When a Minnesota business sells goods, the contract is rarely the only document creating warranties. The Uniform Commercial Code, adopted in Minnesota at chapter 336, layers in implied warranties by default and treats statements in spec sheets, sales calls, emails, and product samples as express warranties whether or not the parties intended them. CEOs who think their warranty exposure is whatever the written contract says are usually wrong. The exposure is whatever the written contract says, plus whatever the salesperson said, plus the implied warranties that attach by operation of law unless they are properly disclaimed.
This article walks through the four categories of warranty under Minnesota law (express, merchantability, fitness for a particular purpose, and the trade-usage warranties), how each one is created, what it covers, and what it actually takes to disclaim them. For the broader contract picture, our Minnesota business contract attorney overview puts these warranty rules in context, and our UCC Article 2 sale of goods primer covers the surrounding framework.
What is the difference between an express and an implied warranty in Minnesota?
An express warranty is something the seller affirmatively says or shows: a promise about the goods, a description of the goods, a sample or model. It comes from the seller’s words or conduct. An implied warranty, by contrast, attaches automatically by operation of law when the seller meets certain criteria (most importantly, being a merchant in goods of that kind), unless the contract validly disclaims it. Both are governed by the same chapter of Minnesota law, Minn. Stat. ch. 336, but they are created in opposite directions: express warranties because the seller said something, implied warranties because the seller did not say enough to opt out.
The practical consequence is that a seller can have warranty exposure even when the written contract is silent. The implied warranties fill the gap. A seller who wants to avoid that result has to draft around them affirmatively, in conspicuous language, using the specific words the statute requires. Silence does not disclaim; it accepts.
What kinds of statements create an express warranty (and what does not)?
Three kinds of seller conduct create express warranties under Minn. Stat. § 336.2-313. First, any affirmation of fact or promise about the goods that becomes part of the basis of the bargain creates an express warranty that the goods will conform. Second, any description of the goods that becomes part of the basis of the bargain creates an express warranty that the goods will conform to the description. Third, any sample or model made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.
The statute is deliberately broad. It does not require the seller to use formal words like “warrant” or “guarantee,” and it does not require any specific intention to make a warranty. It does, however, draw a line in subdivision (2): “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.”
This is the puffing carve-out. “This is the best machine on the market” is opinion. “This machine processes 200 units per hour” is a fact, and the seller has just warranted that performance.
In my practice, the express-warranty disputes that surface most often start with a spec sheet or pre-sale email the parties never folded into the signed contract: the buyer’s lawyer attaches the spec sheet to the complaint, and the seller is suddenly defending a performance number nobody negotiated. The risk lives in three places: spec sheets and product literature (descriptions), salesperson conversations (affirmations of fact), and demonstration units or samples (models). A well-run business contract carries an integration clause specifying that only the written terms of the agreement create warranties, but courts often read those clauses against the drafter, and an integration clause does not automatically erase a description that itself appears in the contract or in incorporated documents. For a deeper look at how integration clauses interact with prior representations, see warranty exclusion clause.
What does the implied warranty of merchantability cover?
Under Minn. Stat. § 336.2-314, a warranty that the goods will be merchantable is implied in any contract for sale, unless excluded or modified, if the seller is a merchant with respect to goods of that kind. This is the workhorse warranty in Minnesota commercial sales. It does not promise that the goods are perfect; it promises that they are minimally fit for the ordinary purpose buyers in the trade expect.
The statute lists six benchmarks for merchantability. The two that matter most in real disputes are that the goods must “pass without objection in the trade under the contract description” and must be “fit for the ordinary purposes for which such goods are used.”
Container and label requirements (the goods must be “adequately contained, packaged, and labeled as the agreement may require”) create an additional layer of exposure for sellers of consumer products and food. The statute also clarifies, in subdivision (1), that serving food or drink for value (whether consumed on premises or elsewhere) is a sale of goods, which folds restaurants and food-service operators into the merchantability framework.
