What is the difference between a warranty and a representation?

A warranty is a promise that gives a damages claim if untrue; a representation is a statement of fact that, if false, may support rescission for misrepresentation.

Can implied warranties be excluded?

In B2B contracts often yes, within limits; consumer law restricts disclaimers, and core conformity obligations cannot always be waived.

What remedies does a breach of warranty give in the Netherlands?

Typically repair, replacement, re-performance or a price reduction, as defined in the clause; if the clause is silent, statutory damages under BW 6:74 apply.

How long does a warranty period typically last?

It varies by product and industry, from 90 days for software to two years or more for construction; the clause should state the period and the trigger (delivery, acceptance or payment).

Can a warranty be sole remedy, preventing any other claim?

Yes, if drafted as the exclusive remedy. The supplier then limits exposure to repair or replacement, but courts may override this if the limitation is unreasonably onerous.

Warranties Clause

Promises about the quality, condition or legal status of goods, services or facts, with remedies if they prove untrue.

Cos'e

A warranty is a contractual assurance that something is true or will perform to a stated standard, for example that software is free of known defects or that a seller owns what it sells. Breach of warranty gives rise to a claim for damages, distinct from a mere representation.

Perché conta

Warranties allocate quality and legal-title risk and set the standard the supplier must meet. Clear warranties (and disclaimers) determine who pays when goods or services fall short, and they are central to product liability and acceptance.

Come applicarla

State each warranty precisely and tie it to an objective standard or specification.
Define the remedy: repair, replacement, re-performance or refund, and the time limit.
Disclaim all implied warranties not expressly given, where the law allows.
Distinguish warranties from representations, which carry different remedies.

Consigli per la negoziazione

• Buyers should resist a sole-remedy cap that excludes consequential loss for core warranties.
• Sellers should keep warranty periods short and remedies limited to repair or replacement.

Errori frequenti

• Confusing warranties and representations, which trigger different claims and remedies.
• Failing to disclaim implied warranties, leaving wider exposure than intended.

Riferimenti normativi

Salvo diversa indicazione, i riferimenti riguardano il diritto olandese (Burgerlijk Wetboek, il Codice Civile olandese); gli strumenti UE come il GDPR si applicano in tutta l'UE. Si tratta di informazioni generali, non di consulenza legale. Altre giurisdizioni trattano questi concetti in modo diverso. Verifichi il testo vigente e la propria situazione con un avvocato qualificato.

Domande frequenti

Domande comuni su questa clausola.