Lorman offers professional resources regarding COVID-19 and the 2020 Election

Implied Warranties in the Uniform Commercial Code

» Articles » Legal Articles » Article

January 26, 2007


Within the United States, the purchase/sale of products is typically governed by each state government’s version of the Uniform Commercial Code (UCC).  Under the UCC, a seller’s sale of a product inherently is made with two “implied” warranties:

1.   The Warranty of Merchantibility
2.   The Warranty of Fitness for a Particular Purpose

Whether or not offered by the seller, these two warranties are provided under the UCC’s Article 2….unless specifically disclaimed in obvious writing (for example, ALL CAPITALS).  If these implied warranties are not disclaimed in the seller’s contract or sales proposal in obvious writing, then they are automatically part of the deal…to the benefit of the buyer.

Let’s discuss each of these types of implied warranties…

Warranty of Merchantibility – This implied warranty says that the product will conform to other like products of similar intent or description, and will perform at the average level of other similar products.  An example would be a company which generally advertises its product as a “forklift”.  If a buyer purchases this product, and finds it cannot lift pallets of a comparable weight to other similar forklifts available in the marketplace, they may have a valid claim in a civil lawsuit against the supplier.  The purpose of this warranty is to protect buyers against damage resulting from products which don’t meet the marketplace standard.

Warranty of Fitness for a Particular Purpose – This implied warranty protects buyers when the seller determines what the buyer has asked for in good faith.  An example might be a fleet buyer who contacts an automotive dealer and says “Our firm needs a truck capable of towing a 10,000 lb trailer….you tell me which truck will work best for us”.  If the salesperson sells this fleet buyer a compact truck with a four-cylinder engine, which can’t tow the trailer, it is the automotive dealer’s fault.  This warranty would protect the buyer, who should have been sold a ¾ or 1 Ton truck. 

To receive the protection these two implied warranties provide, it is imperative that the buyer carefully review the seller’s contract for disclaimer language.  As noted above, the UCC requires any such disclaimers to be in noticeable form.   ALL CAPITALS is the most common method. 

If these implied warranties are disclaimed, it is important to carefully review the seller’s express warranty language to determine whether it is fair and reasonable. 

Note: More detail about the Uniform Commercial Code, Common Law (which covers Real Estate and Service Transactions), and the Convention on the International Sale of Goods (CISG) is available in Strategic Procurement Solutions’ two day onsite Strategic Contracting™ workshop. Readers should consult with their own legal counsel with regards to the proper application of UCC principles.

Continue reading below

FREE Legal Training from Lorman

Lorman has over 34 years of professional training experience.
Join us for a special white paper and level up your Legal knowledge!

Litigation or Legal Holds for Reasonably Anticipated or Actual Litigation
Presented by John E. Delaney

Learn More

For information about detailed contracts training, visit www.StrategicProcurementSolutions.com 


The material appearing in this web site is for informational purposes only and is not legal advice. Transmission of this information is not intended to create, and receipt does not constitute, an attorney-client relationship. The information provided herein is intended only as general information which may or may not reflect the most current developments. Although these materials may be prepared by professionals, they should not be used as a substitute for professional services. If legal or other professional advice is required, the services of a professional should be sought.

The opinions or viewpoints expressed herein do not necessarily reflect those of Lorman Education Services. All materials and content were prepared by persons and/or entities other than Lorman Education Services, and said other persons and/or entities are solely responsible for their content.

Any links to other web sites are not intended to be referrals or endorsements of these sites. The links provided are maintained by the respective organizations, and they are solely responsible for the content of their own sites.