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes non-acceptance or rejection.5A Del. C. 1953, §§  2-503;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §§  10, 11;
6 DE Code § 2-504. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-504. Shipment by seller.

§ 2-504. Shipment by seller. Where the seller is required or authorized to send the goods to the buyer and the contract does not require him or her to deliver them at a particular destination, then unless otherwise agreed he or she must (a) put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and (b) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and (c) promptly notify the buyer of the shipment. Failure to notify the buyer under paragraph (c) or to make a proper contract under paragraph (a) is a ground for rejection only if material delay or loss ensues. 5A Del. C. 1953, §§  2-504;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;