Creating Express Warranties Under NY UCC: Words Matter
In the process of selling goods, what you say about your products can create legally binding promises known as express warranties. Understanding how this works under the New York UCC is crucial to managing your obligations.
Understanding UCC §2-313: Express Warranties
Formation of Express Warranties:
Created when the seller makes any affirmation of fact or promise relating to the goods that becomes part of the basis of the bargain.
Includes any description of the goods or any sample/model shown to the buyer.
Examples of Creating Express Warranties:
Statements like "This machine will process 100 units per hour."
Descriptions in brochures or on packaging.
Demonstrations of a sample product.
Implications for Sellers:
Binding Promises:
Statements made during negotiations can become legally enforceable warranties.
Accuracy is Essential:
Misrepresentations, even if unintentional, can lead to breach of warranty claims.
Cannot Easily Disclaim:
Express warranties cannot be disclaimed if they were part of the basis of the bargain.
Best Practices:
Be Precise in Communications:
Ensure all product claims are accurate and verifiable.
Train Sales Staff:
Educate employees about the implications of their statements.
Document Agreements:
Include all express warranties in the written contract to avoid misunderstandings.
Key Takeaways:
Your affirmations and descriptions about products can create express warranties.
Careful communication and accurate representations protect both your business and your customers.
Understanding this helps manage legal obligations and customer expectations.
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