Term and Meaning of the Warranty of Quality
Die Warranty of Quality is a central term in German civil law, particularly in relation to contracts of sale and contracts for work and services. It refers to the binding assurance given by a contracting party that the agreed quality of a thing or work actually exists at the time of the transfer of risk or acceptance. The assumption of a warranty of quality has far-reaching liability consequences for the guarantor, as it goes beyond the statutory warranty rights and makes the guarantor’s fault irrelevant in the event of the absence of the warranted characteristic.
Legal Foundations of the Warranty of Quality
Codification in the German Civil Code (BGB)
The legal foundations are found in particular in § 443 BGB under sales law and § 639 BGB regarding contracts for work. According to § 443 paragraph 1 BGB, a guarantee exists if the seller or a third party assures the buyer of a certain quality of the thing or undertakes to be liable for the existence of a quality. Under the law of contracts for work and services, the provision of § 639 BGB refers to the so-called warranty of quality or durability.
Distinction from Other Warranty Terms
The warranty of quality must be distinguished from statutory warranty obligations. While statutory warranty covers material or legal defects regardless of fault but is time-limited, the warranty of quality is a voluntary, contractual expansion of liability. It can be assumed either expressly or implicitly (by conclusive conduct).
Requirements and Scope of the Warranty of Quality
Definition of the Agreed Quality
Quality within the meaning of the BGB refers to the actual and legal characteristics of an item that determine its suitability for use. The warranty may cover all features relevant for either ordinary use or a special use intended by the buyer.
Assumption and Declaration of the Warranty
A warranty of quality requires that the guarantor declares a specific characteristic of the item as guaranteed. This can be done by an express declaration in the contract or in a separate warranty agreement. The decisive factor is that the willingness to be liable for the existence of a particular quality, regardless of personal fault, is recognizable to the contractual partner.
Scope of Liability
If a warranty is assumed, the guarantor is liable, pursuant to § 443 para. 1 sentence 2 BGB, irrespective of fault, that the item actually exhibits the guaranteed quality. In the event of damage, the buyer or customer has extensive rights, including:
- Replacement delivery or rectification
- Withdrawal from the contract
- Reduction of the purchase price
- Damages without setting a deadline and without proof of a defect
The guarantor, as a rule, cannot limit themselves to statutory rights pertaining to defects, but is liable for all damages resulting from the lack of the guaranteed function or characteristic.
Areas of Application and Practical Examples
Application in Sales Law
In sales law, the warranty of quality is often applied to high-value capital goods, complex machinery, or vehicles. For example, a seller can guarantee that an engine will reach a certain mileage or that a technical device will meet specific performance data for a determined period.
Application in Contracts for Work
The warranty of quality also plays a central role in contracts for work. For example, in the construction of a building, it may be guaranteed that a specific sound insulation value is achieved, or when constructing a machine, that a certain cycle rate is maintained.
Distinction from Durability Warranty
The durability warranty according to § 443 para. 2 BGB differs from the warranty of quality in that the buyer is assured that a certain property will remain for a specific period. Durability warranties are frequently offered in the consumer goods industry as additional protection for consumers.
Legal Consequences of a Breach of the Warranty of Quality
Compensation and Defect Claims
If a warranted quality is breached, the beneficiary is entitled to what is called ‘guarantee damages.’ This applies regardless of any culpable breach of duty by the guarantor. In particular, the buyer may claim damages in lieu of performance if the item lacks the warranted characteristic, even without a failed time limit to remedy defects.
Reversal of the Burden of Proof
With the assumption of a warranty, the burden of proof shifts: The seller or contractor must prove that the guaranteed quality existed or that a defect is not covered by the warranty. This gives the buyer or customer more favorable options for enforcing their claims than under the normal statutory warranty rights.
Limitation Period
Warranty claims arising from a warranty of quality become time-barred according to the provisions applicable to warranty claims, unless otherwise contractually agreed. However, warranty declarations often provide for differing and longer periods.
Warranty of Quality in International Legal Transactions
Influences of the UN Sales Law (CISG)
In international trade, the UN Sales Convention (CISG) and foreign legal systems may also be applicable. The warranty of quality is also relevant under the CISG (Art. 35), with special features relating to guarantees and warranted qualities.
Practical Significance in Cross-Border Trade
In international business, warranties of quality are often used to minimize uncertainties regarding the quality and performance of goods or works and to establish clear liability rules.
Special Features and Distinctions
Distinction from Quality Agreement
A distinction must be made between a quality agreement, which merely sets the required quality, and a warranty of quality, which legally assures the actual existence of a characteristic and triggers liability irrespective of fault.
Relationship to Manufacturer’s Guarantees
Warranties of quality are not only given by the immediate contractual partner, but are also often provided by third parties (e.g., manufacturers). However, the respective individual warranty conditions apply, which must be stipulated in the wording of the warranty declaration.
