Contract Terms to Know: Disclaimers

For the next few months,  we are doing a deep dive into specific contract terms so you will know why they are in the contract.

Savvy sellers will protect themselves with a well-drafted express warranty, and will “disclaim” implied warranties. This is perfectly legal.  After all, a contract is just a written agreement to share the commercial risks between a buyer and a seller.

So what is the savvy buyer to do? Watch out for the disclaimers, were the Seller disclaims any implied warranties. 

Disclaimers are easy to spot: 

Services:  OTHER THAN AS STATED HEREIN, CONSULTANT MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. CONSULTANT HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Goods: THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE AND MERCHANTABILITY. STATEMENTS MADE BY ANY PERSON THAT ARE INCONSISTENT WITH THE TERMS OF THIS WARRANTY SHALL NOT BE BINDING UPON MANUFACTURER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT THAT IS DESIGNATED AS "DEVELOPMENTAL" OR "EXPERIMENTAL," WHICH SHALL BE SOLD "AS IS" WITH NO WARRANTY WHATSOEVER.

If you need a specific warranty, make sure there is no disclaimer in your contract.