This clause attempts to address warranty obligations in the context of force-majeure events—unforeseeable circumstances beyond the parties' control, such as natural disasters, pandemics, wars, or severe supply chain disruptions. The clause typically states that the warrantor is not liable for product failures or defects caused by force-majeure events, or that warranty obligations are suspended during such events. This clause matters because it creates potential ambiguity: force-majeure events can cause goods to fail (a flood damages inventory, a pandemic disrupts manufacturing quality control), and this clause determines whether the warrantor must still honor warranties or whether they are excused from performance.
However, this clause is problematic because force-majeure and warranty law operate in different domains. Warranty law typically concerns the condition of goods at the time of sale and the warrantor's obligation to ensure fitness for purpose. Force-majeure clauses traditionally excuse performance of contractual obligations (like delivery), not the quality of goods already delivered. Mixing these concepts creates confusion: Does a force-majeure event excuse the warrantor from repairing goods damaged by that event? Or does it only excuse delays in providing warranty service? Courts interpret such clauses narrowly, and overly broad language may be unenforceable.
Avoid combining warranty and force-majeure language in a single clause, as this creates interpretive confusion. Instead, keep them separate: address warranty obligations in warranty clauses (what condition goods must be in, what defects are covered) and address force-majeure in a dedicated force-majeure clause (what events excuse performance and for how long). If you must address force-majeure in a warranty context, be specific: for example, "Warranty does not cover damage caused by force-majeure events occurring after delivery, but the Warrantor will repair or replace goods damaged by force-majeure at a discounted rate." Define which events qualify as force-majeure and set a clear timeline for when warranty obligations resume after the force-majeure event ends.
Frequently Asked Questions
What does this clause mean in simple terms?
This clause attempts to address warranty obligations in the context of force-majeure events—unforeseeable circumstances beyond the parties' control, such as natural disasters, pandemics, wars, or severe supply chain disruptions. The clause typically states that the warrantor is not liable for product failures or defects caused by force-majeure events, or that warranty obligations are suspended during such events.
Why should I care about this clause?
This clause matters because it creates potential ambiguity: force-majeure events can cause goods to fail (a flood damages inventory, a pandemic disrupts manufacturing quality control), and this clause determines whether the warrantor must still honor warranties or whether they are excused from performance. However, this clause is problematic because force-majeure and warranty law operate in different domains.
What are my options?
Warranty law typically concerns the condition of goods at the time of sale and the warrantor's obligation to ensure fitness for purpose. Force-majeure clauses traditionally excuse performance of contractual obligations (like delivery), not the quality of goods already delivered.
How does this affect small businesses?
Mixing these concepts creates confusion: Does a force-majeure event excuse the warrantor from repairing goods damaged by that event? Or does it only excuse delays in providing warranty service?