Warranty Clause: Meaning, Sample & Drafting Tips (India)
A warranty clause is a contractual assurance about the quality, performance, title or compliance of goods or services, with a stated remedy if the assurance proves untrue. In India, the Sale of Goods Act, 1930 implies certain conditions and warranties into sales, which the parties may vary by express agreement, subject to consumer law.
How it works under Indian law
The Sale of Goods Act, 1930 distinguishes a condition (essential to the contract — breach allows rejection) from a warranty (collateral — breach gives a claim for damages only), in section 12. Sections 14 to 17 imply terms such as title, correspondence with description, merchantable quality and fitness for purpose in certain cases.
Section 62 of the Sale of Goods Act allows implied terms to be negated or varied by express agreement or by course of dealing. Business-to-business contracts therefore usually replace the implied terms with a defined express warranty and remedy, and disclaim the rest.
For consumer contracts, the Consumer Protection Act, 2019 allows consumer commissions to declare "unfair contract" terms null and void, so sweeping disclaimers against consumers carry real risk. Service warranties are not covered by the Sale of Goods Act at all and depend entirely on the contract wording and the general law under the Indian Contract Act.
Drafting checklist
- Separate warranties (factual assurances) from representations and from performance standards in the SLA.
- Fix the warranty period and the trigger date (delivery, acceptance or go-live).
- State the remedy ladder: repair, replace, re-perform, refund, terminate.
- Decide whether the remedy is exclusive and how it interacts with the liability cap.
- List exclusions such as misuse, third-party items and unauthorised modification.
- In B2B sales, expressly address the implied terms under the Sale of Goods Act.
Sample warranty clause
Two versions: a standard position and an alternative you can offer in negotiation. Replace every [placeholder] before use.
Standard performance warranty
Standard position[Supplier] warrants that for a period of [12] months from [delivery / go-live] (the "Warranty Period"): (a) the [Goods / Deliverables] will conform in all material respects to the Specifications; (b) the Services will be performed with reasonable skill and care in accordance with good industry practice; and (c) it has the right to supply the [Goods / Deliverables] free of any charge or encumbrance. If [Customer] notifies a breach of this warranty within the Warranty Period, [Supplier] shall, at its option and cost, repair or replace the non-conforming item or re-perform the Services within [30] days. If [Supplier] fails to do so, [Customer] may terminate the affected order and recover the Fees paid for it.
Supplier-favourable version (exclusive remedy and disclaimer)
Supplier-favourable — limits remedies and disclaims implied terms in a B2B saleThe warranty in Clause [X] is subject to [Customer] using the [Goods / Deliverables] in accordance with the documentation, and does not apply to defects caused by misuse, modification by anyone other than [Supplier], or third-party products. Repair, replacement or re-performance is [Customer]'s sole and exclusive remedy for breach of warranty. Except as expressly set out in this Agreement, and to the extent permitted by applicable law, all other warranties and conditions, whether express or implied by statute (including under the Sale of Goods Act, 1930), course of dealing or otherwise, are excluded.
Who pushes for what
Typical negotiating positions on each side of the table.
Customer / buyer
Wants a longer warranty period starting at acceptance, fitness for its stated purpose and a right to reject or terminate.
Supplier / service provider
Wants a short period from delivery, repair-or-replace as the exclusive remedy and exclusion of implied terms.
Common middle ground
Specification-based warranty from acceptance, exclusive remedy with a refund backstop if repair fails.
Common mistakes
- A blanket disclaimer in a consumer contract — vulnerable as an unfair contract term.
- No remedy stated, leaving the customer to a damages claim it must prove.
- Calling a fundamental term a "warranty", which can limit the customer to damages instead of rejection.
- Warranty period that starts on delivery when the goods will only be installed months later.
Frequently asked questions
What is the difference between a condition and a warranty?
Under section 12 of the Sale of Goods Act, 1930, a condition is essential to the main purpose of the contract and its breach allows the buyer to reject the goods. A warranty is collateral and its breach only gives a right to damages.
Can implied warranties be excluded in India?
In sale of goods, section 62 allows implied terms to be negated or varied by express agreement. In consumer contracts, unfair terms can be struck down under the Consumer Protection Act, 2019, so exclusions should be narrow and clearly disclosed.
Is a warranty the same as a guarantee?
No. A warranty is an assurance by the supplier about its own goods or services. A contract of guarantee under section 126 of the Indian Contract Act involves a third party (the surety) answering for another person's default.
Related tools, formats and guides
Build a clause library with approved fallbacks in CaseDocker
Store your approved clause language and pre-agreed fallback positions in CaseDocker's Contract Management module, and use Playbooks to route any deviation to the right approver before the contract goes out for signature.