Disclaimer of Warranty of Fitness for a Particular Purpose Clauses

Summary

These clauses can be used in an agreement for the sale of goods to disclaim the implied warranty of fitness for a particular purpose. The clauses include practical guidance and drafting notes. Under the Uniform Commercial Code (UCC), the implied warranty of fitness for a particular purpose arises where, at the time of contracting, the seller has reason to know the particular purpose for which the buyer is purchasing the goods and that the buyer is relying on the seller's skill or judgment to suitable goods. If applicable, this warranty is automatically imposed upon the seller unless it is modified or disclaimed. See U.C.C. § 2-315. Any exclusion of modification of or the implied warranty of fitness must be by a writing and conspicuous, as oral disclaimer are not permitted. Additionally, a seller can disclaim all implied warranties by expressions like "as is," "with all faults," or other language which makes it clear to the buyer that there are no implied warranties. See UCC §2-316(2) and UCC § 1-201(b)(10). For a full listing of related supply of goods content, see Supply of Goods Resource Kit. For a discussion of implied warranties in general, see Uniform Commercial Code Article 2 Implied Warranties. For more information regarding drafting a warranty and disclaimer of warranty, see Warranty and Disclaimer of Warranty Drafting.