Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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If you sell goods or services, warranties are one of the key ways you manage risk and keep customers happy.
But what happens when a warranty is breached - and what remedies are on the table?
In this guide, we’ll walk through the common remedies for breach of warranty under UK law, how they differ in B2B and consumer contexts, and practical steps to handle claims efficiently while protecting your bottom line.
What Is A Warranty (And How Is It Different From A Condition)?
In contract law, a warranty is a contractual promise about quality, performance or other specific aspects of your goods or services. Think of statements like “the software will conform to the specification for 12 months” or “the parts are free from defects in materials and workmanship.”
Conditions and warranties are not the same. A condition goes to the root of the contract - a serious term. Breach of a condition usually allows the innocent party to terminate and claim damages. A warranty is a lesser term: breach of warranty gives a right to damages but not (on its own) to terminate the entire contract, unless your contract expressly says otherwise or the overall breach amounts to a repudiatory breach.
In B2B sales, the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 imply certain terms on quality and fitness unless you effectively exclude or limit them (subject to the Unfair Contract Terms Act 1977). For B2C sales, the Consumer Rights Act 2015 sets non-excludable consumer rights and specific remedies - you can’t contract out of these.
What Remedies Are Available For Breach Of Warranty In B2B Contracts?
In business-to-business contracts, the default remedy for breach of warranty is damages. However, your contract can (and should) set out specific remedies and procedures. Here’s how it typically works.
1) Damages
For breach of warranty, damages aim to put the buyer in the position they would have been in if the warranty were true. Common measures include:
- Difference in value: the difference between the value of goods as warranted and as delivered.
- Cost of repair or replacement: reasonable costs to fix the defect or obtain conforming goods or services.
- Consequential losses: only to the extent they’re recoverable under standard remoteness rules (i.e. losses that were in the reasonable contemplation of both parties when contracting).
Most commercial contracts manage this exposure using limitation of liability clauses and exclusive remedies provisions.
2) Repair Or Replacement
Many B2B warranty clauses provide a primary remedy of repair or replacement within a reasonable time. This is common in technology, manufacturing and equipment supply. Make sure the contract makes this remedy “exclusive” (i.e. the buyer’s sole and exclusive remedy) if that’s your intention - otherwise, the buyer may still pursue broader damages.
3) Refund Or Price Reduction
Commercial parties sometimes agree a pro-rata refund or price reduction where a defect can’t be remedied. This is often tied to service credits in service level agreements.
4) Indemnities (Where Agreed)
Separate from warranties, some contracts include indemnities (for example, IP infringement indemnities). These create their own remedy framework and are not limited to the normal rules for damages unless you say so in the contract.
5) Contractual Notice And Claim Procedures
It’s common to require the buyer to notify defects within a set period, allow investigation, and follow an RMA (return merchandise authorisation) or ticketing process. If a buyer doesn’t follow the process, your liability can be limited.
For risk control, your Terms of Sale or Sale of Goods Terms should also include caps on liability, exclusions for indirect loss (as far as permitted by law), and clear warranty scopes and exclusions.
How Do Breach Of Warranty Remedies Work For Consumers?
When selling to consumers, the regime is more prescriptive. The Consumer Rights Act 2015 gives customers specific remedies for faulty goods, services and digital content. You can add your own commercial warranty on top, but you can’t restrict or undermine statutory rights.
Goods
- Short-term right to reject within 30 days for goods that are faulty (not of satisfactory quality, not fit for purpose, or not as described) - full refund.
- Right to repair or replacement: if a defect arises within six months, it’s presumed present at delivery unless you prove otherwise.
- Final right to reject or price reduction: if repair or replacement isn’t possible or fails, consumers can reject for a refund or keep the product with a price reduction.
We’ve broken these down in more detail in our guide to warranty claims.
Services
For services that fall short of reasonable care and skill, consumers can require repeat performance or a price reduction.
Digital Content
There are tailored CRA remedies for digital content that doesn’t conform - typically repair, replacement or a price reduction, plus compensation for damage to a device or other digital content caused by the faulty download.
If you sell to consumers, build these rights into your customer journey with a clear returns policy, accurate product descriptions and sensible diagnostics. Your contract terms should avoid unfair terms - CRA fairness tests and consumer enforcement are active areas, so it’s worth getting a quick contract review.
Drafting Warranty And Remedy Clauses That Actually Protect Your Business
Strong warranties and remedies don’t happen by accident - they’re designed. Here are practical drafting tips for your commercial contracts.
Define The Warranty Scope Clearly
- Be precise about what you are warranting (e.g. “conformity to schedule 1 specification”) and what you’re not (e.g. compatibility with third-party systems, misuse, wear-and-tear).
- Set a time limit (e.g. 12 months from delivery) and define the start date carefully.
- Differentiate performance commitments (which might be conditions or service levels) from warranties (which should lead to repair/replace or limited damages only).
Make The Remedy Exclusive (If That’s Your Intention)
State that repair or replacement is the buyer’s “sole and exclusive remedy” for breach of the specific warranty, without prejudice to mandatory law. This prevents parallel damages claims for the same defect.
Add Sensible Claim Procedures
- Written notice with reasonable detail within a set period after discovery.
- Return of goods or remote access/inspection rights to diagnose issues.
- RMA instructions, shipping terms and responsibility for costs (who pays when the claim is valid vs not).
Use Liability Caps And Exclusions Properly
For B2B contracts, you can generally cap liability for breaches of warranty and exclude certain categories of loss (subject to UCTA 1977 reasonableness). For consumers, don’t attempt to exclude liability for non-conformance - it will be unenforceable. To balance risk in B2B deals, include a clear liability framework with tailored examples of limitation of liability clauses adapted to your risk profile.