Two important limits. First, the warranty only attaches if the seller is a merchant in goods of that kind. A law firm selling its used office furniture to an employee is not making a merchantability warranty. A furniture dealer doing the same sale is.
Second, the warranty can be displaced by other implied warranties arising from course of dealing or trade usage, also under § 336.2-314. Industries with established defect-rate norms (commodity grain, certain industrial parts) often supply their own merchantability content through trade usage, and the written contract should be read against those norms when a dispute hits.
When does the implied warranty of fitness for a particular purpose apply?
Fitness for a particular purpose is the warranty that gets sellers in trouble most often, because it does not require the seller to be a merchant. Under Minn. Stat. § 336.2-315, the warranty arises whenever 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. The warranty is that the goods will be fit for that purpose.
Two elements have to be present. First, the seller must have reason to know the buyer’s particular purpose, which is something narrower than the ordinary use of the goods. Buying paint is ordinary use; buying paint that will hold up to outdoor industrial conditions in a saltwater environment is a particular purpose.
Second, the buyer must be relying on the seller’s expertise to pick or furnish the right goods. A buyer who shows up with a precise specification and demands exactly that product is not relying on the seller; a buyer who says “I need something that will work for X” and lets the seller choose, is.
The fitness warranty is the most common warranty exposure for industrial distributors, contractors, equipment suppliers, and consultants who recommend products. The protective response is documentary: a written acknowledgment that the buyer has chosen the product based on the buyer’s own engineering or specification, plus a clean fitness disclaimer in the contract.
How do I disclaim implied warranties in Minnesota?
The disclaimer rules are technical, and Minnesota courts enforce the technicalities. Minn. Stat. § 336.2-316 sets two distinct standards.
To exclude or modify the implied warranty of merchantability, the language must mention the word “merchantability,” and (if the disclaimer is in a writing) the disclaimer must be conspicuous. To exclude or modify the implied warranty of fitness for a particular purpose, the disclaimer must be in writing and must be conspicuous. The statute provides a safe-harbor formulation that satisfies both requirements: “There are no warranties which extend beyond the description on the face hereof.”
“Conspicuous” is a term of art. It means the language is presented so that a reasonable person against whom it is to operate ought to notice it. In practice, that means contrasting type or color, ALL CAPS or bold, set off from surrounding text, and placed where the buyer will actually see it before accepting. A disclaimer in identical font, in dense fine print, on the back of an invoice, after the buyer has already paid, is not conspicuous, and courts have routinely struck disclaimers that thought they were close enough.
Three additional gates apply. First, the disclaimer has to be part of the bargain at the time of contracting; one delivered for the first time on a packing slip after the deal is struck is too late.
Second, an express warranty cannot be silently disclaimed. Section 336.2-316 says that warranty creation language and warranty disclaimer language are to be construed as consistent where reasonable. If the contract describes the goods as “industrial-grade” on page one and disclaims everything on page four, the disclaimer does not erase the express warranty created by the description.
Third, the disclaimer rules sit underneath the federal Magnuson-Moss overlay for consumer products, discussed below.
How does an “AS IS” clause work in Minnesota?
An “AS IS” clause works in Minnesota when it is conspicuously presented and uses language that, in common understanding, calls the buyer’s attention to the exclusion of warranties under § 336.2-316(3)(a). Section 336.2-316(3)(a) provides a separate path to disclaim all implied warranties, distinct from the merchantability and fitness language above. The statute permits “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.” When that language is used, the seller does not have to mention “merchantability” by name, and the magic-words requirement of subdivision (2) does not apply.
Courts often read the AS IS path as carrying a comparable attention-getting requirement. The phrase has to be presented in a way that calls the buyer’s attention to it. Buried AS IS language in dense paragraph text routinely fails. Section (3) also recognizes two other avenues for disclaiming implied warranties: examination by the buyer, and course of dealing or trade usage. Subdivision (3)(b) provides that if the buyer before entering the contract has examined the goods or the sample as fully as the buyer desired, or has refused to examine after the seller offered, there is no implied warranty as to defects an examination ought in the circumstances to have revealed.
