AB481-ASA1, s. 4 13Section 4. 402.103 (3) (dm) of the statutes is created to read:
AB481-ASA1,3,1414 402.103 (3) (dm) "Control" — s. 407.106.
AB481-ASA1, s. 5 15Section 5. 402.104 (2) of the statutes is amended to read:
AB481-ASA1,3,2416 402.104 (2) "Financing agency" means a bank, finance company or other person
17who in the ordinary course of business makes advances against goods or documents
18of title or who by arrangement with either the seller or the buyer intervenes in
19ordinary course to make or collect payment due or claimed under the contract for
20sale, as by purchasing or paying the seller's draft or making advances against it or
21by merely taking it for collection whether or not documents of title accompany or are
22associated with
the draft. "Financing agency" includes also a bank or other person
23who similarly intervenes between persons who are in the position of seller and buyer
24in respect to the goods (s. 402.707).
AB481-ASA1, s. 6 25Section 6. 402.310 (3) of the statutes is amended to read:
AB481-ASA1,4,6
1402.310 (3) If delivery is authorized and made by way of documents of title
2otherwise than by sub. (2) then payment is due regardless of where the goods are to
3be received
at the time and place at which the buyer is to receive the documents
4regardless of where the goods are to be received; or at the time the buyer is to receive
5delivery of the electronic documents and at the seller's place of business or, if none,
6the seller's residence
; and
AB481-ASA1, s. 7 7Section 7. 402.323 (2) (intro.) of the statutes is amended to read:
AB481-ASA1,4,128 402.323 (2) (intro.) Where in a case within sub. (1) a tangible bill of lading has
9been issued in a set of parts, unless otherwise agreed if the documents are not to be
10sent from abroad the buyer may demand tender of the full set; otherwise only one
11part of the bill of lading need be tendered. Even if the agreement expressly requires
12a full set:
AB481-ASA1, s. 8 13Section 8. 402.401 (3) (a) of the statutes is amended to read:
AB481-ASA1,4,1714 402.401 (3) (a) If the seller is to deliver a tangible document of title, title passes
15at the time when and the place where the seller delivers such documents and, if the
16seller is to deliver an electronic document of title, title passes when the seller delivers
17the document
; or
AB481-ASA1, s. 9 18Section 9. 402.401 (3) (b) of the statutes is amended to read:
AB481-ASA1,4,2119 402.401 (3) (b) If the goods are at the time of contracting already identified and
20no documents of title are to be delivered, title passes at the time and place of
21contracting.
AB481-ASA1, s. 10 22Section 10. 402.503 (4) (b) of the statutes is amended to read:
AB481-ASA1,5,623 402.503 (4) (b) Tender to the buyer of a nonnegotiable document of title or of
24a written direction to record directing the bailee to deliver is sufficient tender unless
25the buyer seasonably objects, and except as otherwise provided in ch. 409 receipt by

1the bailee of notification of the buyer's rights fixes those rights as against the bailee
2and all 3rd persons; but risk of loss of the goods and of any failure by the bailee to
3honor the nonnegotiable document of title or to obey the direction remains on the
4seller until the buyer has had a reasonable time to present the document or direction,
5and a refusal by the bailee to honor the document or to obey the direction defeats the
6tender.
AB481-ASA1, s. 11 7Section 11. 402.503 (5) (b) of the statutes is amended to read:
AB481-ASA1,5,108 402.503 (5) (b) Tender through customary banking channels is sufficient and
9dishonor of a draft accompanying or associated with the documents constitutes
10nonacceptance or rejection.
AB481-ASA1, s. 12 11Section 12. 402.505 (1) (b) of the statutes is amended to read:
AB481-ASA1,5,1612 402.505 (1) (b) A nonnegotiable bill of lading to the seller or the seller's nominee
13reserves possession of the goods as security but except in a case of conditional
14delivery (s. 402.507 (2)) a nonnegotiable bill of lading naming the buyer as consignee
15reserves no security interest even though the seller retains possession or control of
16the bill of lading.
AB481-ASA1, s. 13 17Section 13. 402.505 (2) of the statutes is amended to read:
AB481-ASA1,5,2218 402.505 (2) When shipment by the seller with reservation of a security interest
19is in violation of the contract for sale it constitutes an improper contract for
20transportation within s. 402.504 but impairs neither the rights given to the buyer by
21shipment and identification of the goods to the contract nor the seller's powers as a
22holder of a negotiable document of title.
AB481-ASA1, s. 14 23Section 14. 402.506 (2) of the statutes is amended to read:
AB481-ASA1,6,224 402.506 (2) The right to reimbursement of a financing agency which has in good
25faith honored or purchased the draft under commitment to or authority from the

1buyer is not impaired by subsequent discovery of defects with reference to any
2relevant document which was apparently regular on its face.
