Warranty

A warranty is a binding statement of fact made by one party to a contract. It functions both as a representation (a description of the present) and as a guarantee (an undertaking that, if untrue, the warranting party owes damages). Warranties can be express, written or spoken, or implied by statute, such as the implied warranty of merchantability under Cal. Comm. Code §2314.

In commercial transactions, warranties allocate risk: the buyer relies on what the seller says; the seller's exposure is bounded by the warranty's scope, duration, and any remedy limitations. California enforces written warranty terms strictly, including caps on consequential damages, provided the limitation is conscionable and not against public policy. Disclaimers must be conspicuous to be effective.

Consumer transactions are different. The federal Magnuson-Moss Warranty Act and California's Song-Beverly Consumer Warranty Act impose minimum standards that override "as is" disclaimers and limit the seller's ability to narrow implied warranties on consumer goods. For business-to-business deals, more flexibility exists, but documentation discipline at the closing stage prevents most warranty disputes downstream.