# Implied Warranty of Merchantability Agreement
**This Implied Warranty of Merchantability Agreement ("Agreement") is made and entered into as of [Date], by and between [Seller Name], a [State] corporation with its principal place of business at [Seller Address] ("Seller"), and [Buyer Name], residing at [Buyer Address] ("Buyer").**
## Recitals
WHEREAS, Seller is engaged in the business of selling goods;
WHEREAS, Buyer desires to purchase goods from Seller;
WHEREAS, the parties wish to establish the terms of their agreement, including the implied warranty of merchantability pertaining to the goods being sold.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
## 1. Goods
This Agreement pertains to the following goods (the "Goods"):
- [Description of Goods]
## 2. Implied Warranty of Merchantability
Seller warrants that the Goods sold to Buyer shall be merchantable and fit for the ordinary purpose for which such Goods are used, as per the specifications defined under the Uniform Commercial Code ("UCC"). This warranty includes, but is not limited to, the following:
- The Goods are of average quality within the description;
- The Goods are fit for the ordinary use for which such Goods are intended;
- The Goods are adequately contained, packaged, and labeled; and
- The Goods conform to any promises or affirmations made on the container or label.
## 3. Exclusions
The warranty of merchantability does not extend to:
- Any defects caused by misuse, abuse, or alteration of the Goods by Buyer or any third party;
- Natural wear and tear; or
- Any Goods sold "as is" or with any disclaimers attached.
## 4. Limitation of Liability
In no event shall Seller be liable for any incidental, consequential, or punitive damages arising from the use or inability to use the Goods, even if Seller has been advised of the possibility of such damages.
## 5. Duration of Warranty
The implied warranty of merchantability shall last for a period of [Specify Duration, e.g., 90 days, 1 year] from the date of delivery of the Goods.
## 6. Return Policy
Buyer acknowledges that, in accordance with the implied warranty of merchantability, any claims for defective Goods must be made within the warranty period specified above. Buyer shall notify Seller in writing of any claimed defect, and Seller shall have the right to inspect the Goods before any returns are processed.
## 7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 8. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the warranty of merchantability of the Goods and supersedes all prior or contemporaneous understandings, agreements, or representations.
## IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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**Seller:**
[Seller Name]
By: _________________________
Name: [Name of Authorized Signatory]
Title: [Title of Authorized Signatory]
Date: [Date]
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**Buyer:**
[Buyer Name]
By: _________________________
Name: [Name of Buyer]
Date: [Date]
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### Acknowledgment
By signing this Agreement, Buyer acknowledges that they have read, understood, and agree to the terms set forth herein.