AB481-ASA1, s. 15 3Section 15. 402.509 (2) (a) of the statutes is amended to read:
AB481-ASA1,6,54 402.509 (2) (a) On the buyer's receipt of possession or control of a negotiable
5document of title covering the goods; or
AB481-ASA1, s. 16 6Section 16. 402.509 (2) (c) of the statutes is amended to read:
AB481-ASA1,6,97 402.509 (2) (c) After the buyer's receipt of possession or control of a
8nonnegotiable document of title or other written direction to deliver in a record, as
9provided in s. 402.503 (4) (b).
AB481-ASA1, s. 17 10Section 17. 402.605 (2) of the statutes is amended to read:
AB481-ASA1,6,1311 402.605 (2) Payment against documents made without reservation of rights
12precludes recovery of the payment for defects apparent on the face of in the
13documents.
AB481-ASA1, s. 18 14Section 18. 402.705 (2) (c) of the statutes is amended to read:
AB481-ASA1,6,1615 402.705 (2) (c) Such acknowledgment to the buyer by a carrier by reshipment
16or as a warehouse keeper; or
AB481-ASA1, s. 19 17Section 19. 402.705 (3) (c) of the statutes is amended to read:
AB481-ASA1,6,2018 402.705 (3) (c) If a negotiable document of title has been issued for goods the
19bailee is not obliged to obey a notification to stop until surrender of possession or
20control
of the document.
AB481-ASA1, s. 20 21Section 20. 404.104 (3) (fc) of the statutes is created to read:
AB481-ASA1,6,2222 404.104 (3) (fc) "Control" — s. 407.106.
AB481-ASA1, s. 21 23Section 21. 404.210 (3) (intro.) of the statutes is amended to read:
AB481-ASA1,7,424 404.210 (3) (intro.) Receipt by a collecting bank of a final settlement for an item
25is a realization on its security interest in the item, accompanying documents and

1proceeds. So long as the bank does not receive final settlement for the item or give
2up possession of the item or possession or control of the accompanying documents for
3purposes other than collection, the security interest continues to that extent and is
4subject to ch. 409, but all of the following apply:
AB481-ASA1, s. 22 5Section 22. Chapter 407 of the statutes is repealed and recreated to read:
AB481-ASA1,7,66 CHAPTER 407
AB481-ASA1,7,77 Uniform commercial code
AB481-ASA1,7,8 8— documents of title
AB481-ASA1,7,99 Subchapter I
AB481-ASA1,7,1010 General
AB481-ASA1,7,12 11407.101 Short title. (1) This chapter may be cited as uniform commercial code
12— documents of title.
AB481-ASA1,7,14 13407.102 Definitions and index of definitions. (1) In this chapter, unless
14the context otherwise requires:
AB481-ASA1,7,1615 (a) "Bailee" means a person that by a warehouse receipt, bill of lading, or other
16document of title acknowledges possession of goods and contracts to deliver them.
AB481-ASA1,7,1717 (b) "Carrier" means a person that issues a bill of lading.
AB481-ASA1,7,1918 (c) "Consignee" means a person named in a bill of lading to which or to whose
19order the bill promises delivery.
AB481-ASA1,7,2120 (d) "Consignor" means a person named in a bill of lading as the person from
21which the goods have been received for shipment.
AB481-ASA1,7,2422 (e) "Delivery order" means a record that contains an order to deliver goods
23directed to a warehouse, carrier, or other person that in the ordinary course of
24business issues warehouse receipts or bills of lading.
AB481-ASA1,8,2
1(f) "Good faith" means honesty in fact and the observance of reasonable
2commercial standards of fair dealing.
AB481-ASA1,8,43 (g) "Goods" means all things that are treated as movable for the purposes of a
4contract for storage or transportation.
AB481-ASA1,8,105 (h) "Issuer" means a bailee that issues a document of title or, in the case of an
6unaccepted delivery order, the person that orders the possessor of goods to deliver.
7The term includes a person for which an agent or employee purports to act in issuing
8a document if the agent or employee has real or apparent authority to issue
9documents, even if the issuer did not receive any goods, the goods were misdescribed,
10or in any other respect the agent or employee violated the issuer's instructions.
AB481-ASA1,8,1411 (i) "Person entitled under the document" means the holder, in the case of a
12negotiable document of title, or the person to which delivery of the goods is to be made
13by the terms of, or pursuant to instructions in a record under, a nonnegotiable
14document of title.
AB481-ASA1,8,1615 (j) "Record" means information that is inscribed on a tangible medium or that
16is stored in an electronic or other medium and is retrievable in perceivable form.
AB481-ASA1,8,1817 (k) "Shipper" means a person that enters into a contract of transportation with
18a carrier.
AB481-ASA1,8,2019 (L) "Sign" means, with present intent to authenticate or adopt a record, any of
20the following:
AB481-ASA1,8,2121 1. To execute or adopt a tangible symbol.
AB481-ASA1,8,2322 2. To attach to or logically associate with the record an electronic sound, symbol,
23or process.
AB481-ASA1,8,2524 (m) "Warehouse" means a person engaged in the business of storing goods for
25hire.
