UCC WARRANTIES

2-313 EXPRESS
Statements of fact, promise,
descriptions, sample/model
that become basis of bargain.
-Formal words, intent not
necessary.
- Opinion/"best" ! warranty.
2-314 IMPLIED
MERCHANTABILITY
If seller is merchant, goods must
- pass w/o objection in trade
- fit for the ordinary purpose for
which used
- generally what they purport to be
- adequately packaged/labeled
2-315 IMPLIED FIT FOR
PARTICULAR PURPOSE
Seller knows of particular
purpose, buyer relies on sellers
skill to select suitable goods.
2-316(1) DISCLAIMERS
-Express warranties and
disclaimers must be consistent.
Inconsistencies will be constued
as consistent (subject to 2-202
parole evidence)
-Disclaimer/limits cannot negate
the benefit of bargain.
2-316(3) DISCLAIMERS EXCEPTIONS
-As is / with all faults or other
"common language" clearing altering
buyer excludes all implied warranties
- Defects that would have been
reasonably revealed by examination are
not included
-Implied warranty can also be
excluded/modified by course of
dealing/performance and usage of trade.
2-316(2) MERCHANT DISCLAIMER
Merchantability - must mention
word merchantability (magic
word), and if in writing, must be
conspicuous.
2-316(2) FITNESS DISCLAIMER
Must be in writing &
conspicuous.
No req'd form words.
(There are no warranties beyond
whats written here is sufficient).
2-316(4) Disclaimer Breach Remedies
Limited by 2-718 and 2-719
UCC 2-317 Inconsistent Warranties
Warranties are cumulative, but if inconsistent,
parties' intention determines which dominant.
o Exact/techn terms > sample/gen description
o Sample > gen description language
o Express warranties > implied warranties,
EXCEPT implied warranty for fitness for a
particular purpose.
2-719 REMEDY LIMITS
(1) K can limit remedies to
return/refund/repair/replace. Alt remedy is optional
unless expressly agreed, then sole remedy.
(2) If limited remedy causes K to fail in its essential
purpose, normal UCC K remedies available.
(3) Consequential damages can be limited unless
unconscionable (e.g. cannot limit re personal injury
from good)
2-718. Liquidation/Deposits
(1) Liquidated Dmgs - Need to be
reasonable at beginning and end, only
where real dmgs difficult to prove.
o If too large = void (no punis).
(2) Buyer return deposit get back $ paid
that exceeds (a) seller liquidated dmgs, (b) if
no liquidation, 20% total or $500, whichever
smaller.
(3) Buyers restitution subject to offset by
sellers dmgs and/or value of benefits buyer
received.
(4) If seller received payments in goods,
reasonable/resale value = payments
received. Resale subject to 2-706.
2-714(2): Buyers Damages re
Accepted Goods.
Difference remedy: goods
accepted v. goods value if they
had been warranted
2-104. "Merchant"
-Deals in goods of the kind
-By occupation holds himself
out as having knowledge or
skill peculiar goods involved