§ 2-319. F.O.B. and F.A.S. Terms.
(1) 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
(a) 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 Article (Section 2-504 ) and bear the expense and risk of putting them
into the possession of the carrier; or
(b) 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
Article (Section 2-503 );
(c) 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 Article on the form of bill of lading (Section 2-323 ).
(2) 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
(a) 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
(b) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to
issue a bill of lading.
(3) 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
Article (Section 2-311 ). He may also at his option move the goods in any reasonable manner
preparatory to delivery or shipment.
(4) 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.
§ 2-320. C.I.F. and C. & F. Terms.
(1) 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.
(2) 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
(a) 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
(b) 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
(c) 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
(d) prepare an invoice of the goods and procure any other documents required to effect shipment or
to comply with the contract ; and
(e) forward and tender with commercial promptness all the documents in due form and with any
indorsement necessary to perfect the buyer"s rights.
(3) 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.
(4) 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.
§ 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.
§ 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.
§ 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 a negotiable bill of lading stating that
the goods have been loaded in 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 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 Section 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.
§ 2-324. "No Arrival, No sale" Term.
Under a term, "no sale no arrival" or terms of like meaning, unless otherwise agreed,
(a) 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
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 ).