402.325(2)(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 the buyer.

402.325(3)(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.

402.326(1)(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is:

402.326(2)(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.

402.326(4)(4) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within s. 402.201 and as contradicting the sale aspect of the contract within s. 402.202 on parol or extrinsic evidence.

402.326(5)(5) If a person delivers or consigns for sale goods that the person used, or bought for use, for personal, family or household purposes, these goods do not become the property of the deliveree or consignee unless the deliveree or consignee purchases and fully pays for the goods. This subsection does not prevent the deliveree or consignee from acting as the deliverer’s or consignor’s agent to transfer title to these goods to a buyer who pays the full purchase price. Any payment received by the deliveree or consignee from a buyer of these goods, less any amount that the deliverer or consignor expressly agreed could be deducted from the payment for commissions, fees or expenses, is the property of the deliveror or consignor and is not subject to the claims of the deliveree’s or consignee’s creditors.

402.326 AnnotationEnumerating and discussing factors relevant to determining whether goods are delivered “for sale.” Armor All Products v. Amoco Oil Co., 194 Wis. 2d 35, 533 N.W.2d 720 (1995).

402.326 AnnotationWhether a transaction is a “sale on approval” must be determined by an objective examination of the transaction documents and the parties’ performance, rather than examination of the parties’ subjective intent. Houghton Wood Products, Inc. v. Badger Wood Products, Inc., 196 Wis. 2d 457, 538 N.W.2d 621 (Ct. App. 1995), 95-0004.

402.326 AnnotationWhen a good is used in the manufacturing process where it undergoes transformation and is subsequently resold, it is not delivered for “use” under sub. (1). Houghton Wood Products, Inc. v. Badger Wood Products, Inc., 196 Wis. 2d 457, 538 N.W.2d 621 (Ct. App. 1995), 95-0004.

402.327(1)(1) Under a sale on approval unless otherwise agreed:

402.327(1)(b)(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

402.327(1)(c)(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.

402.327(2)(2) Under a sale or return unless otherwise agreed:

402.327(2)(a)(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

402.328(1)(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.

402.328(2)(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 the auctioneer’s discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.

402.328(3)(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 the auctioneer 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 a bid until the auctioneer’s announcement of completion of the sale, but a bidder’s retraction does not revive any previous bid.

402.328(4)(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 the buyer’s 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.