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Warranty clause: meaning and sample wording
A warranty is a contractual promise about a fact or about quality, such as that services will be performed with reasonable skill and care, or that software will work as specified for 90 days. The warranty clause also sets the remedy when the promise is broken.
When to use it
Used in services, software, supply and sale agreements. Buyers want clear promises; sellers want clear limits and a defined remedy.
Sample warranty clause
The Supplier warrants that (a) the Services will be performed with reasonable skill and care and in accordance with good industry practice; (b) the Deliverables will conform in all material respects to their specification for ninety (90) days after delivery; and (c) it has all rights necessary to grant the rights granted under this Agreement.
If the Deliverables do not comply with warranty (b) and the Customer notifies the Supplier within the warranty period, the Supplier shall, as the Customer's sole remedy for that breach, correct or re-perform the non-conforming Deliverables at no additional cost or, if it cannot do so within a reasonable time, refund the fees paid for them.
Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
What to check
- Be specific"Reasonable skill and care" and "conforms to the specification" can be tested. "Fit for purpose" and "error-free" are far wider promises.
- Warranty periodThirty to ninety days is common for software and deliverables.
- Sole remedyFixing, re-performing or refunding as the only remedy gives both sides certainty, but courts may not enforce it if the remedy fails entirely.
- Disclaiming implied termsIn the US, disclaiming the implied warranty of merchantability must be conspicuous, which is why disclaimers are often in capital letters. Consumer protection laws usually prevent implied terms being excluded in consumer contracts.
Make the variable parts fill themselves in
In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:
The Supplier warrants that the Deliverables will conform in all material respects to their specification for {warranty_days} days after delivery.Paste this into your own template, then check it with the free template tag checker or read the template syntax.
Questions
What is the difference between a warranty and a representation?
A representation is a statement of fact that induces someone to enter the contract; a false one can allow the contract to be unwound. A warranty is a contractual promise; breaching it gives a claim for damages. Many contracts use both words together.
Why are warranty disclaimers written in capital letters?
Under the US Uniform Commercial Code, a disclaimer of the implied warranty of merchantability must be conspicuous. Capital letters or bold type are the usual way to show that.
Can I use this sample wording as it is?
It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.
Free templates that use it
Related clauses
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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.