Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962
Michigan Compiled Laws

Mich. Comp. Laws § 440.2316 (2026)

Words or conduct relevant to creation of express warranty and tending to negate or limit warranty; construction; excluding or modifying implied warranty of merchantability and implied warranty of fitness; language; example; limiting remedies for breach of warranty.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2316 Words or conduct relevant to creation of express warranty and tending to negate or limit warranty; construction; excluding or modifying implied warranty of merchantability and implied warranty of fitness; language; example; limiting remedies for breach of warranty.

Sec. 2316.

    (1)  Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this article on parol or extrinsic evidence (section 2202) negation or limitation is inoperative to the extent that such construction is unreasonable.

    (2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that "There are no warranties which extend beyond the description on the face hereof."

    (3) Notwithstanding subsection (2):

    (a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is", "with all faults" or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and

    (b) when the buyer before entering into the contract has examined the goods or the sample or model as fully as he desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him; and

    (c) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade; and

    (d) with respect to the sale of cattle, hogs, or sheep, there is no implied warranty that the cattle, hogs, or sheep are free from disease, if the seller shows that all state and federal law concerning animal health has been satisfied.

    (4) Remedies for breach of warranty can be limited in accordance with the provisions of this article on liquidation or limitation of damages and on contractual modification of remedy (sections 2718 and 2719).

History: 1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1981, Act 101, Imd. Eff. July 15, 1981

