Warranty Clauses in Contracts: Express vs. Implied Warranties

Warranty clauses define the promises a seller makes about quality and performance. Understanding them can save you from costly surprises.

Express Warranties

Specific promises in the contract: "The software will perform in accordance with the documentation." Express warranties create enforceable obligations — if the product fails the stated standard, the buyer has a remedy.

Implied Warranties

Created by law even without express language. Merchantability: the product is fit for ordinary purpose. Fitness for particular purpose: if the seller knows the buyer's need and the buyer relies on expertise. These exist under the UCC unless explicitly disclaimed.

Disclaimers

Most contracts disclaim implied warranties with "AS IS" language. Under the UCC, disclaimers must be conspicuous. If the other party disclaims all warranties, negotiate meaningful express warranties or SLAs instead.