Uniform Commercial Code Article 2 is generous about creating warranties. A seller who describes goods has warranted the description. A seller who shows a sample has warranted the whole. A merchant who says nothing whatsoever has still warranted that the goods are fit for their ordinary purpose.
Then the same article tells that seller exactly how to undo all of it — in one section, with a form disclaimer printed right in the statutory text.
That’s how a goods case really works, and it’s the first thing I explain to a client who walks in sure the Code is on his side. Article 2 isn’t a consumer protection statute. It’s a default-rules statute, and nearly every default favors the buyer only until the seller writes something else. What’s left after the disclaimers is a narrow path with two places to fall off: the notice requirement in § 336.2-607(3)(a), and the remedy limitation in § 336.2-719. This article walks that path, and the two places where Minnesota went its own way from the uniform text.
Three doors into a warranty
Express warranties — Minn. Stat. § 336.2-313. No magic words, no intent required:
(1) Express warranties by the seller are created as follows:
(a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.
(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.
(c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.
Subsection (2) then draws the line that decides most express-warranty fights: “It is not necessary to the creation of an express warranty that the seller use formal words such as ‘warrant’ or ‘guarantee’ or that the seller have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.”
Affirmation of fact, yes. Opinion, commendation, and value, no. A spec sheet is a warranty. “Best machine on the market” is a sales pitch.
Merchantability — § 336.2-314. This one arises by operation of law, but only against a particular kind of seller: “a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind.” Subsection (2) breaks merchantability into six components — the goods must at least “pass without objection in the trade under the contract description,” be of fair average quality if fungible, be “fit for the ordinary purposes for which such goods are used,” run of even kind, quality and quantity, be “adequately contained, packaged, and labeled as the agreement may require,” and “conform to the promises or affirmations of fact made on the container or label if any.”
Two of those six get badly underused. Clause (f) makes label copy a warranty independent of § 336.2-313, and clause (e) turns a packaging or labeling failure into a merchantability breach. I plead both when the facts support them.
Fitness for a particular purpose — § 336.2-315. The entire section is one sentence:
Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose.
This isn’t merchantability in a different hat. Merchantability asks whether the goods work for what goods like that normally do. Fitness asks whether they work for what this buyer needed, and it turns on two facts about the seller’s knowledge — reason to know the particular purpose, and reason to know the buyer relied on the seller’s skill or judgment. The seller doesn’t have to be a merchant at all. The seller who specified the equipment for the job took on this warranty whether or not anybody used the word.
The seller’s undo button, and where it jams
Section 336.2-316 is the disclaimer provision, and it’s fussy about form.
| Warranty | What § 336.2-316 requires to exclude or modify it |
|---|---|
| Express | Cannot simply be negated. Subsection (1): words creating an express warranty and words limiting warranty “shall be construed wherever reasonable as consistent with each other,” and, subject to the parol evidence rule in § 336.2-202, “negation or limitation is inoperative to the extent that such construction is unreasonable” |
| Implied warranty of merchantability | “[T]he language must mention merchantability and in case of a writing must be conspicuous” |
| Implied warranty of fitness | “[T]he exclusion must be by a writing and conspicuous” — no magic word, but writing plus conspicuousness |
| All implied warranties, alternative route | Subsection (3)(a): “unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like ‘as is,’ ‘with all faults’ or other language which in common understanding calls the buyer’s attention to the exclusion of warranties and makes plain that there is no implied warranty” |
Whether you’re drafting the form or suing on it, three things in that table matter.
“Merchantability” is a required word. Subsection (2) says the language “must mention merchantability.” A disclaimer excluding “all implied warranties” in sweeping general terms, however emphatic and however capitalized, hasn’t mentioned it. In my reading of form contracts this is the single most common defect, and it’s fatal to the clause.
“Conspicuous” is a defined term, and it isn’t a font question. Minn. Stat. § 336.1-201(b)(10) defines it: a term is conspicuous when it is “so written, displayed, or presented that, based on the totality of circumstances, a reasonable person against which it is to operate ought to have noticed it.” The same paragraph adds that “[w]hether a term is ‘conspicuous’ or not is a decision for the court.” That’s a totality test, decided by the judge and not the jury. So it’s a summary judgment issue, and the physical layout of the document becomes part of the record you have to build: where the clause sits, what surrounds it, how the buyer came across it.