Notes of Decisions
Cited in 61 cases (5 in the last 5 years), 1964–2022 · leading case: Heritage Resources, Inc. v. Caterpillar Fin. Servs. Corp., 774 N.W.2d 332 (Mich. Ct. App. 2009).
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Heritage Resources, Inc. v. Caterpillar Fin. Servs. Corp., 774 N.W.2d 332 (Mich. Ct. App. 2009). · cites it 4× “Although the implied warranties of merchantability and fitness for a particular purpose arise by operation of law, MCL 440.”
Ron Vanalstine v. Land O'Lakes Purina Feeds LLC, 929 N.W.2d 789 (Mich. Ct. App. 2018). · cites it 5× “On appeal, plaintiffs have not provided any argument as to why the choice-of-law provision should apply to them despite not being a party to the Credit Agreement.”
Davis v. Lafontaine Motors, Inc, 719 N.W.2d 890 (Mich. Ct. App. 2006). · cites it 3× “MCL 440.2316 provides, in part: (2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of…”
Dow Corning Corp. v. Weather Shield Mfg., Inc., 790 F. Supp. 2d 604 (E.D. Mich. 2011). · cites it 8× “Dow Corning contends that these exclusions and limitations are legally permissible and enforceable, Mich. Comp. Laws § 440.2316 , and the documents and disclaimers contained therein are incorporated into the parties’ agreement by the Sealant Products being “supplied per the…”
Eaton Corp. v. Magnavox Co., 581 F. Supp. 1514 (E.D. Mich. 1984). · cites it 6× “Under Mich.Comp. Laws Ann. § 440.2316(2), such a disclaimer must meet the following requirements: [T]o exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to…”
Michels v. Monaco Coach Corp., 298 F. Supp. 2d 642 (E.D. Mich. 2003). · cites it 4× “Section 440.2316 further provides that there is no implied warranty with regard to defects which an examination of the goods would have revealed to the buyer before entering into the contract, provided the buyer has the opportunity to examine the goods to the extent he or she…”
In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “106, § 2-316 (2); Mich. Comp. Laws § 440.2316 (2); Minn. Stat.”
Mallory v. Conida Warehouses, Inc, 350 N.W.2d 825 (Mich. Ct. App. 1984). · cites it 4× “MCL 440.2316, 440.2316(2); MSA 19.2316, 19.”
Latimer v. William Mueller & Son, Inc., 386 N.W.2d 618 (Mich. Ct. App. 1986). · cites it 2× “” MCL 440.2316; MSA 19.2316. In the case at bar, the disclaimer attached to the seed bags stated: "Warranty.”
Boyd v. Toyobo Am., Inc. (In Re Second Chance Body Armor, Inc.), 417 B.R. 750 (Bankr. W.D. Mich. 2009). · cites it 10× “” Mich. Comp. Laws Ann. § 440.2316 (1): see Fargo Machine & Tool Co.”
Thorn v. Medtronic Sofamor Danek, USA, Inc., 81 F. Supp. 3d 619 (W.D. Mich. 2015). · cites it 2× “” Mich. Comp. Laws § 440.2313 (l)(a). A seller may disclaim implied warranties under Michigan law as long as the disclaimer is conspicuous.”
In Re Bridgestone/Firestone, Inc. Tires Prods., 155 F. Supp. 2d 1069 (S.D. Ind. 2001). “§ 2-316(2) ( Mich. Comp. Laws § 440.2316 (2); Tenn.Code Ann.”
Show all 61 citing cases →
— Mich. Comp. Laws § 440.2316(2) — 18 cases
Davis v. Lafontaine Motors, Inc, 719 N.W.2d 890 (Mich. Ct. App. 2006). “MCL 440.2316 provides, in part: (2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of…”
Eaton Corp. v. Magnavox Co., 581 F. Supp. 1514 (E.D. Mich. 1984). “Under Mich.Comp. Laws Ann. § 440.2316(2), such a disclaimer must meet the following requirements: [T]o exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to…”
Ron Vanalstine v. Land O'Lakes Purina Feeds LLC, 929 N.W.2d 789 (Mich. Ct. App. 2018). “On appeal, plaintiffs have not provided any argument as to why the choice-of-law provision should apply to them despite not being a party to the Credit Agreement.”
Parsley v. Monaco Coach Corp., 327 F. Supp. 2d 797 (W.D. Mich. 2004).
Rokicsak v. Colony Marine Sales & Serv., Inc., 219 F. Supp. 2d 810 (E.D. Mich. 2002).
— Mich. Comp. Laws § 440.2316(3) — 1 case
Ambassador Steel Co. v. Ewald Steel Co., 190 N.W.2d 275 (Mich. Ct. App. 1971).
— Mich. Comp. Laws § 440.2316(3)(a) — 4 cases
Lenawee Cnty. Bd. of Health v. Messerly, 331 N.W.2d 203 (Mich. 1982).
Michels v. Monaco Coach Corp., 298 F. Supp. 2d 642 (E.D. Mich. 2003). “Section 440.2316 further provides that there is no implied warranty with regard to defects which an examination of the goods would have revealed to the buyer before entering into the contract, provided the buyer has the opportunity to examine the goods to the extent he or she…”
Miller v. Varilek, 342 N.W.2d 94 (Mich. Ct. App. 1983).
Lumber Mut. Ins. v. Clarklift of Detroit, Inc., 569 N.W.2d 681 (Mich. Ct. App. 1997).
— Mich. Comp. Laws § 440.2316(3)(b) — 4 cases
Eaton Corp. v. Magnavox Co., 581 F. Supp. 1514 (E.D. Mich. 1984). “Under Mich.Comp. Laws Ann. § 440.2316(2), such a disclaimer must meet the following requirements: [T]o exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to…”
Michigan Sugar Co. v. Jebavy-Sorenson Orchard Co., 239 N.W.2d 693 (Mich. Ct. App. 1976).
Michels v. Monaco Coach Corp., 298 F. Supp. 2d 642 (E.D. Mich. 2003). “Section 440.2316 further provides that there is no implied warranty with regard to defects which an examination of the goods would have revealed to the buyer before entering into the contract, provided the buyer has the opportunity to examine the goods to the extent he or she…”
Michigan Mut. Liab. Ins. v. Fruehauf Corp., 234 N.W.2d 424 (Mich. Ct. App. 1975).
— Mich. Comp. Laws § 440.2316(3)(c) — 4 cases
Mallory v. Conida Warehouses, Inc, 350 N.W.2d 825 (Mich. Ct. App. 1984). “MCL 440.2316, 440.2316(2); MSA 19.2316, 19.”
Michigan Sugar Co. v. Jebavy-Sorenson Orchard Co., 239 N.W.2d 693 (Mich. Ct. App. 1976).
Ron Vanalstine v. Diversified Farms LLC (Mich. Ct. App. 2021).
Salvatore Cangemi v. Prestige Cadillac Inc (Mich. Ct. App. 2022).
— Mich. Comp. Laws § 440.2316(4) — 1 case
Latimer v. William Mueller & Son, Inc., 386 N.W.2d 618 (Mich. Ct. App. 1986). “” MCL 440.2316; MSA 19.2316. In the case at bar, the disclaimer attached to the seed bags stated: "Warranty.”
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