UCC 2-313 is the section of the Uniform Commercial Code that creates express warranties in sales of goods. Under this rule, when a seller makes a factual statement about the goods, describes them, or shows a sample, that representation becomes a binding promise that the goods will match it. Every state except Louisiana has adopted some version of UCC Article 2, so this provision is the backbone of warranty law for product sales nationwide.1Legal Information Institute. UCC 2-313 – Express Warranties by Affirmation, Promise, Description, Sample
The seller doesn’t need to use the words “warranty” or “guarantee,” and doesn’t even need to intend to make one. What matters is whether something factual was said or shown about the goods and whether the buyer relied on it.
The Three Ways an Express Warranty Is Created
Section 2-313 lays out three distinct routes. Each ties to a different kind of seller conduct, and all three share one requirement: the representation has to become part of the basis of the bargain.1Legal Information Institute. UCC 2-313 – Express Warranties by Affirmation, Promise, Description, Sample
Affirmations of Fact or Promises
The most direct path. If a car dealer tells you the odometer reads 45,000 miles and the real figure is 60,000, that statement was a warranty and the dealer has breached it, whether or not anyone said the word “warranty.” The seller does not have to intend to create a warranty for one to exist. The buyer only has to have taken the statement as factual when deciding to buy.
Descriptions of the Goods
Any description that becomes part of the deal creates a warranty that the goods will match it. That reaches beyond the contract page itself. Technical specifications, product labels, catalog entries, and capability claims in a brochure all qualify. Describe an industrial tank as having a 500-gallon capacity, and the delivered unit needs to hold 500 gallons. Product photos and feature lists on an e-commerce page work the same way: a buyer who orders based on those images and specs is entitled to receive goods that match them.
Samples and Models
When a seller shows a physical sample or model during negotiations, the rest of the shipment has to match it. Floor models, fabric swatches, food tastings, and prototype demonstrations all fall under this branch of the rule. The buyer is entitled to receive goods with the same characteristics as the item they examined before buying.
The Basis of the Bargain Requirement
Not every stray comment creates a warranty. The statement, description, or sample has to become part of the “basis of the bargain,” meaning it played some role in the buyer’s decision to go through with the purchase. Courts generally presume that a seller’s factual statements about the goods influenced that decision, which pushes the practical burden onto the seller to prove they didn’t.
Timing matters. Statements made during negotiations, in advertising, or on packaging before the sale clearly shaped the buyer’s expectations and are easy cases. A statement made long after delivery is harder to frame as part of the bargain, though some courts treat post-sale assurances as modifications when the buyer relied on them. If the representation was available to the buyer at or before the time of purchase, it almost certainly qualifies.
Puffery Versus Fact
Section 2-313(2) draws a line between enforceable facts and sales talk. A statement that amounts to opinion or general praise does not create a warranty. Calling a piece of jewelry “stunning” or a used truck “a great deal” is puffery. Those claims are too vague for anyone to measure performance against.
The line between fact and opinion shifts with specificity and with who is speaking. “This car runs great” from a private seller lands differently than “this engine will last another 100,000 miles” from a certified mechanic at a dealership. When a seller has specialized knowledge the buyer lacks, statements that sound like opinion can cross into warranty territory because the buyer is relying on that expertise. A useful test: can the statement be proven true or false? “Best coffee in town” cannot. “This bag contains 100% Arabica beans” can.
What Counts as Goods
Section 2-313 only applies to sales of goods. The UCC defines goods as things that are movable at the time they are identified in the contract, which covers consumer electronics, clothing, livestock, heavy machinery, and the like. Investment securities and the money used to pay the price are excluded by definition.2Legal Information Institute. UCC 2-105 – Definitions: Transferability; Goods; Future Goods; Lot; Commercial Unit
Real estate doesn’t qualify because land isn’t movable. Pure service contracts fall outside Article 2 as well, so consulting or legal advice wouldn’t trigger these rules. For mixed contracts that bundle goods and services, like purchase and installation of a custom HVAC system, most courts apply the predominant factor test: if the primary purpose is the goods and the services are incidental, Article 2 governs; if services predominate, it generally doesn’t.