Conclusion
The warranty of quality is an important instrument for risk allocation and quality assurance in German contract law. It complements and extends the statutory warranty rights by means of contractually increased liability and provides the beneficiary with significant advantages in the enforcement of claims. Because of its comprehensive legal consequences, the warranty of quality must be handled with great care when drafting contracts and should always be clearly and unambiguously formulated to avoid misunderstandings and liability risks.
Frequently Asked Questions
What is the significance of the warranty of quality in the context of a contract of sale?
The warranty of quality plays a significant role in sales law, as it goes beyond the ordinary statutory warranty rights and grants the buyer additional rights. If a seller gives a warranty of quality for a specific property of the purchased item, they make a binding declaration that the item possesses precisely this warranted property. Legally, this means the seller is liable, regardless of fault, that the warranted quality is actually present—regardless of whether the seller can be held at fault. If the item deviates from the warranted quality, the buyer can assert additional claims alongside statutory warranty rights, such as damages in lieu of performance, withdrawal, or reduction, without having to prove any fault of the seller. The special significance thus lies in the increased liability of the seller and the protection of the buyer with regard to warranted properties.
How does a warranty of quality differ from a mere quality agreement?
The legal distinction between a warranty of quality and a mere quality agreement is of considerable importance. A quality agreement merely sets out which properties the item must have, whereas a warranty of quality constitutes a further, independent guarantee promise on the part of the seller or a third party. The warranty gives the buyer claims independent of fault, exceeding the normal warranty rights—in particular, the right to damages even without proof of damage or fault. A mere quality agreement, on the other hand, does not give rise to increased liability; it only forms the basis for assessing whether a material defect exists. Whether a guarantee exists must always be assessed based on the interpretation of the specific declaration, considering the objective recipient’s perspective.
Who can issue a warranty of quality?
A warranty of quality can be issued by the seller themselves or by third parties, such as the manufacturer. Legally relevant is that the person issuing the warranty, according to § 443 BGB, is liable as guarantor for the warranted quality, regardless of whether they are directly involved in the purchase contract or not. This creates an obligation for the guarantor to ensure the fulfillment of the warranted characteristics. Accordingly, with a manufacturer’s warranty, the buyer can assert claims directly against the manufacturer without having to involve the seller. It should also be noted that the warranty must be granted in favor of the respective buyer, whereby subsequent purchasers (e.g., when reselling a car) can often be included if stipulated in the warranty declaration.
What rights does the buyer have in the event of a breach of a warranty of quality?
If a warranty of quality is breached, the buyer is entitled to statutory as well as possibly contractually agreed claims. Pursuant to § 443 para. 2 BGB, the buyer can generally assert the same rights as in the case of a material defect under §§ 437 ff. BGB, in particular subsequent performance, withdrawal, reduction, and damages. In addition, a warranty of quality entails strict liability of the guarantor: the buyer need not prove fault or even demonstrate that damage has occurred—it is sufficient that the warranted quality is lacking to trigger the claim. Where appropriate, additional rights may be granted or certain rights excluded in the warranty declaration, provided this is consistent with the law.
How can a warranty of quality be validly agreed?
In order to validly provide a warranty of quality, an explicit, usually written, declaration of the guarantor is necessary, from which the assumption of the warranty clearly and unequivocally results. The declaration must relate to a specific property of the purchased item and must make it clear that a warranty is being assumed for its existence. In case of doubt, the declaration must be interpreted in accordance with §§ 133, 157 BGB. Silence or general advertising statements are legally insufficient; a specific reference to the described characteristic as warranted is required. In addition to individual agreements, the warranty can also be assumed by general terms and conditions, provided transparency and notification obligations are complied with.
What effect does the expiration of a warranty of quality have on the buyer’s claims?
Once the warranty period specified in the warranty declaration has expired, the claim under the warranty of quality generally lapses. The buyer can then, except in cases of fraudulent concealment or a separate agreement, no longer assert rights with respect to the originally warranted quality. This must be distinguished from the statutory limitation periods, which apply independently of the warranty and may not be restricted by it unless there is a valid individual agreement. However, a warranty may be structured so as to be shorter or longer than the statutory warranty period, which must be assessed in individual cases based on the warranty conditions. Statutory limitation rules under §§ 195, 199 BGB also apply for any claims for consequential damages, unless otherwise stipulated in the warranty.
Can warranties of quality be excluded or limited?
As a rule, the scope of a warranty of quality can be limited or excluded as part of contractual freedom. However, this may not result in an exclusion or impermissible limitation of statutory warranty rights if the buyer is a consumer (§ 475 BGB). Wider limitations are possible towards entrepreneurs, provided there is no gross negligence or intent. In the event of a limitation of the warranty, all contracting parties must be clearly and explicitly informed about its scope and any exclusions. General terms and conditions are also subject to transparency requirements and the prohibition of surprising clauses (§§ 305 ff. BGB). A complete release from warranty liability concerning the specifically warranted quality is generally not permissible—especially with regard to consumers.