And the statute hands out a safe-harbor sentence for fitness only. Subsection (2): “Language to exclude all implied warranties of fitness is sufficient if it states, for example, that ‘There are no warranties which extend beyond the description on the face hereof.’” That sentence doesn’t carry merchantability, because merchantability demands its own word.
Subsection (3) adds two more exclusion routes that take no drafting at all: (b) where the buyer “has examined the goods or the sample or model as fully as desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed”; and (c) an implied warranty “can also be excluded or modified by course of dealing or course of performance or usage of trade.”
Subsection (4) then points ahead to the trap: “Remedies for breach of warranty can be limited in accordance with the provisions of this article on liquidation or limitation of damages and on contractual modification of remedy (sections 336.2-718 and 336.2-719).”
The buyer who complains for months and never notifies loses everything
A buyer who accepts goods and later finds them defective has one thing to do before anything else. Section 336.2-607(3):
Where a tender has been accepted
(a) the buyer must within a reasonable time after the buyer discovers or should have discovered any breach notify the seller of breach or be barred from any remedy
Read the last five words. Not “may lose some damages.” Barred from any remedy. This is a condition on the buyer’s right to recover for accepted goods, and it operates whether or not the seller suffered any prejudice from the delay and whether or not the seller already knew about the problem from somewhere else.
Three things make it dangerous. The clock runs from constructive discovery — “[A]fter the buyer discovers or should have discovered any breach.” “Reasonable time” has no definition, so it gets decided case by case, on the buyer’s own circumstances, after the fact, with the seller arguing for the shortest window it can. And the notice has to be notice of breach. A service call, a complaint about performance, a request for help — none of that is obviously notice that the seller has breached. I’ve watched buyers spend eleven months inside a support ticket queue and then find out they have no document anywhere telling the seller it was in breach.
Section 336.2-714(1) wires the notice requirement straight into the damages provision: the buyer may recover damages for nonconformity “[w]here the buyer has accepted goods and given notification (subsection (3) of section 336.2-607).” The remedy was drafted to depend on the notice.
My rule is four clauses long and almost nobody follows it: put it in writing, use the word breach, date it, send it the week you know.
The remedy your contract already picked for you
Section 336.2-719 lets the parties swap the Code’s remedies for their own:
(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,
(a) the agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
That’s the engine inside the standard “repair or replace, and that is your only remedy” clause. A buyer with a proven breach of a proven warranty can still walk away with nothing but another repair attempt.
Then comes the escape hatch, and it’s one sentence:
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.
For a buyer, that’s the most valuable sentence in Article 2, and I build cases around it. It doesn’t ask whether the clause was conspicuous, whether anybody bargained for it, or whether the buyer read it. It asks a practical question: did the limited remedy actually do what it was there to do? A repair-or-replace remedy exists to put conforming goods in the buyer’s hands. A seller who can’t or won’t make the goods conform — after repeated attempts, after unreasonable delay, after the parts stop being manufactured — has left the buyer holding a remedy that produced nothing. When that happens the statute says “remedy may be had as provided in this chapter,” and the buyer is back inside the Code’s own remedies.
You build the failure-of-essential-purpose record out of the repair history: dates in, dates out, days of downtime, the same failure coming back, and what the seller said each time. Keep the log or lose the argument.
Subsection (3) governs the other half of the standard clause:
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
Look at what it does and doesn’t say. Consequential damage exclusions are presumptively valid. The unconscionability limit is real but general — except in one place, where the Code flips the presumption: limiting consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable. The same sentence then shuts the door on the commercial buyer: “limitation of damages where the loss is commercial is not.”
What comes back when the limitation falls
Disclaimer fails, notice was given, limited remedy failed of its essential purpose — the buyer lands back inside the Code’s remedy structure.
Section 336.2-711 governs where the buyer never accepted, rightfully rejected, or justifiably revoked acceptance: the buyer “may cancel and with or without having done so may in addition to recovering so much of the price as has been paid” either “cover” and take damages under § 336.2-712, or recover damages for nondelivery under § 336.2-713. Subsection (3) gives the buyer a security interest in goods in the buyer’s possession or control “for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody,” with the right to hold and resell them like an aggrieved seller.