Remedies When the Warranty Is Broken
A buyer who receives goods that don’t match the warranty has several options, and which ones are available depends largely on whether the buyer has accepted the goods yet.
Rejecting the Shipment
If the goods fail to conform to the contract in any respect, the buyer can reject the whole shipment, accept all of it, or accept some commercial units and reject the rest.3Legal Information Institute. UCC 2-601 – Buyers Rights on Improper Delivery This is the “perfect tender” rule. Rejection has to happen within a reasonable time after delivery, and the buyer must hold the rejected goods with reasonable care so the seller can retrieve them.
Damages After Acceptance
Once the buyer has accepted the goods and then discovers they don’t conform, the basic measure of damages is the difference between the value of what was received and the value the goods would have had if they’d matched the warranty.4Legal Information Institute. UCC 2-714 – Buyers Damages for Breach in Regard to Accepted Goods If you were promised a machine capable of 200 units per hour and it tops out at 120, damages reflect that gap.
On top of that, a buyer can recover incidental damages like inspection costs, return shipping, and the expense of finding replacement goods. Consequential damages are also available and can include lost profits caused by the breach and any injury to person or property.5Legal Information Institute. UCC 2-715 – Buyers Incidental and Consequential Damages Consequential damages have to be losses the seller had reason to foresee at the time of sale, and the buyer has to show the loss couldn’t have been reasonably avoided by buying substitute goods.
Disclaimers and Remedy Limits
Sellers often try to disclaim all warranties in the fine print. Implied warranties can be disclaimed with language like “as is” or “with all faults.” Express warranties are far harder to take back. UCC Section 2-316(1) directs courts to read a seller’s warranty-creating words and any disclaimer language as consistent where possible. When the two can’t be reconciled, the disclaimer loses. A seller can’t promise 500 gallons per hour in a sales presentation and then bury a line in the contract saying “seller makes no warranties of any kind.” The specific promise wins.
Sellers have more room to limit the remedies for breach. A contract can restrict the buyer to repair or replacement of defective parts, but only if that remedy is expressly identified as exclusive. If the exclusive remedy fails its essential purpose, meaning the seller won’t or can’t actually repair or replace, the buyer regains access to the full range of UCC remedies. Limiting consequential damages for personal injury in consumer goods sales is treated as presumptively unconscionable, though limiting commercial loss is generally permitted.6Legal Information Institute. UCC 2-719 – Contractual Modification or Limitation of Remedy
Notice and the Four-Year Clock
Two deadlines can quietly kill an otherwise strong warranty claim. First, after accepting goods, a buyer who discovers a breach has to notify the seller within a reasonable time. Failing to give notice bars any remedy at all.7Legal Information Institute. UCC 2-607 – Effect of Acceptance; Notice of Breach What counts as reasonable depends on circumstances, but sitting on the problem for months is a reliable way to lose rights.
Second, the UCC sets a four-year statute of limitations for breach of a sales contract. The clock generally starts when the seller delivers the goods, not when the buyer discovers the problem. The exception: when a warranty explicitly covers future performance, the period runs from when the buyer discovers or should have discovered the breach. Parties can agree to shorten the window to as little as one year, but can’t extend it past four.
Who Else Can Enforce the Warranty
Express warranties run between the seller and the buyer, but they can reach other people injured by goods that fail to meet the warranty. The UCC offers three alternative versions of this rule, and each state picks one. The narrowest protects household members and guests of the buyer who suffer personal injury. The broadest extends warranty protection to any person injured by the goods, regardless of their relationship to the buyer. Which version your state adopted controls whether someone other than the original purchaser can bring a claim, so this is worth checking against local law before relying on it.