What It Does
The warranty section is a promise and a wall in one place. The affirmative warranty is what you can count on, and the disclaimer is everything the seller refuses to stand behind. For in-house counsel, it sets the line between covered and uncovered, and it controls your remedy when something fails. The operative questions are what standard the goods or services must meet, how long the warranty lasts and when it starts, whether the remedy is repair-only or reaches refund and cover, and whether the implied warranties are disclaimed conspicuously enough to hold. A practical test: if the only affirmative warranty is buried under an all-caps “as is” disclaimer, you are buying with all faults, whatever the marketing said.
When You'll See It
The warranty and disclaimer clause is standard in supply and manufacturing agreements, SaaS and software licenses, hardware sales, services contracts, and asset and stock purchase agreements. In goods contracts it pairs a limited defect warranty with a UCC disclaimer; in SaaS it leans on a conformance warranty and a service credit. It is most contested in supply and SaaS, where buyers push for a real performance warranty and sellers push the goods out as is.
It matters most where the product can fail in ways the buyer cannot inspect up front, such as a manufactured component or a software platform. The harder the quality is to verify, the more the warranty and its disclaimer decide who bears the loss.
Examples
UGI Utilities, Inc.
UGI Energy Services, LLC, Gas Supply and Delivery Service Agreement
Implied-warranty disclaimer + title warranty
Mutual
2024
"11.2 Warranty Disclaimers. Except as expressly stated herein, neither Party provides any warranties to the other, express or implied, including implied warranties of merchantability and fitness for a particular purpose."
Source
Alcon Research, LLC
Lifecore Biomedical, LLC, Supply Agreement
Limited warranty (defects + period)
2023
"[…] (a) shall have been manufactured, packaged, labeled, held and shipped in accordance with the Ingredient Standards and (b) will be free from defects in material and workmanship for a period of [* * *] from delivery to ALCON."
Source
B. Riley Brand Management LLC
BR Funding Holdings 2024-1 LLC, Transfer and Contribution Agreement
As-is + UCC implied-warranty disclaimer
2024
"[…] (including any implied warranties that may otherwise be applicable because of the provisions of the UCC or any other applicable law, including the warranties of merchantability and fitness for a particular purpose)[…]"
Source
Paysign, Inc.
Daniel H. Spence, Stock Repurchase Agreement
As-is full disclaimer (no other reps)
2023
"[…] AND SELLER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED."
Source
Negotiate
You want a real warranty
Get an affirmative warranty that the goods or services conform to agreed specifications or documentation.
Resist an as-is sale and a blanket disclaimer of all express warranties.
Extend the warranty period and start it on acceptance, not shipment.
Add a remedy beyond repair-or-replace if repair fails, such as refund or cover.
Keep a pass-through of any manufacturer or third-party warranties.
You want to limit it
Disclaim all implied warranties conspicuously, naming merchantability and fitness.
Make repair, replacement, or refund the sole and exclusive remedy.
Limit the warranty period and tie it to delivery.
Exclude defects from misuse, modification, or use outside the documentation.
Sell as is where the deal economics justify it, with a clear written acknowledgment.
The warranty is the promise and the disclaimer is the wall. Know which one you are standing behind.
Red Flags
A disclaimer of implied warranties that is not conspicuous, which can fail under UCC 2-316.
An affirmative warranty with no exclusive remedy, leaving the seller exposed to open-ended claims.
An as-is sale slipped into a deal where the buyer expected a performance warranty.
A repair-or-replace remedy with no fallback if repair repeatedly fails.
A warranty period that runs from shipment, expiring before the buyer can test the goods.
FAQs
Related Clauses
Representations and Warranties
A set of factual statements each party makes about itself and the deal, which the other party relies on and can sue over if they prove untrue.
Limitation of Liability
A contractual provision that caps the amount and types of damages one party can recover from the other.
Indemnification
A contractual provision in which one party agrees to cover specified losses or third-party claims that the other party incurs.
Entire Agreement
A boilerplate provision stating the written contract is the parties' complete and final agreement, replacing every prior promise or side conversation on the same subject.
Liquidated Damages
A contractual provision setting a fixed sum payable on a specified breach, agreed in advance as a reasonable estimate of the resulting loss.
This content is for informational purposes only and does not constitute legal advice.