Section 336.2-714 governs the far more common case — goods accepted and defective. Subsection (2) states the measure:
The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
That’s a valuation formula. It isn’t a repair-cost formula, and people lose track of the difference constantly. Repair cost is frequently the best available evidence of the difference in value, but the statutory measure is value-as-warranted minus value-as-accepted, fixed at the time and place of acceptance. And the “special circumstances” clause is the tool a buyer uses when that measure doesn’t capture the loss.
Section 336.2-715 supplies the rest. Incidental damages include “expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.” Consequential damages include “any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise,” and “injury to person or property proximately resulting from any breach of warranty.”
Two limits sit inside that definition, and both get litigated. The seller must have had reason to know the buyer’s requirements at the time of contracting. That’s a paper problem, and it’s solved by what the buyer told the seller during the sale. And the loss must be one that “could not reasonably be prevented by cover or otherwise” — a mitigation requirement written into the definition of the damages themselves, not raised later as a defense.
Minnesota rewrote the limitations rule twice
Most of Article 2 as enacted here is the uniform text. The statute of limitations isn’t. Section 336.2-725 carries the standard rule in subsections (1) and (2) — four years from accrual, reducible by original agreement to not less than one year, never extendable, accruing “when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach,” with breach of warranty occurring “when tender of delivery is made” unless the warranty “explicitly extends to future performance.” Minnesota then bolted on two paragraphs that aren’t part of the uniform section.
The first covers goods that become part of a building:
The limitations in this section do not apply to actions for the breach of any contract for sale of a grain storage structure or other goods that are incorporated into an improvement to real property, except equipment and machinery. These actions are subject only to the statute of limitations set forth in section 541.051.
That paragraph lifts an entire category of goods cases off the UCC’s four-year clock and drops it into the construction limitations and repose statute — with its two-year discovery period and its ten-year bar on accrual measured from substantial completion. Those are two very different timing regimes, and the “except equipment and machinery” carve-out mirrors the exclusion in § 541.051, subd. 1(e). If the goods in your case ended up bolted to a building, don’t calendar the file off § 336.2-725 without reading that paragraph first. (See Minnesota’s Construction Repose Statute Does Not Bar Your Lawsuit. It Prevents Your Claim From Ever Existing.)
The second covers the non-merchant sale that damages other property:
This section does not apply to claims against sellers of goods for damages to property caused by the goods where the property that is damaged is not the goods and the sale is not a sale between parties who are each merchants in goods of the kind.
Read the two conditions together: damage to property other than the goods themselves, and a sale that is not merchant-to-merchant. Where both hold, § 336.2-725 supplies no limitations period at all. The textbook case is the furnace that burns the house down, sold by a merchant to a homeowner. It isn’t on the UCC’s four-year clock.
“As is” does not work in a Minnesota consumer sale
This departure reaches the most cases in practice, and it isn’t in chapter 336 at all.
Section 336.2-316(3)(a) says “as is” and “with all faults” exclude all implied warranties. Minnesota Statutes § 325G.18 says that’s not so in a consumer sale.
Subdivision 1. Merchantability and fitness for intended purpose. Unless disclaimed in the manner prescribed in subdivision 2, every consumer sale in this state shall be accompanied by an implied warranty that the goods are merchantable, and, in a consumer sale where the seller has reason to know that the goods are required for a particular purpose and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, an implied warranty of fitness. A seller may, however, limit damages or remedies for breach of implied warranties as provided in chapter 336.
Subd. 2. Disclaimers. No consumer sale on an “as is” or “with all faults” basis shall be effective to disclaim the implied warranty of merchantability, or, where applicable, the implied warranty of fitness, unless a conspicuous writing clearly informs the buyer, prior to the sale, in simple and concise language each of the following:
(1) the goods are being sold on an “as is” or “with all faults” basis; and
(2) the entire risk as to the quality and performance of the goods is with the buyer.
That’s four requirements, and each one stands on its own: a conspicuous writing; delivered prior to the sale; in simple and concise language; stating both listed points — not just that the sale is “as is,” but that the entire risk as to quality and performance rides with the buyer. (The subdivision grants one accommodation: in a mail order catalog sale, “the catalog may contain the required writing in lieu of the requirement of notification prior to the sale.”)