For more on how this plays out in business-to-business sales, see enforceability of as is clauses in B2B deals and the related discussion of inspection rights before acceptance under UCC 2-513, which together cover the seller’s defensive playbook.
How does a remedy-limitation clause work when a warranty applies?
Disclaiming the warranty is one strategy. Limiting the remedy if the warranty does apply is a separate, often more practical, strategy. Minn. Stat. § 336.2-719 lets the parties agree on remedies in addition to or in substitution for the UCC’s default remedies, and lets them limit or alter the measure of damages recoverable. The most common limitation in goods contracts is a repair-or-replace remedy: the buyer’s exclusive remedy for a warranty breach is repair or replacement of the defective goods, with no further damages.
Two important limits. First, subdivision (2) provides that “where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.” If the seller cannot or will not repair, and cannot or will not replace, the limited remedy fails, and the buyer can fall back on the chapter’s default remedies. Second, subdivision (3) governs consequential damages: they may be limited or excluded unless the limitation is unconscionable. A consequential-damages limit “for injury to the person in the case of consumer goods is prima facie unconscionable,” but a commercial-loss limit is not.
The drafting lesson is to keep the remedy-limitation clause and the consequential-damages waiver as two separate, independently enforceable provisions. When they are bundled in a single sentence, a court that strikes one for failure of essential purpose can sometimes pull the other down with it. Two clauses, two purposes, two sentences.
What does Magnuson-Moss change for consumer-product warranties?
For sales of consumer products, the federal Magnuson-Moss Warranty Act adds a layer that supersedes Minnesota’s UCC disclaimer rules in one critical situation. Under 15 U.S.C. § 2308, no supplier may disclaim or modify any implied warranty to a consumer with respect to a consumer product if (a) the supplier makes any written warranty to the consumer, or (b) the supplier enters into a service contract with the consumer at the time of sale or within 90 days of it.
The supplier can still limit the duration of the implied warranty to the duration of the written warranty, but only if the limitation is reasonable, conscionable, set forth in clear and unmistakable language, and prominently displayed on the face of the warranty. A flat disclaimer is preempted. Any disclaimer, modification, or limitation that violates the section is ineffective for purposes of the Act and state law alike.
This is the rule most commonly missed when a Minnesota business takes a B2B disclaimer it has used for years and pastes it into a consumer-facing contract. In the consumer-product disclaimer reviews I run for Minnesota sellers, more than half of the contracts I see contain a flat implied-warranty disclaimer alongside a written warranty card or a service-contract offer, which is exactly the combination § 2308 strikes. The state-law disclaimer language is technically fine; the federal overlay strikes it because the seller also offered a one-year written warranty. For sellers that operate across both consumer and commercial channels, the practical answer is to maintain two disclaimer templates, not one.
What does the buyer have to do after discovering a defect?
The warranty exists, the disclaimer fails, the goods do not conform. What does the buyer have to do next? Minn. Stat. § 336.2-607(3)(a) imposes a critical condition: “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.”
This rule cuts in both directions. For sellers, it means that a buyer who keeps using the goods without complaint, then sues months or years later, can lose the case on notice grounds even if the goods plainly breached the warranty. For buyers, it means that the act of complaining (clearly, in writing, with enough detail to identify the breach) is itself a substantive legal step, not just a customer-service one. The statute does not require any particular form of notice, but the date of notice often becomes the central fact in any later dispute, and a documented written notice is the cleanest record.
What counts as “reasonable time” varies with the goods, the trade, the relationship, and whether the buyer is a consumer or a merchant. Perishable goods get a shorter clock than capital equipment. The conservative answer for any business buyer is to give written notice as soon as the breach is identified, preserve the communication, and continue notifying as additional defects surface.
Can my salesperson's verbal statements bind the company to a warranty?
Yes. Minnesota’s express-warranty statute does not require formal words like ‘warrant’ or ‘guarantee,’ and it does not require a writing. An affirmation of fact or a description of the goods that becomes part of the basis of the bargain creates an express warranty, even if it came out of a sales call. The protective move is to train sales staff on the difference between a description of the product (warranty) and a sales pitch about value or opinion (not a warranty), and to put an integration clause in the written agreement so spec sheets and emails do not bleed in unintentionally.
