Breach of Warranty Claims Between Businesses in California (Express and Implied)

Last updated: November 2026

A breach of warranty claim in California arises when goods a business bought do not match what the seller promised (an express warranty). It also arises when the goods fall below the quality the Commercial Code implies in a merchant's sale (the implied warranty of merchantability). The buyer must notify the seller within a reasonable time after discovering the problem or lose the claim. Kolmogorov Law, P.C. handles commercial warranty disputes for buyers and sellers in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss defective goods, a rejected shipment, or a warranty demand your company has received.

Express warranties: what counts as a promise

An express warranty does not require the word warranty. Any affirmation of fact or promise by the seller that relates to the goods and becomes part of the basis of the bargain creates one. So does a description of the goods or a sample or model. (Com. Code, § 2313, subd. (1).) What the seller does get is a carve-out: a statement merely of value, or merely the seller's opinion or commendation, is puffing and not a warranty. (Com. Code, § 2313, subd. (2).)

"Rated for 10,000 cycles" is a fact. "Built to last" is opinion. A spec sheet, a purchase order description, and a sample unit shown at a trade show can all become part of the bargain.

Implied warranties: merchantability and fitness

When the seller is a merchant with respect to goods of that kind, the law implies a warranty that the goods are merchantable unless it is properly excluded. (Com. Code, § 2314, subd. (1).) Merchantable goods must, among other things, pass without objection in the trade under the contract description and be fit for the ordinary purposes for which such goods are used. (Com. Code, § 2314, subd. (2).)

A second implied warranty arises when the seller has reason to know the buyer's particular purpose and that the buyer is relying on the seller's skill to select suitable goods. (Com. Code, § 2315.)

Sellers can disclaim both, but the statute sets the rules. A disclaimer of merchantability must mention merchantability and, if written, must be conspicuous; a fitness disclaimer must be in a conspicuous writing. (Com. Code, § 2316, subd. (2).) Language like "as is" or "with all faults" excludes implied warranties unless the circumstances indicate otherwise. (Com. Code, § 2316, subd. (3).) Small print on the back of an invoice often fails that test.

How breach of warranty disputes come up for California businesses

A distributor orders packaging film described as food-grade and receives rolls that fail a customer's audit. The seller points to a one-line "as is" term in its online conditions that the buyer never saw.

A manufacturer sells a custom machine with a written warranty limited to repair or replacement. The machine never runs at the promised rate, repairs fail, and the buyer wants the lost profits the seller says the remedy clause bars.

The notice rule that ends more cases than any defense

After accepting goods, the buyer must notify the seller of breach within a reasonable time after it discovers or should have discovered the breach, or be barred from any remedy. (Com. Code, § 2607, subd. (3)(A).) The statute does not set a number of days, and courts look at the circumstances. But a buyer who complains for the first time in a lawsuit has a problem.

I tell clients to send written notice the week the defect is confirmed, to describe the problem specifically, and to keep the goods available for inspection. The notice does not need to threaten anything. It needs to exist.

Damages, remedy limits, and the four-year clock

For accepted goods, the basic measure is the difference between the value of the goods as accepted and the value they would have had as warranted, with incidental and consequential damages available in a proper case. (Com. Code, § 2714, subds. (2), (3).) Consequential damages include losses from the buyer's needs that the seller had reason to know about at contracting and that could not reasonably have been prevented by cover. (Com. Code, § 2715, subd. (2)(a).) Our contract damages page explains how these categories are proved.

Sellers often limit remedies to repair and replacement and exclude consequential damages. California permits both, but an exclusive remedy that fails of its essential purpose opens the door to the Code's other remedies, and a consequential damages exclusion for a commercial loss stands unless proven unconscionable. (Com. Code, § 2719, subds. (2), (3).)

An action for breach of a contract for sale must be filed within four years after it accrues. A breach of warranty ordinarily accrues on tender of delivery, not on discovery, unless the warranty explicitly extends to future performance. (Com. Code, § 2725, subds. (1), (2).) The parties may shorten that period by original agreement to as little as one year. (Com. Code, § 2725, subd. (1).) Compare the general periods in our statutes of limitations guide.

What we do

For buyers, we build the warranty record: the promises, the specifications, the notice, the inspection evidence, and the loss. For sellers, we test whether a warranty was ever made, whether the disclaimer was conspicuous, whether notice came too late, and whether the remedy limitation holds. Related issues such as rejection, revocation, and battle of the forms are covered on our sale of goods page.

Where warranty cases are heard

Commercial warranty cases are filed in the Superior Court, usually the Central Justice Center in Santa Ana for Orange County and the Stanley Mosk Courthouse for Los Angeles. Disputes with out-of-state suppliers often qualify for the Central District of California in Santa Ana or Los Angeles, and many supply contracts send the dispute to arbitration instead.

What to bring to the first meeting

Bring the purchase order, quote, invoice, and any terms and conditions from either side. Add the catalog pages, spec sheets, emails, and samples that described the goods. Bring your written notice of the defect and the seller's response, photographs or test results, and a summary of what the defect has cost you.

Frequently asked questions

What is breach of warranty in California?

It is a claim that goods sold did not conform to a promise the seller made (express warranty) or to the quality the Commercial Code implies in a merchant's sale (implied warranty). The buyer recovers the difference in value plus, in a proper case, incidental and consequential damages. (Com. Code, § 2714.)

Does an express warranty have to be in writing?

No. An affirmation of fact, a description, or a sample that becomes part of the basis of the bargain creates an express warranty, whether or not the seller used formal words or intended a warranty. (Com. Code, § 2313.) Proving an oral promise is harder, and a written contract with an integration clause may exclude it.

What is the implied warranty of merchantability?

It is the warranty, implied in every sale by a merchant of that kind of goods, that the goods will pass without objection in the trade and are fit for their ordinary purposes. (Com. Code, § 2314.) It can be excluded only by language that mentions merchantability and is conspicuous if written, or by terms such as "as is." (Com. Code, § 2316.)

How long do I have to sue for breach of warranty in California?

Four years from when the claim accrues, and a warranty claim usually accrues when the goods are delivered, even if the defect was not yet known. (Com. Code, § 2725.) The contract may shorten the period to one year. The separate notice requirement runs much sooner, within a reasonable time after discovery. (Com. Code, § 2607, subd. (3)(A).)

Can a seller limit warranty damages to repair or replacement?

Usually, yes. The Code allows the parties to limit remedies and to exclude consequential damages for commercial losses unless the limitation is unconscionable. (Com. Code, § 2719.) If the repair remedy fails of its essential purpose, the buyer may pursue the Code's other remedies.

Talk to a California breach of contract attorney

If goods your business bought or sold have become a warranty dispute, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the warranty language, the notice given, and the court.