How to Properly Exclude Warranties Under NY UCC
While warranties provide assurances to buyers, there may be situations where a seller wants to limit or exclude certain warranties. The New York UCC allows for this, but there are strict guidelines on how it must be done.
Understanding UCC §2-316: Exclusion of Warranties
Express Warranties:
Cannot be easily disclaimed if they have been explicitly stated.
Implied Warranties:
Can be excluded or modified under certain conditions.
Requirements for Excluding Implied Warranties:
Conspicuous Writing:
The disclaimer must be in writing and conspicuous (e.g., bold font, capital letters).
It should stand out so a reasonable person would notice it.
Specific Language:
To disclaim the implied warranty of merchantability, the word "merchantability" must be mentioned.
For the implied warranty of fitness for a particular purpose, the disclaimer must be in writing and conspicuous.
Common Phrases:
Terms like "as is," "with all faults," or similar language can be used to exclude all implied warranties.
Why Proper Disclaimer is Important:
Legal Enforcement:
An improperly worded or hidden disclaimer may not be legally effective.
Avoiding Misunderstandings:
Clear disclaimers help prevent disputes by setting correct expectations.
Limiting Liability:
Properly excluding warranties can protect your business from certain legal claims.
Key Takeaways:
Always use clear, conspicuous language when disclaiming warranties.
Ensure that the disclaimer complies with UCC requirements to be effective.
Consider consulting legal counsel to draft appropriate disclaimer clauses.
Disclaimer:
This article is for informational purposes only and does not constitute legal advice. Although I am an attorney, I am not your attorney, and reading this article does not create an attorney-client relationship. For advice pertaining to your specific situation, please consult a qualified attorney licensed in your area.
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