Product Warranty and Disclaimer Clauses
(NC)

Summary

These product warranty and disclaimer clauses can be used in a commercial contract governed by North Carolina law to set forth the applicable warranty and the express language required to disclaim the implied warranties of merchantability and fitness for a particular purpose. This template includes practical guidance and drafting notes. An express warranty may be created without express language written into a contract; nor is it required that the words "warrant," "guarantee" or the like be used. An express warranty may come into existence by (a) a seller's affirmation or promise relating to the goods, (b) a description of the goods, or (c) by a sample or model of the goods, provided that any of these are made a part of the basis of the bargain. N.C. Gen. Stat. § 25-2-313. Implied warranties may arise in a sale of goods under principals of case law or North Carolina Uniform Commercial Code provisions. See N.C. Gen. Stat. § 25-2-314 concerning the implied warranty of merchantability and N.C. Gen. Stat. § 25-2-315 regarding the implied warranty of fitness for a particular purpose. Note that express and/or implied warranties are construed as consistent with each other and as cumulative whenever possible. If an interpretation of consistency or cumulative effect is unreasonable, the intention of the parties will determine which warranty is dominant. See N.C. Gen. Stat. § 25-2-317 for the specific rules used to determine the intention of the parties in applicable circumstances. For more information regarding warranty and disclaimer drafting, see Warranty and Disclaimer of Warranty Drafting, Implied Warranties for the Sale of Goods under the North Carolina UCC, Express Warranties for the Sale of Goods under the North Carolina UCC, and Representations and Warranties Drafting. For consumer product warranties, see Full Consumer Product Warranty and Limited Product Warranty.