Implied Warranty of Merchantability

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Article 2 of the Uniform Commercial Code ("UCC") governs the sale of goods.  According to UCC § 2-314, 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.  An implied warranty of merchantability may be excluded or modified by words or conduct subject to the provisions of UCC § 2-316.

For goods to be merchantable, they must be at least such as:

  • (a) pass without objection in the trade under the contract description; and
  • (b) in the case of fungible goods, are of fair average quality within the description; and
  • (c) are fit for the ordinary purposes for which such goods are used; and
  • (d) run, within the variations permitted by the agreement, of an even kind, quality within each unit and among all units involved; and
  • (e) are adequately contained, packaged and labeled as the agreement may require; and
  • (f) conform to the promise or affirmations of fact made on the container or label if any