AB481-ASA1,9,2
1(2) Definitions in other chapters applying to this chapter and the sections in
2which they appear are:
AB481-ASA1,9,33 (a) "Contract for sale," s. 402.106.
AB481-ASA1,9,44 (b) "Lessee in ordinary course of business," s. 411.103.
AB481-ASA1,9,55 (c) "Receipt" of goods, s. 402.103.
AB481-ASA1,9,7 6(3) In addition, ch. 401 contains general definitions and principles of
7construction and interpretation applicable throughout this chapter.
AB481-ASA1,9,10 8407.103 Relation of chapter to treaty or statute. (1) This chapter is
9subject to any treaty or statute of the United States or a regulatory statute of this
10state to the extent the treaty, statute, or regulatory statute is applicable.
AB481-ASA1,9,15 11(2) This chapter does not repeal or modify any law prescribing the form or
12contents of a document of title or the services or facilities to be afforded by a bailee,
13or otherwise regulating a bailee's businesses in respects not specifically treated in
14this chapter. However, violation of these laws does not affect the status of a document
15of title that otherwise complies with the definition of a document of title.
AB481-ASA1,9,20 16(3) This chapter modifies, limits, and supersedes the federal Electronic
17Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
18modify, limit, or supersede section 101 (c) of that act, 15 USC 7001(c), or authorize
19electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
207003
(b).
AB481-ASA1,9,22 21(4) To the extent there is a conflict between subch. II of ch. 137 and this chapter,
22this chapter governs.
AB481-ASA1,9,25 23407.104 Negotiable and nonnegotiable document of title. (1) Except as
24provided in sub. (3), a document of title is negotiable if by its terms the goods are to
25be delivered to bearer or to the order of a named person.
AB481-ASA1,10,4
1(2) A document of title other than one described in sub. (1) is nonnegotiable.
2A bill of lading that states that the goods are consigned to a named person is not made
3negotiable by a provision that the goods are to be delivered only against an order in
4a record signed by the same or another named person.
AB481-ASA1,10,6 5(3) A document of title is nonnegotiable if, at the time it is issued, the document
6has a conspicuous legend, however expressed, that it is nonnegotiable.
AB481-ASA1,10,10 7407.105 Reissuance in alternative medium. (1) Upon request of a person
8entitled under an electronic document of title, the issuer of the electronic document
9may issue a tangible document of title as a substitute for the electronic document if
10all of the following apply:
AB481-ASA1,10,1211 (a) The person entitled under the electronic document surrenders control of the
12document to the issuer.
AB481-ASA1,10,1413 (b) The tangible document when issued contains a statement that it is issued
14in substitution for the electronic document.
AB481-ASA1,10,16 15(2) Upon issuance of a tangible document of title in substitution for an
16electronic document of title in accordance with sub. (1), all of the following apply:
AB481-ASA1,10,1717 (a) The electronic document ceases to have any effect or validity.
AB481-ASA1,10,2118 (b) The person that procured issuance of the tangible document warrants to all
19subsequent persons entitled under the tangible document that the warrantor was a
20person entitled under the electronic document when the warrantor surrendered
21control of the electronic document to the issuer.
AB481-ASA1,10,24 22(3) Upon request of a person entitled under a tangible document of title, the
23issuer of the tangible document may issue an electronic document of title as a
24substitute for the tangible document if all of the following apply:
AB481-ASA1,11,2
1(a) The person entitled under the tangible document surrenders possession of
2the document to the issuer.
AB481-ASA1,11,43 (b) The electronic document when issued contains a statement that it is issued
4in substitution for the tangible document.
AB481-ASA1,11,6 5(4) Upon issuance of the electronic document of title in substitution for a
6tangible document of title in accordance with sub. (3), all of the following apply:
AB481-ASA1,11,77 (a) The tangible document ceases to have any effect or validity.
AB481-ASA1,11,118 (b) The person that procured issuance of the electronic document warrants to
9all subsequent persons entitled under the electronic document that the warrantor
10was a person entitled under the tangible document when the warrantor surrendered
11possession of the tangible document to the issuer.
AB481-ASA1,11,15 12407.106 Control of electronic document of title. (1) A person has control
13of an electronic document of title if a system employed for evidencing the transfer of
14interests in the electronic document reliably establishes that person as the person
15to which the electronic document was issued or transferred.
AB481-ASA1,11,18 16(2) A system satisfies sub. (1), and a person is deemed to have control of an
17electronic document of title, if the document is created, stored, and assigned in such
18a manner that satisfies all of the following:
AB481-ASA1,11,2019 (a) A single authoritative copy of the document exists which is unique,
20identifiable, and, except as otherwise provided in pars. (d), (e), and (f), unalterable.
AB481-ASA1,11,2221 (b) The authoritative copy identifies the person asserting control as one of the
22following:
AB481-ASA1,11,2323 1. The person to which the document was issued.
AB481-ASA1,11,2524 2. If the authoritative copy indicates that the document has been transferred,
25the person to which the document was most recently transferred.
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