Avoid Unintended Representations
Marketing statements can be treated as contractual promises. Keep sales materials accurate and ensure the contract includes a robust entire agreement clause and limits on reliance, while complying with consumer law and fairness standards.
How To Handle A Warranty Claim Step-By-Step
When a customer raises a defect, quick, professional handling can turn a potential dispute into a win for your brand. Here’s a simple process.
Step 1: Check The Customer Type
Is this a business customer or a consumer? The answer determines which legal regime applies, the available remedies and how flexible you can be with remedies and exclusions.
Step 2: Verify Coverage
Confirm that the alleged issue falls within your warranty scope and time period. Check usage conditions (e.g. installation, maintenance, environmental conditions) and any exclusions.
Step 3: Gather Evidence
- Order data, delivery dates and acceptance records.
- Photos, error logs, testing results, batch numbers and serials.
- Customer description of symptoms and steps to reproduce.
Documenting this early is invaluable if the issue escalates.
Step 4: Apply The Contractual Remedy
For B2B, follow your agreed RMA process. Offer repair or replacement within the timeframe in your terms. If that’s not possible, consider a refund or price reduction as specified in the contract.
For consumers, apply the CRA sequence (short-term right to reject, repair/replace, then final right to reject or price reduction). Our plain-English overview of the Consumer Rights Act 2015 can help you sense-check decisions.
Step 5: Consider Commercial Resolution
If liability is unclear or the cost of investigation is disproportionate, a goodwill replacement or credit can be cheaper than prolonged dispute management, especially for low-value items.
Step 6: Close The Loop
Record the outcome, root cause and any process improvements - for example, tightening packaging specs, QA checks or customer onboarding instructions to prevent repeat issues.
Legal Frameworks To Keep In Mind (And Why They Matter)
When you assess breach of warranty remedies, these UK laws are usually in play:
- Sale of Goods Act 1979 (B2B goods): implied terms on quality, title and description, plus damages rules for breach of warranty.
- Supply of Goods and Services Act 1982 (B2B services): reasonable care and skill obligations where applicable.
- Consumer Rights Act 2015 (B2C): non-excludable rights and structured remedies for goods, services and digital content.
- Unfair Contract Terms Act 1977 (UCTA): reasonableness tests for liability caps and exclusions in B2B contracts.
- Limitation Act 1980: time limits to bring claims (usually six years for simple contracts; 12 years for deeds).
The upshot: write your warranty and remedies in a way that aligns with the relevant regime. In consumer sales, be clear and fair. In B2B, you generally have more scope to negotiate risk - but caps and exclusions must still clear UCTA’s reasonableness hurdle.
Common Pitfalls (And How To Avoid Them)
1) Vague Warranties
Unclear wording creates disputes over what’s actually promised. Define the spec, acceptance criteria and test methods. Link warranty coverage to documented specifications rather than broad marketing phrases.
2) No Exclusive Remedy
Leaving remedies open-ended invites wider damages claims. If you intend repair/replace to be the sole remedy, say so and build a practical process around it.
3) Misaligned Consumer Processes
If you sell to consumers, ensure your internal process matches the CRA sequence and timelines. Don’t require consumers to pay inspection costs where the fault is established. Provide clear instructions and timelines in your customer-facing terms and on your website.
4) Weak Liability Framework
Missing or unenforceable caps can make a straightforward defect ruinously expensive. Align warranty scope with a workable liability cap, carve out what you must (e.g. death/personal injury from negligence), and ensure your caps and exclusions are reasonable.
5) Out-Of-Date Templates
As your product evolves (hardware iterations, software features, third-party dependencies), update your terms and specifications. This includes your returns and service procedures as well as your contractual language.
6) Not Training Your Team
Frontline teams should understand what they can promise (and what they can’t), how to triage issues, and when to escalate. A consistent approach reduces legal risk and speeds up resolution.
What To Include In Your Warranty And Remedies Playbook
To stay protected from day one, it helps to standardise your approach across contracts, websites and customer support channels. Consider including:
- Clear product or service specifications and acceptance criteria.
- Warranty durations, exclusions and customer responsibilities (e.g. installation, maintenance, environment).
- Claim notification requirements, evidence lists and diagnostic steps.
- Repair/replace process (including RMA steps, shipping, and turnaround times).
- Escalation paths for unresolved issues and criteria for refunds/credits.
- A balanced liability framework with caps, exclusions and carve-outs tailored to your risk.
- Consumer-facing terms that align with CRA remedies and are easy to follow.
On the contracting side, this often sits within your Terms of Sale or specific Sale of Goods Terms, and for online stores within your website purchase flow alongside your returns policy. If you’re not sure whether your current wording does the job, a quick contract review can flag gaps and help you implement effective, enforceable limitation of liability clauses.
Key Takeaways
- Breach of warranty remedies in B2B contracts usually mean damages, but you can and should structure an exclusive remedy (e.g. repair/replace) with sensible claim procedures.
- In consumer sales, the Consumer Rights Act 2015 sets mandatory remedies - short-term right to reject, repair/replace, and final right to reject or price reduction - which you can’t contract out of.
- Draft warranties precisely: define scope, duration and exclusions, and align them with a clear liability framework that passes UCTA reasonableness tests in B2B contexts.
- Operationalise your warranty: document your RMA or diagnostics process, train your team and keep records to resolve issues quickly and reduce disputes.
- Keep your customer-facing terms consistent with your internal processes and ensure your returns and remedies are easy for customers to follow.
- Review and update your Terms of Sale or Sale of Goods Terms as your product and risk profile evolve - templates should not be set-and-forget.
If you’d like help drafting or reviewing your warranties, liability framework and customer terms, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.