“Consumer sale” is defined narrowly enough to matter. Section 325G.17, subd. 2: “a sale of new goods, or as regards an express warranty, any goods, purchased primarily for personal, family, or household purposes, and not for agricultural or business purposes.” So the implied-warranty rule in § 325G.18 reaches new goods bought for personal, family, or household use.
Getting it wrong costs more than an ineffective disclaimer. Section 325G.20: “A violation of sections 325G.17 to 325G.20 shall be treated as a violation of section 325F.69. The remedies provided by sections 325G.17 to 325G.20 are cumulative and shall not be construed as restricting any remedy that is otherwise available.”
Section 325F.69 is the Prevention of Consumer Fraud Act, and Minn. Stat. § 8.31, subd. 1 lists “the Prevention of Consumer Fraud Act (sections 325F.68 to 325F.70)” among the laws the attorney general investigates. Subdivision 3a then provides that “[i]n addition to the remedies otherwise provided by law, any person injured by a violation of any of the laws referred to in subdivision 1 may bring a civil action and recover damages, together with costs and disbursements, including costs of investigation and reasonable attorney’s fees, and receive other equitable relief as determined by the court.”
So a defective “as is” disclaimer in a Minnesota consumer sale is a route to a fee-shifting statute. That changes the math on a case that’s otherwise worth less than it costs to bring. Minnesota courts have addressed what a private plaintiff must show to use the § 8.31, subd. 3a remedy, and I state no rule on that question here. But the statutory path exists, and it starts at § 325G.20.
For smaller goods disputes, settle the venue question early. See Minnesota’s Conciliation Court Handles Claims Up to $20,000. Most People Use It Wrong, and Some Should Not Use It at All.
Two checklists
If you bought defective goods:
- Send written notice of breach right away, and use the word. Section 336.2-607(3)(a) bars the remedy, not just part of it, and the clock runs from when you should have discovered the problem.
- Read the disclaimer for the word “merchantability.” If it isn’t there, the merchantability warranty was never excluded under § 336.2-316(2).
- Keep the repair log. Dates in, dates out, downtime, recurring failures, and what the seller said. That log is the § 336.2-719(2) case, and § 336.2-719(2) is what defeats a repair-or-replace limitation.
- If it was a consumer sale of new goods, check § 325G.18, subd. 2 before you concede an “as is” sale. A conspicuous writing, before the sale, in simple language, saying both required things — all four, or the disclaimer doesn’t work.
- Check the calendar hard if the goods were installed in a building. Section 336.2-725’s Minnesota paragraph may put the case on § 541.051’s clock instead.
If you sell goods:
- Say “merchantability.” Say it conspicuously, in a writing, placed where a reasonable person would notice it — § 336.1-201(b)(10) makes that a totality question for the court.
- Know what an exclusive limited remedy does and doesn’t buy you. Section 336.2-719(1)(b) requires exclusivity to be expressly agreed, and § 336.2-719(2) takes the entire limitation away if the remedy fails of its essential purpose. Do the repairs. The clause is worthless without them.
- Don’t lean on “as is” in a Minnesota consumer sale. Section 325G.18, subd. 2 sets four requirements, and § 325G.20 turns a failure into a § 325F.69 problem.
- Watch what the sales team knows. Section 336.2-315 arises from the seller’s reason to know the buyer’s purpose and reliance, and § 336.2-715(2)(a) measures consequential damages by what the seller had reason to know at the time of contracting. Both get made in conversations nobody wrote down.
People call Article 2 pro-buyer because it creates warranties the parties never negotiated. That’s backwards. Every warranty Article 2 creates, Article 2 also teaches the seller how to get rid of, and the instructions are right there in the statute: say “merchantability,” say it conspicuously, say “as is,” cap the remedy at repair or replacement, exclude consequential damages. A competent form contract does all five inside one paragraph.
What the Code keeps from the seller is narrow, and it’s procedural. The seller can’t make the buyer’s notice unnecessary, and the seller can’t keep a remedy that doesn’t work. Section 336.2-607(3)(a) is a condition the buyer must satisfy; § 336.2-719(2) is a condition the seller must satisfy. They come at the same idea from opposite ends. The Code enforces the deal the parties made on risk right up to the moment one of them stops performing, and then it quits enforcing it.
