Colorado Revised Statutes

Colo. Rev. Stat. § 4-2-719 (2026)

Contractual modification or limitation of remedy

✓ current as of July 2026

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(1) Subject to the provisions of subsections (2) and (3) of this section and of section 4-2-718 on liquidation and limitation of damages: (a) The agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and (b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case, it is the sole remedy. (2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this title. (3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable, but limitation of damages where the loss is commercial is not.

Source: L. 65: p. 1342, § 1. C.R.S. 1963: § 155-2-719.

Notes of Decisions

Cited in 16 cases, 1983–2020 · leading case: Cooley v. Big Horn Harvestore Sys., Inc., 813 P.2d 736 (Colo. 1991).

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Cooley v. Big Horn Harvestore Sys., Inc., 813 P.2d 736 (Colo. 1991). · cites it 42× “6 A Section 4-2-719, 2 C.R.S. (1973), contains the following pertinent provisions respecting the abilities of contracting parties to limit the remedies which are available to a purchaser in the event a seller breaches an agreement: Contractual modification or limitation of…”

Leprino v. Intermountain Brick Co., 759 P.2d 835 (Colo. Ct. App. 1988). · cites it 8× “Section 4-2-719, C.R.S., provides that parties by agreement may limit the measure of damages recoverable under Article 2 of the Uniform Commercial Code.”

Curragh Queensland Mining Ltd. v. Dresser Indus., Inc., 55 P.3d 235 (Colo. Ct. App. 2002). · cites it 4× “Seller also argues that, in any event, the jury necessarily rejected the only conceivable legal basis upon which Buyer could recover lost profits. We are not persuaded. A. Contractual Bar Although parties to a contract may limit or alter the measure of damages recoverable for…”

Wenner Petroleum Corp. v. Mitsui & Co. (U.S.A.), 748 P.2d 356 (Colo. Ct. App. 1987). · cites it 7× “, states that an agreement may limit “the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts_” However, “[wjhere circumstances cause an exclusive or limited remedy to fail of its essential purposes,…”

In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “Code § 2719 (1); Colo. Rev. Stat. § 4-2-719 (1); Del. Code tit.”

Fiberglass Component Prod., Inc. v. Reichhold Chemicals, Inc., 983 F. Supp. 948 (D. Colo. 1997). · cites it 4× “However, “[w]here circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in the [Uniform Commercial Code.”

Colorado Interstate Gas Co. v. Chemco, Inc., 833 P.2d 786 (Colo. Ct. App. 1992). · cites it 3× “Section 4-2-719(l)(a), C.R.S. CIG argues that section 4.”

Regents of Univ. Ex Rel. Univ. of Colorado at Boulder v. Harbert Constr. Co., 51 P.3d 1037 (Colo. Ct. App. 2001). · cites it 3× “We reject plaintiffs’ contention that enforcement of the warranty as written deprives them of the substantial value of the contract in violation of the essential purpose doctrine under § 4-2-719(2), C.R.S.2001, of the Colorado Uniform Commercial Code.”

In re Hardieplank Fiber Cement Siding Litig., 284 F. Supp. 3d 918 (D. Me. 2018). “" Colo. Rev. Stat. § 4-2-719 (2). "A remedy fails of its essential purpose if it operates to deprive a party of the substantial value of the contract.”

Cooley v. Big Horn Harvestore Sys., Inc., 767 P.2d 740 (Colo. Ct. App. 1989). · cites it 3× “Section 4-2-719(2), C.R.S. Therefore, we must examine the warranty made to plaintiffs by Big Horn.”

Int'l Technical Instruments, Inc. v. Eng'g Measurements Co., 678 P.2d 558 (Colo. Ct. App. 1983). · cites it 3× “The difference between the jury verdict and the amount of expenses reflected in TH's summary of business expenses (Part III, infra), $11,000, may reasonably be inferred to represent an award of loss of profits.”

J.A. Balistreri Greenhouses v. Roper Corp., 767 P.2d 736 (Colo. Ct. App. 1989). · cites it 3× “Also, if under the circumstances the limited remedy of material replacement failed of its essential purpose by leaving the plaintiffs without a remedy, the plaintiffs could recover them pursuant to § 4-2-719(2) and § 4-2-715, C.R.S. The trial court instructed the jury to…”

Show all 16 citing cases →

— Colo. Rev. Stat. § 4-2-719(1)(a) — 2 cases

Curragh Queensland Mining Ltd. v. Dresser Indus., Inc., 55 P.3d 235 (Colo. Ct. App. 2002). “Seller also argues that, in any event, the jury necessarily rejected the only conceivable legal basis upon which Buyer could recover lost profits. We are not persuaded. A. Contractual Bar Although parties to a contract may limit or alter the measure of damages recoverable for…”

Rose v. Colorado Factory Homes, 10 P.3d 680 (Colo. Ct. App. 2000).

— Colo. Rev. Stat. § 4-2-719(2) — 9 cases

Cooley v. Big Horn Harvestore Sys., Inc., 813 P.2d 736 (Colo. 1991). “6 A Section 4-2-719, 2 C.R.S. (1973), contains the following pertinent provisions respecting the abilities of contracting parties to limit the remedies which are available to a purchaser in the event a seller breaches an agreement: Contractual modification or limitation of…”

Regents of Univ. Ex Rel. Univ. of Colorado at Boulder v. Harbert Constr. Co., 51 P.3d 1037 (Colo. Ct. App. 2001). “We reject plaintiffs’ contention that enforcement of the warranty as written deprives them of the substantial value of the contract in violation of the essential purpose doctrine under § 4-2-719(2), C.R.S.2001, of the Colorado Uniform Commercial Code.”

Wenner Petroleum Corp. v. Mitsui & Co. (U.S.A.), 748 P.2d 356 (Colo. Ct. App. 1987). “, states that an agreement may limit “the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts_” However, “[wjhere circumstances cause an exclusive or limited remedy to fail of its essential purposes,…”

Leprino v. Intermountain Brick Co., 759 P.2d 835 (Colo. Ct. App. 1988). “Section 4-2-719, C.R.S., provides that parties by agreement may limit the measure of damages recoverable under Article 2 of the Uniform Commercial Code.”

— Colo. Rev. Stat. § 4-2-719(3) — 3 cases

J.A. Balistreri Greenhouses v. Roper Corp., 767 P.2d 736 (Colo. Ct. App. 1989). “Also, if under the circumstances the limited remedy of material replacement failed of its essential purpose by leaving the plaintiffs without a remedy, the plaintiffs could recover them pursuant to § 4-2-719(2) and § 4-2-715, C.R.S. The trial court instructed the jury to…”

— Colo. Rev. Stat. § 4-2-719(l)(a) — 4 cases

Colorado Interstate Gas Co. v. Chemco, Inc., 833 P.2d 786 (Colo. Ct. App. 1992). “Section 4-2-719(l)(a), C.R.S. CIG argues that section 4.”

Fiberglass Component Prod., Inc. v. Reichhold Chemicals, Inc., 983 F. Supp. 948 (D. Colo. 1997). “However, “[w]here circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in the [Uniform Commercial Code.”

Colorado Interstate Gas Co. v. Chemco, Inc., 854 P.2d 1232 (Colo. 1993).

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