UCC 2 313 (Express Warranties: All You Need To Know)

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How can a seller be bound to express warranties under UCC?

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Let me fully explain to you how Section 2 313 may apply and how it works!

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What Is UCC 2 313

UCC 2 313 refers to Section 2-313 of the Uniform Commercial Code entitled “Express Warranties by Affirmation, Promise, Description, Sample”.

Essentially, Section 2 313 of the Uniform Commercial Code deals with the creation of “express warranties” in the context of the sale of goods.

Section 2 313 UCC is found in part three of the Uniform Commercial Code called “General Obligations and Construction of Contract” where the notions of express and implied warranties are particularly dealt with.

Let’s see how express warranties can be created under UUC Section 2 313.

Express Warranty Creation

For example, in accordance with the UCC 2 313 rule, when a seller provides a description of the goods being sold to the buyer and the buyer relies on that description to purchase, there will be express warranties created by the seller in favor of the buyer.

Similarly, if a seller makes an “affirmation” or “promise” relating to the quality, features, or characteristics of the goods forming the basis on which the buyer makes a purchase, the seller will be bound to provide an express warranty.

The same is true when the seller provides a buyer with a sample of the goods or some sort of model forming the basis of the bargain.

UCC 2-313 Comments

Under the UCC 2-313 official comments, “express” warranties are specific and relate to the essence of the bargain.

On the other hand, implied warranties are those that are unmistakable, rests on common factual basis, and cannot be negated.

How Does UCC 2 313 Work

Section 2-313 of UCC is composed of two articles as follows:

• UCC 2-313(1): General rule on how express warranties are created by a seller (this section is divided into three sub-paragraphs (a), (b), and (c))
• UCC 2-313(2): The nature of the seller’s affirmation of warranty 

Let’s break this down further.

Affirmation of Fact or Promise

Under Section 2-313(1)(a), if a seller makes an affirmation of “fact” or “promise” to the buyer relating to the quality of the goods forming the basis of the negotiation between the parties, then under UCC, an express warranty is created where the goods must conform to the “promise”.

Description of The Goods

UCC Section 2-313(1)(b) states that if a seller provides the buyer a “description” of the goods forming the basis on which the parties negotiated, then there is the creation of an express warranty where the goods must conform to the description. 

Sample or Model

The third way an express warranty may be created under UCC 2-313(1)(c) is when the seller offers a “sample” or a “model” to the buyer forming the basis of their bargain, then the goods must conform to the “sample” or “model”.

Seller’s Affirmations

UCC 2-313(2) provides guidance with respect to how the courts should interpret the interactions between the buyer and the seller.

Section 313/2 does not require that the seller use actual words like “I warrant that” or “I guarantee that” for the express warranty to be created.

If the seller makes an affirmation that the goods being sold have certain qualities and characteristics (whether having an intention to form a warranty or not), an express warranty is created).

However, a seller that is making a simple statement of value or giving an opinion that the buyer should purchase the goods does not create an express warranty.

UCC 2-313 on Express Warranties Takeaways 

So there you have it folks!

How is an express warranty formed under UCC 2 313?

How does it work?

In a nutshell, under the UCC rule outlined in Section 2-313, a seller of goods will be bound to offer express warranties to a buyer if there has been:

• An affirmation of fact on the goods
• A promise 
• A description of goods given
• A sample given
• A model given

If the seller’s affirmations, description, or sample forms the basis on which the parties enter into an agreement, then the seller will be bound to expressly warrant the goods will conform to the affirmations, promises, descriptions, or samples.

I hope I was able to explain to you how express warranties are created under § 2-313 UCC.

Remember, this article is of general nature intended to give you a general overview. 

If you have specific questions and need legal advice on UCC or a particular transaction, you should contact a business lawyer or contract lawyer specializing in the application of UCC.

Good luck!

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Uniform Commercial Code 2 313 Overview

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