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General Contract Clauses: Product Warranty and Disclaimers

by Practical Law Commercial Transactions

Maintained | USA (National/Federal)

These standard clauses provide language for a limited product warranty and a corresponding disclaimer for use in a business-to-business sale of goods agreement. Drafted to be jurisdiction-neutral, these clauses are intended for transactions governed by Article 2 of the Uniform Commercial Code (UCC). These Standard Clauses also contemplate negotiation points by addressing optional disclaimers for the warranty of title and against infringement, providing a crucial framework for sellers to manage liability and clearly define their obligations. The clauses have integrated drafting notes with important explanations and negotiation tips.

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