Do I make implied warranties if I am a one-time seller of used equipment?
The implied warranty of merchantability only applies if the seller is a merchant with respect to goods of that kind. A one-time seller, or a seller dealing outside their normal line of goods, generally is not a merchant under the statute and does not give the merchantability warranty by default. The implied warranty of fitness for a particular purpose can still apply, however, because it is not limited to merchants. A clean written disclaimer is still the safer answer than relying on merchant status.
Does putting 'AS IS' in 12-point text on the invoice count as conspicuous?
Often yes, but conspicuousness depends on the surrounding document, not just the type size. The disclaimer must be presented so that a reasonable person against whom it is to operate ought to notice it. Bold capitals or contrasting type, set off from surrounding text and placed where the buyer would actually see it before accepting, is the practical floor. AS IS buried in dense fine print on the back of an invoice routinely fails the conspicuousness test even though the magic words are correct.
Can I disclaim implied warranties on consumer products if I offer a written warranty?
No. The federal Magnuson-Moss Warranty Act prohibits a supplier from disclaiming implied warranties on a consumer product when the supplier also gives any written warranty or enters a service contract with the buyer within 90 days of sale. The supplier can limit the duration of the implied warranty to the duration of the written warranty if the limitation is reasonable, conscionable, and conspicuous, but a flat disclaimer is preempted. This is the most commonly missed rule when a Minnesota business copies a B2B disclaimer into a consumer-facing contract.
What happens if my limited-repair remedy fails: am I still off the hook for consequential damages?
Maybe not. Minnesota’s UCC says that when an exclusive or limited remedy fails of its essential purpose, the buyer can fall back on the default remedies of the chapter. Whether a separate consequential-damages waiver survives that failure is a recurring fight, and courts often treat the two clauses as analytically distinct, but a poorly drafted single-sentence remedy clause that bundles repair-or-replace with the consequential-damages bar tends to collapse together when the repair remedy breaks down. Drafting them as two separate, independently enforceable provisions is the safer path.
Can a buyer who never inspected obvious defects still sue?
Generally no, for defects an examination would have revealed. The UCC says that when the buyer before entering into the contract has examined the goods, the sample, or the model as fully as the buyer desired, or has refused to examine, there is no implied warranty as to defects an examination ought in the circumstances to have revealed. This is one of the few warranty rules that runs in the seller’s favor without any disclaimer language at all, and offering inspection in writing is a useful protective step in higher-stakes transactions.
Does the buyer have to formally complain in writing for a warranty claim to survive?
The statute requires notice of the breach within a reasonable time after the buyer discovers or should have discovered it, with no specified format. Written notice is strongly preferred for proof reasons, but a documented phone call, email, or service ticket has been treated as sufficient in many cases. The risk runs the other way: a buyer who waits too long, or who keeps using the goods without complaint, can be barred from any remedy even though the goods plainly breached the warranty. Sellers who get an early complaint should preserve the communication, because the date of notice often becomes the central fact in any later dispute.
Warranties in Minnesota goods sales operate on a default-on, default-off model. Implied warranties attach automatically; express warranties attach the moment the seller says something concrete about the goods; both can be disclaimed only by carefully drafted, conspicuous, statute-compliant language. Even when the warranty is enforceable, the remedy and damages exposure can be limited by separate well-drafted clauses, subject to the failure-of-essential-purpose and unconscionability backstops. For consumer products, the federal Magnuson-Moss overlay shrinks the disclaimer toolkit considerably. The throughline is that the contract drafting matters, and the documents speak for the parties long after the deal is signed.
If you’d like a second set of eyes on a specific Minnesota goods contract, disclaimer, or warranty dispute, email [email protected] with a brief description and any relevant documents.
For broader context on the surrounding rules, see our Minnesota business contract attorney overview and the Uniform Commercial Code (UCC) law in Minnesota summary.
