Warranty Clause template clause

    Updated: 22 March 2026

    Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.

    Clause text

    Article [X] – Warranty

    1. [Supplier] warrants that the Deliverable shall, for a period of [duration] months following [the date of delivery / the date of acceptance] ("the Warranty Period"), be free from defects in materials and workmanship and conform to the specifications set out in Schedule [Y].

    2. If a Defect arises during the Warranty Period, [Supplier] shall, at [Supplier]'s election and at no additional cost to the Buyer:
    (a) repair the Defect within [e.g. 10] Business Days of receiving written notice; or
    (b) replace the defective item with a conforming equivalent; or
    (c) where repair or replacement is not reasonably practicable, refund a proportionate part of the fees paid.

    3. The warranty in paragraph 1 shall not apply to Defects arising from:
    (a) improper use, handling, or storage by the Buyer or any third party;
    (b) fair wear and tear;
    (c) modifications to the Deliverable made by the Buyer or a third party without [Supplier]'s prior written consent;
    (d) failure to follow [Supplier]'s installation, operating, or maintenance instructions.

    4. To claim warranty rights, the Buyer must notify [Supplier] in writing of any Defect as soon as reasonably practicable after discovery, and in any event no later than [e.g. 30 days] after the end of the Warranty Period. Claims submitted after this period shall be time-barred.

    5. [Supplier]'s liability for any Defect is limited to the remedies in paragraph 2 and is subject to the liability limitations in Article [Z].

    What does this clause mean?

    A warranty clause defines the seller's obligation to remedy defects discovered after delivery. It gives the buyer a clearly defined remedy — repair, replacement, or refund — without having to rely on general sale of goods law.

    This template uses a seller-elected remedy: the seller chooses whether to repair, replace, or refund. Buyers in a strong negotiating position often push for buyer-elected remedies, or a hierarchy in which repair must be attempted first. The appropriate structure depends on the bargaining balance and the nature of the goods or services.

    Warranty disputes often arise because parties cannot reconstruct what was agreed after the fact. Research from Ironclad (2025) shows that 92% of contract management errors are human errors. Detailed exclusions and a clear notification procedure in paragraphs 3 and 4 make these disputes easier to resolve and reduce the risk of claims being admitted for damage caused by the buyer's own actions. World Commerce & Contracting estimates that 9.2% of annual revenue is lost to poor contract management — untracked warranty periods are a common and preventable contributor.

    When should you use this clause?

    Include a warranty clause in any contract for the supply of goods, software, or project-based services. For manufactured goods, a warranty of 12 months from delivery is standard. For bespoke software, linking the warranty period to the acceptance date gives the buyer time to test the system before the clock starts.

    Warranty clauses are particularly important in technology contracts. Software defects and integration failures frequently emerge only after the buyer has begun using the system in a production environment. A warranty period of 3 to 6 months following acceptance is common for software delivery, though complex enterprise systems often justify a longer period.

    Active warranty management matters for both sides. Build warranty expiry dates into your contract management system so that claims are submitted and acted upon within the agreed period. Letting a warranty period lapse without pursuing a known defect is a direct and avoidable form of value leakage.

    Customize these elements

    • 1Set the Warranty Period based on the product type: 3-6 months for software, 12 months for equipment, 2-5 years for construction works
    • 2Link the start of the Warranty Period to the acceptance date rather than the delivery date for products requiring installation or testing
    • 3Specify the maximum repair turnaround time in paragraph 2(a) — shorter for mission-critical systems (48-72 hours), longer for non-critical items
    • 4Consider a rolling warranty: the Warranty Period restarts for any repaired or replaced item from the date of repair or replacement
    • 5Specify whether the seller is required to maintain a spare parts inventory or software update support during the Warranty Period

    Sources

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