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by the terms of the document deliverable. Such indorsement may be in blank, to bearer, or to a specified person. If indorsed to a specified person it may be again negotiated by the indorsement of such person in blank, to bearer, or to another specified person, and subsequent negotiation may be made in like manner.
SEC. 30. Negotiable Documents of Title marked "Not Negotiable." If a document of title which contains an undertaking by a carrier, warehouseman, or other bailee to deliver the goods to the bearer, to a specified person or order, or to the order of a specified person, or which contains words of like import, has placed upon it the words "not negotiable," nonnegotiable," or the like, such document may nevertheless be negotiated by the holder, and is a negotiable document of title within the meaning of this act; but nothing in this act contained shall be construed as limiting or defining the effect upon the obligations of the carrier, warehouseman, or other bailee issuing a document of title, of placing thereon the words "not negotiable," "non-negotiable," or the like.
SEC. 31. Transfer of Non-Negotiable Documents. document of title which is not in such form that it can be negotiated by delivery may be transferred by the holder by delivery to a purchaser or donee. A non-negotiable receipt cannot be negotiated and the indorsement of such a receipt gives the transferee no additional right.
SEC. 32. Who may Negotiate a Document. A negotiable document of title may be negotiated (a) by the owner thereof, or (b) by any person to whom the possession or custody of the document has been entrusted by the owner, if, by the terms of the document, the bailee issuing the document undertakes to deliver the goods to the order of the person to whom the possession or custody of the document has been entrusted, or if at the time of such entrusting the document is in such form that it may be negotiated by delivery.
SEC. 33. Rights of Person to whom Document has been Negotiated. A person to whom a negotiable document of title has been duly negotiated acquires thereby (a) such title to the goods as the person negotiating the document to him had or had ability to convey to a purchaser in good faith for value, and also such title to the goods as the person to whose order the goods were to be delivered by the terms of the document had or had ability to convey to a purchaser in good faith for value, and (b) the direct obligation of the bailee issuing the document to hold possession of the goods for him according to the terms of the document as fully as if such bailee had contracted directly with him.
SEC. 34. Rights of Person to whom Document has been Transferred. A person to whom a document of title has been
transferred, but not negotiated, acquires thereby, as against the transferor, the title to the goods, subject to the terms of any agreement with the transferor. If the document is non-negotiable, such person also acquires the right to notify the bailee who issued the document of the transfer thereof, and thereby to acquire the direct obligation of such bailee to hold possession of the goods for him according to the terms of the document. Prior to the notification of such bailee by the transferor or transferee of a non-negotiable document of title, the title of the transferee to the goods and the right to acquire the obligation of such bailee may be defeated by the levy of an attachment or execution upon the goods by a creditor of the transferor, or by a notification to such bailee by the transferor or a subsequent purchaser from the transferor of a subsequent sale of the goods by the transferor.
SEC. 35. Transfer of Negotiable Document without Indorsement. Where a negotiable document of title is transferred for value by delivery, and the indorsement of the transferor is essential for negotiation, the transferee acquires a right against the transferor to compel him to indorse the document unless a contrary intention appears. The negotiation shall take effect as of the time when the indorsement is actually made.
SEC. 36. Warranties on Sale of Document. A person who for value negotiates or transfers a document of title by indorsement or delivery, including one who assigns for value a claim secured by a document of title unless a contrary intention appears, warrants (a) that the document is genuine, (b) that he has a legal right to negotiate or transfer it, (c) that he has knowledge of no fact which would impair the validity or worth of the document, and (d) that he has a right to transfer the title to the goods and that the goods are merchantable or fit for a particular purpose, whenever such warranties would have been implied if the contract of the parties had been to transfer without a document of title the goods represented thereby.
SEC. 37. Indorser not a Guarantor. The indorsement of a document of title shall not make the indorser liable for any failure on the part of the bailee who issued the document or previous indorsers thereof to fulfil their respective obligations.
SEC. 38. When Negotiation not Impaired by Fraud, Mistake, or Duress. The validity of the negotiation of a negotiable document of title is not impaired by the fact that the negotiation was a breach of duty on the part of the person making the negotiation, or by the fact that the owner of the document was induced by fraud, mistake, or duress to entrust the possession or custody thereof to such person, if the person to whom the document was negotiated, or a person to whom the document
was subsequently negotiated, paid value therefor, without notice of the breach of duty, or the fraud, mistake, or duress.
