Also known as: basis of the bargain
Written by attorneys · grounded in primary & secondary sources — see below
A prerequisite for the creation of an express warranty under the Uniform Commercial Code that an affirmation of fact, promise, description, or sample must satisfy to bind the seller. The requirement focuses on whether the seller's statement or representation was a material factor in the buyer's decision to enter the transaction.
Select any source to read its text and confirm it supports the definition.
Sigma Livestock's salesperson told Gold Greenhouse during a field demonstration that the seeds would produce at least 200 bushels per acre under normal conditions. Gold Greenhouse ordered a large quantity in reliance on that statement. When the crop yield fell substantially below the promised amount, the affirmation operated as part of the basis of the bargain and supported Gold Greenhouse's claim for breach of express warranty.
Cedar Plastics contracted with Sun Assembly for industrial-grade, rust-resistant steel sheets meeting premium corrosion standards. The precise description appeared in the contract documents. When the delivered sheets corroded quickly under ordinary humidity, the description functioned as part of the basis of the bargain and gave rise to an express warranty claim.
Horizon Fund showed Dawn Financial a sample currency counting machine at a branch office meeting and represented that production units would match its performance. Dawn ordered ten machines after the demonstration. When the delivered machines jammed repeatedly and missed counterfeit notes, the sample operated as part of the basis of the bargain and supported an express warranty claim.
Liggett made statements in safety advertisements about its cigarettes before 1966. Rose Cipollone purchased and smoked the cigarettes after seeing those statements. The advertisements formed part of the basis of the bargain and supported her express warranty claim against the manufacturer.
No. The Uniform Commercial Code requires only that the affirmation, promise, or description become part of the basis of the bargain. Official comments indicate that proof of specific reliance is not necessary once the statement is shown to have been a material factor in the transaction.
Supporting sources
Yes. A seller's pre-contract affirmation of fact or promise can form part of the basis of the bargain even if the final writing contains an integration clause, provided the statement was a material inducement to the purchase and the contract does not clearly disclaim reliance on it.
…as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise. (b) Any description of the goods which is made part of the basis of the bargain creates an express…
…(7) (See fn. 10.) The key under this section is that the seller's statements — whether fact or opinion — must become "part of the basis of the bargain
…the statement be "an affirmation of fact or promise made by the seller that relates to the goods" and that the affirmation be "part of the basis of the bargain
…as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain
Supporting sources
No. The Uniform Commercial Code expressly provides that formal words such as 'warrant' or 'guarantee' are unnecessary. A factual affirmation or description becomes part of the basis of the bargain based on its content and role in the transaction, not on any particular label.
Supporting sources
A specific, measurable claim tied to the goods and made in a commercial sales context, such as a stated yield per acre or operating hours, qualifies as an affirmation of fact. Vague or comparative statements about value or general durability remain opinion and do not satisfy the requirement.
Supporting sources