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apply only insofar as the parties have not agreed otherwise. [ See 2 Hawkland UCC Series § 2- 509:1, Westlaw (database updated June 2021).]
2. Rules if Seller Is Authorized or Required to Ship the Goods by Carrier If the contract requires or authorizes the seller to ship the goods by carrier, the precise rules depend on whether the contract also requires the seller to deliver the goods at a particular destination. A contract in which the seller is authorized or required to ship the goods by carrier, but not required to deliver the goods at a particular destination, is oftentimes called a shipment contract. A destination contract, by contrast, is one in which the seller is authorized or required to ship the goods by carrier, and the seller must deliver the goods at a particular destination. [U.C.C. § 2-509(1) (1951); 2 Hawkland UCC Series § 2-509:3, Westlaw (database updated June 2021).] a. Risk of Loss in a Shipment Contract In a shipment contract, the risk of loss passes to the buyer when the goods are properly delivered to the carrier. This rule applies even if the seller makes the shipment under reservation. [U.C.C. § 2-509(1)(a) (1951).] Whether Goods Are Properly Delivered to a Carrier Section 2-504 controls whether goods are properly delivered to a carrier. Unless otherwise agreed, the seller must: put the goods in a carrier’s possession, make a reasonable contract for the goods’ transportation considering the goods’ nature and the surrounding circumstances ( e.g. , watering any livestock, including any necessary refrigeration or protection from the weather, sending along any needed help, and so on, though this responsibility may fall on the buyer if she is in a position to do so, and the seller promptly notifies her of the need to do so), obtain and properly deliver or tender in the proper form any document needed for the buyer to take possession of the goods or any document that the agreement or usage of trade requires, and promptly notify the buyer that the shipment has occurred.
[U.S.C. § 2-504, cmt. 3 (1951).]
Note : Unless otherwise agreed, if the seller fails to notify the buyer of the shipment or fails to make a proper shipping contract, the buyer may reject the shipment on this basis only if material loss or delay results. [U.C.C. § 2-504 (1951).]
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