SEC. 39. Attachment or Levy upon Goods for which a Negotiable Document has been Issued. If goods are delivered to a bailee by the owner, or by a person whose act in conveying the title to them to a purchaser in good faith for value would bind the owner, and a negotiable document of title is issued for such goods, they cannot thereafter, while in the possession of such bailee, be attached by garnishment or otherwise, or be levied upon under an execution, unless the document be first surrendered to the bailee or its negotiation enjoined. The bailee shall in no case be compelled to deliver up the actual possession of the goods until the document is surrendered to him or impounded by the court.
SEC. 40. Creditors' Remedies to Reach Negotiable Documents. A creditor whose debtor is the owner of a negotiable document of title shall be entitled to such aid from courts of appropriate jurisdiction, by injunction and otherwise, in attaching such document, or in satisfying the claim by means thereof, as is allowed at law or in equity in regard to property which can not readily be attached or levied upon by ordinary legal process.
PERFORMANCE OF THE CONTRACT.
SEC. 41. Seller must Deliver and Buyer Accept Goods. It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for the same, in accordance with the terms of the contract to sell or sale.
SEC. 42. Delivery and Payment are Concurrent Conditions. Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions; that is to say, the seller must be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer must be ready and willing to pay the price in exchange for possession of the goods.
SEC. 43. Place, Time, and Manner of Delivery. Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties. Apart from any such contract, express or implied, or usage of trade to the contrary, the place of delivery is the seller's place of business, if he have such, and if not, his residence; but in case of a contract to sell or a sale of specific goods which to the knowledge of the parties when such contract.
or sale was made were in some other place, then that place is the place of delivery. Where by a contract to sell or a sale the seller is bound to send the goods to the buyer but no time for such sending is fixed, the seller is bound to send said goods within a reasonable time. Where the goods at the time of sale are in the possession of a third person, the seller has not fulfilled his obligation to deliver to the buyer unless and until such third person acknowledges to the buyer that he holds the goods on the buyer's behalf; but as against all others than the seller the buyer shall be regarded as having received delivery from the time when such third person first has notice of the sale. Nothing in this section, however, shall affect the operation of the issue or transfer of any document of title to goods. Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact. Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller.
SEC. 44. Delivery of Wrong Quantity. Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not to perform the contract in full, he must pay for said goods at the contract rate. If, however, the buyer has used or disposed of the goods delivered before he knows that the seller is not to perform his contract in full, the buyer shall not be liable for more than the fair value to him of the goods so received. Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the remainder, or he may reject the whole. If the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate. Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the remainder, or he may reject the whole. The provisions of this section are subject to any usage of trade, special agreement, or course of dealing between the parties.
SEC. 45. Delivery in Instalments. Unless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments. Where there is a contract to sell goods to be delivered by stated instalments which are to be separately paid for, and the seller makes defective deliveries in respect to one or more instalments, or the buyer neglects or refuses to take delivery of or pay for one or more instalments, it depends, in
each case, on the terms of the contract and the circumstances of the case, whether the breach of contract is so material as to justify the injured party in refusing to proceed further and suing for damages for breach of the entire contract, or whether the breach is severable, giving rise to a claim for compensation but not to a right to treat the whole contract as broken.
SEC. 46. Delivery to a Carrier on Behalf of the Buyer. Where, in pursuance of a contract to sell or a sale, the seller is authorized or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for the purpose of transmission to the buyer, is deemed to be a delivery of the goods to the buyer, except in the cases provided for in section nineteen, rule five, or unless a contrary intent appears. Unless otherwise authorized by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable, having regard to the nature of the goods and the other circumstances of the case. If the seller omit so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself, or may hold the seller responsible in damages. Unless otherwise agreed, where goods are sent by the seller to the buyer under circumstances in which the seller knows or ought to know that it is usual to insure, the seller must give such notice to the buyer as may enable him to insure them during their transit, and, if the seller fails to do so, the goods shall be deemed to be at his risk during such transit.
SEC. 47. Right to Examine the Goods. Where goods which he has not previously examined are delivered to the buyer, he is not deemed to have accepted such goods unless and until he has had a reasonable opportunity of examining the same for the purpose of ascertaining whether they are in conformity with the contract. Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, he is bound, on request, to afford the buyer a reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract. Where goods are delivered to a carrier by the seller, in accordance with an order from or agreement with the buyer, upon the terms that the goods shall not be delivered by the carrier to the buyer until he has paid the price, whether such terms are indicated by marking the goods with the words "Collect on Delivery" or otherwise, the buyer is not entitled to examine the goods before payment of the price, in the absence of agreement permitting such examination.
SEC. 48. What Constitutes Acceptance. The buyer is deemed to have accepted the goods when he intimates to the