Del. C. » Title 6 — SUBTITLE I · Commerce and Trade · Part 7
Delaware Code

6 Del. C. § 2-719 (2026)

Contractual modification or limitation of remedy

✓ current as of May 2026
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(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section 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 non-conforming 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.

5A Del. C. 1953, §§  2-719;  55 Del. Laws, c. 349.; 
Notes of Decisions
Cited in 3 cases (2 in the last 5 years), 2019–2023 · leading case: Disorb Sys. v. Bernard Katz, Sole Proprietor d/b/a Telesonic Packaging Corp. (Del. Ct. Com. Pl. 2019).
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Disorb Sys. v. Bernard Katz, Sole Proprietor d/b/a Telesonic Packaging Corp. (Del. Ct. Com. Pl. 2019). “Defendant further acknowledges the defective equipment by admittedly offering to refund Plaintiff s money 13 lai 14 6 Del. C. § 2-719(2). 15 Defendant only alleges that he was able to get the machine working in his facility, which is irrelevant due to Defendant’s inability to…”
Noramco LLC v. Dishman USA, Inc. (D. Del. 2023). “” 6 Del. C. § 2-719(2). Noramco contends that “Dishman’s failure to promptly direct the return/disposal and replacement/refund in any commercially reasonable amount of time” has caused the essential purpose of the limitation of liability clause to fail.”
Taylor Corp. v. Georgia-Pac. Consum. Prods. LP (D. Minnesota 2021). “See 6 Del. C. § 2-719(3) (permitting seller to bar recovery of consequential damages through exclusion clause in the contract).”
— 6 Del. C. § 2-719(2) — 2 cases
Disorb Sys. v. Bernard Katz, Sole Proprietor d/b/a Telesonic Packaging Corp. (Del. Ct. Com. Pl. 2019). “Defendant further acknowledges the defective equipment by admittedly offering to refund Plaintiff s money 13 lai 14 6 Del. C. § 2-719(2). 15 Defendant only alleges that he was able to get the machine working in his facility, which is irrelevant due to Defendant’s inability to…”
Noramco LLC v. Dishman USA, Inc. (D. Del. 2023). “” 6 Del. C. § 2-719(2). Noramco contends that “Dishman’s failure to promptly direct the return/disposal and replacement/refund in any commercially reasonable amount of time” has caused the essential purpose of the limitation of liability clause to fail.”
— 6 Del. C. § 2-719(3) — 1 case
Taylor Corp. v. Georgia-Pac. Consum. Prods. LP (D. Minnesota 2021). “See 6 Del. C. § 2-719(3) (permitting seller to bar recovery of consequential damages through exclusion clause in the contract).”
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