How to review a warranty clause

A warranty is a promise that something is true or will perform as described, with a remedy if it is not. Warranty clauses also disclaim the warranties the law would otherwise imply. This guide covers how to read a warranty clause in a goods, services or software contract, the US rules that apply, and how to review it in Word with LexDraft.

Last checked: 18 October 2026. The law changes; check the current position before relying on this page.

The US rules that shape warranty clauses

• Express warranties. Under UCC section 2-313, an affirmation of fact, a promise, a description or a sample that is part of the basis of the bargain creates an express warranty for goods.
• Implied warranties. A merchant seller impliedly warrants that goods are merchantable (section 2-314). If the seller knows the buyer's particular purpose and the buyer relies on the seller's skill, goods must also be fit for that purpose (section 2-315).
• Disclaimers. Under section 2-316, a disclaimer of merchantability must mention merchantability and, if written, be conspicuous; a disclaimer of fitness must be in writing and conspicuous. Wording such as "as is" can exclude implied warranties.
• Consumer products. The Magnuson-Moss Warranty Act limits disclaimers: a supplier that gives a written warranty on a consumer product cannot disclaim implied warranties, though a limited warranty can limit their duration to the warranty period.
• Warranties as bargained-for promises. In New York, a buyer can enforce an express warranty even if it doubted the statement was true, because the warranty is part of the bargain (CBS Inc. v. Ziff-Davis Publishing Co., 75 N.Y.2d 496 (1990)).

Clause checklist

• What is warranted. Conformity with specifications or documentation, freedom from defects, title and non-infringement, compliance with law, services performed in a professional and workmanlike manner, no malicious code.
• Warranty period. When it starts (delivery, acceptance or go-live) and how long it runs.
• Remedies. Repair, replace, re-perform or refund. If these are the exclusive remedy, check UCC section 2-719: if an exclusive limited remedy fails of its essential purpose, other remedies may become available.
• Exclusions. Misuse, modification by the customer, third-party components and use outside the documentation.
• Disclaimer placement. Make the disclaimer conspicuous, usually in capitals or bold, and check that it does not undercut express warranties given elsewhere.
• Representations and warranties. If the contract uses both words, check whether the difference matters under the governing law, for example for reliance or misrepresentation claims.
• Interaction with the cap. Warranty claims usually sit inside the limitation of liability. See our limitation of liability guide.

A warranty clause review workflow in Word

LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so the agreement never leaves the tool you already draft in.

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the governing law. Select the state named in the governing law clause so LexDraft looks for state-specific red flags.
3. Run the review. Run the review on the whole agreement. For NDAs, SaaS MSAs, DPAs and services agreements, run the matching playbook on the whole agreement; for other contracts LexDraft runs a general review against the governing law you chose. LexDraft has no separate clause-only playbook.
4. Triage by severity. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
5. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI.
6. Accept or reject each redline. Accepted changes land as native Word tracked changes.
7. Verify and sign off. You check every output before it goes to the client or the other side.

What LexDraft does not do

LexDraft does not give legal advice or decide whether a disclaimer is effective. Nothing changes in your document until you accept a redline.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.