Minnesota stacks one more thing on top, and it’s the piece out-of-state counsel drafting into this state miss most often. In a Minnesota consumer sale of new goods, the Code’s own “as is” shortcut doesn’t work. Section 325G.18 demands a specific pre-sale writing saying two specific things, and § 325G.20 makes the failure a consumer fraud violation you can reach through a fee-shifting statute. A national form that satisfies § 336.2-316(3)(a) and stops there satisfies the UCC and violates Minnesota law. I’ve read a great many of them.
Madgett Law, LLC handles Minnesota disputes over defective goods and equipment — warranty and disclaimer analysis, revocation of acceptance, remedy limitations that failed, and consumer sales where the paperwork didn’t do what the seller thought it did. If you bought something that doesn’t work, or someone’s telling you your warranty was disclaimed, send us a message or call 612-470-6529.
Sources: Minn. Stat. § 336.2-313(1)(a)–(c), (2) (express warranties; affirmation, description, sample or model; no magic words; value, opinion, and commendation excluded); § 336.2-314(1), (2)(a)–(f), (3) (implied warranty of merchantability; merchant with respect to goods of that kind; the six merchantability components; other implied warranties from course of dealing or usage of trade); § 336.2-315 (implied warranty of fitness for a particular purpose); § 336.2-316(1)–(4) (exclusion or modification; consistent construction of express warranty and limitation; the “must mention merchantability” and conspicuousness requirements; the fitness safe-harbor sentence; “as is” and “with all faults”; examination or refusal to examine; course of dealing, course of performance, and usage of trade; cross-reference to §§ 336.2-718 and 336.2-719); § 336.1-201(b)(10) (definition of “conspicuous”; whether a term is conspicuous is a decision for the court); § 336.2-607(3)(a), (4) (notice of breach within a reasonable time after discovery “or be barred from any remedy”; burden on the buyer); § 336.2-711(1)–(3) (buyer’s remedies in general; cover; damages for nondelivery; security interest in rejected goods); § 336.2-714(1)–(3) (damages for accepted goods; the value-as-warranted measure; incidental and consequential damages in a proper case); § 336.2-715(1), (2)(a)–(b) (incidental and consequential damages; seller’s reason to know at the time of contracting; loss not preventable by cover; injury to person or property); § 336.2-719(1)–(3) (contractual modification or limitation of remedy; exclusivity must be expressly agreed; failure of essential purpose; unconscionability limit on consequential damage exclusions and the prima facie rule for personal injury from consumer goods); § 336.2-725(1), (2) and the two Minnesota paragraphs (four-year period, reduction to not less than one year, accrual at tender of delivery, explicit extension to future performance; goods incorporated into an improvement to real property subject only to § 541.051; inapplicability to non-merchant sales causing damage to property other than the goods) (History: 1965 c 811 s 336.2-725; 1989 c 187 s 1; 1991 c 352 s 1; 1993 c 305 s 1). Minn. Stat. § 325G.17, subds. 1–5 (definitions; “consumer sale”); § 325G.18, subds. 1 and 2 (implied warranties in consumer sales; the four “as is” disclaimer requirements; mail order catalog accommodation) (History: 1973 c 692 s 2); § 325G.20 (violation treated as a violation of § 325F.69; cumulative remedies) (History: 1973 c 692 s 4); § 8.31, subd. 1 (laws the attorney general investigates, including the Prevention of Consumer Fraud Act, §§ 325F.68 to 325F.70) and subd. 3a (private civil action, damages, costs and disbursements, costs of investigation, and reasonable attorney’s fees). All from the Minnesota Office of the Revisor of Statutes, 2025 Minnesota Statutes. Currency check: the Article 2 sections cited carry History lines ending in 1986 or earlier except § 336.2-725 (through 1993 c 305 s 1); §§ 325G.17, 325G.18, and 325G.20 carry 1973 c 692; § 8.31’s History line includes a 2025 first special session entry (1Sp2025 c 13 art 8 s 8), and the subdivision 1 and 3a text quoted here is the current text as published in the 2025 Minnesota Statutes. No 2026 session entries appear on the pages for any section cited.
This article is general legal information about Minnesota law, not legal advice, and reading it does not create an attorney–client relationship. Whether a warranty was created, effectively disclaimed, or timely asserted depends on the contract, the goods, the parties, and the dates. No outcome is promised or implied.