The seller of goods makes certain promises about the goods in every commercial transaction. These promises about the goods are called warranties — guarantees that the goods will live up to certain expectations. Article 2 recognizes three types of warranties — warranties of title, implied warranties, and express warranties.
Warranties of Title
Warranties of title are fundamental to every sales transaction. This warranty stipulates that the seller of the goods has the right to sell the goods. The warranty of title assures the buyer that the seller has legitimate ownership rights in the goods. If the warranty is breached, the seller is responsible for any damages suffered by the buyer.
Article 2 recognizes two implied warranties. One, the implied warranty of merchantability, arises in every transaction for the sale of goods. This warranty provides that the goods are “reasonably fit” for the “ordinary purpose” of that kind of goods. This warranty assures the buyer that the goods will meet reasonable expectations of performance.
The implied warranty of fitness for a particular purpose arises when the seller knows that the buyer will use the goods in a specific way. For example, if a consumer is staining a wooden deck and asks the merchant to recommend an appropriate paint, the merchant warrants (promises) that the recommended stain is appropriate for that purpose. If it is not, the merchant will be liable for any damages that result. The implied warranty of fitness can arise any time the merchant is aware of the proposed use of the goods and knows that the goods are not appropriate for that use.
Article 2 permits a seller of goods to disclaim or refuse to acknowledge the implied warranties. Generally, such disclaimers must be made at the time of the sale, must be in writing, and must be unambiguous. The disclaimer does not have to use any specific language — the sale of goods “as is” is sufficient to disclaim all implied warranties.
Article 2 allows the seller to avoid, or disclaim, the effect of most warranties. The drafters of this article believed that any disclaimer must be clear and unambiguous. An Article 2 disclaimer must be communicated at the time of sale and it must refer to the specific warranty that is disclaimed.
A seller may choose to make express warranties about the goods being sold. An express warranty is a statement of fact about the goods being sold. A common express warranty is that the goods will be free of defects for a specified time. In this kind of express warranty, the seller not only chooses the time, but also controls the available remedy. These express warranties often provide for repair or replacement of the goods, at the seller's option.
Another kind of express warranty can arise when the seller specifically describes the goods or uses a model or sample to sell the goods. When the seller uses a specific description of the goods, there is an express warranty that the goods meet the description. Descriptions of goods are found in advertisements and promotional materials. A model or sample is an express warranty that the goods actually delivered to the consumer will be substantially similar to the model or sample.