DEMAND LETTER - BREACH OF WARRANTY

[LAW FIRM NAME]
Attorneys at Law
[FIRM ADDRESS LINE 1]
[FIRM ADDRESS LINE 2]
[CITY, STATE ZIP]
Tel: [TELEPHONE]
Fax: [FAX]
Email: [EMAIL]

SENT VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND FIRST-CLASS MAIL

[DATE]

[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS LINE 1]
[ADDRESS LINE 2]
[CITY, STATE ZIP]

Re: FORMAL DEMAND - BREACH OF EXPRESS AND IMPLIED WARRANTIES
Our Client: [CLIENT NAME]
Product/Goods: [DESCRIPTION OF PRODUCT]
Date of Purchase/Delivery: [DATE]
Invoice/Order Number: [NUMBER]
Demand Amount: $[TOTAL DEMAND AMOUNT]

Dear [RECIPIENT NAME]:

This firm represents [CLIENT NAME] ("our Client") in connection with the [PRODUCT DESCRIPTION] (the "Product" or "Goods") purchased from [SELLER/MANUFACTURER NAME] ("you") on or about [DATE]. The Product has failed to conform to express and implied warranties, causing our Client significant damages. This letter constitutes formal demand for cure and/or compensation.

THIS IS A FORMAL DEMAND. FAILURE TO RESPOND MAY RESULT IN LITIGATION WITHOUT FURTHER NOTICE, INCLUDING CLAIMS UNDER THE MAGNUSON-MOSS WARRANTY ACT FOR ATTORNEY FEES.

I. TRANSACTION BACKGROUND

A. The Parties

Our Client: [CLIENT NAME] is a [INDIVIDUAL CONSUMER / BUSINESS ENTITY] that purchased the Product for [PERSONAL, FAMILY, HOUSEHOLD USE / COMMERCIAL/BUSINESS USE].

You: [SELLER/MANUFACTURER NAME] is the [SELLER / MANUFACTURER / DISTRIBUTOR] of the Product.

[// GUIDANCE: If client is a consumer and goods are consumer goods, Magnuson-Moss applies in addition to UCC]

B. The Transaction

On or about [DATE], our Client purchased the following from you:

Purchase Order/Invoice: [NUMBER]
Payment Method: [CHECK / CREDIT CARD / WIRE / TERMS]
Delivery Date: [DATE]
Delivery Location: [ADDRESS]

The sale was [DIRECT FROM MANUFACTURER / THROUGH AUTHORIZED DEALER / THROUGH DISTRIBUTOR]. [IF THROUGH INTERMEDIARY: [DEALER NAME] acted as your authorized agent/dealer.]

II. WARRANTIES APPLICABLE TO THE PRODUCT

A. Express Warranties

You made the following express warranties regarding the Product:

1. Written Warranty

You provided a written warranty (attached as Exhibit A) that states:

"[QUOTE RELEVANT WARRANTY LANGUAGE - e.g., 'Product is warranted to be free from defects in materials and workmanship for a period of [X] years from date of purchase']"

Warranty Period: [X] months/years from [DATE OF PURCHASE / DATE OF INSTALLATION / DATE OF MANUFACTURE]
Warranty Expiration: [DATE]
Current Status: [WITHIN WARRANTY PERIOD / WARRANTY CLAIMED BEFORE EXPIRATION]

[// GUIDANCE: Verify warranty is still in effect or that claim was timely made within warranty period]

2. Affirmations and Representations

In addition to the written warranty, you made the following affirmations of fact and promises that became part of the basis of the bargain:

☐ Sales Literature/Marketing Materials:
- "[QUOTE SPECIFIC REPRESENTATIONS FROM BROCHURES, WEBSITE, OR MARKETING MATERIALS]"
- These representations created an express warranty that the goods would conform to them. See UCC section 2-313(1)(a).

☐ Oral Representations by Sales Personnel:
- On [DATE], [SALESPERSON NAME] stated: "[QUOTE SPECIFIC STATEMENT]"
- This affirmation of fact created an express warranty. See UCC section 2-313(1)(a).

☐ Description:
- The Product was described as "[DESCRIPTION]" in [INVOICE / CONTRACT / CATALOG]
- Any description of goods that is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. See UCC section 2-313(1)(b).

☐ Sample/Model:
- Before purchase, you provided a [SAMPLE/MODEL] of the Product
- The Product was required to conform to the sample/model. See UCC section 2-313(1)(c).

☐ Specifications:
- The Product was to be manufactured/supplied to the following specifications: [DESCRIBE]
- The Product fails to meet these specifications.

B. Implied Warranty of Merchantability

Under UCC section 2-314 (adopted in [STATE] at [CITE STATE STATUTE]), you impliedly warranted that the Product would be merchantable. To be merchantable, goods must at minimum:

☐ Pass without objection in the trade under the contract description;
☐ Be of fair average quality within the description (for fungible goods);
☐ Be fit for the ordinary purposes for which such goods are used;
☐ Be adequately contained, packaged, and labeled;
☐ Conform to any promises or affirmations of fact made on the container or label;
☐ Be within the variations permitted by the agreement.

See UCC section 2-314(2)(a)-(f).

The Product fails to meet the standard of merchantability because: [DESCRIBE HOW PRODUCT FAILS TO BE FIT FOR ORDINARY PURPOSES OR OTHERWISE FAILS MERCHANTABILITY STANDARD]

C. Implied Warranty of Fitness for a Particular Purpose

Under UCC section 2-315 (adopted in [STATE] at [CITE STATE STATUTE]), where the seller has reason to know:

1. The particular purpose for which the goods are required; and
2. That the buyer is relying on the seller's skill or judgment to furnish suitable goods,

there is an implied warranty that the goods shall be fit for such purpose.

Our Client communicated the following particular purpose to you:
- [DESCRIBE THE SPECIFIC PURPOSE FOR WHICH CLIENT NEEDED THE GOODS]
- This communication occurred on [DATE] via [METHOD - in writing, orally, at trade show]
- You represented that the Product would be suitable for this purpose

The Product has failed this warranty because: [DESCRIBE HOW PRODUCT FAILED TO MEET THE PARTICULAR PURPOSE]

D. Warranty of Title and Against Infringement

Under UCC section 2-312, you warranted that:

☐ The title conveyed is good and its transfer rightful;
☐ The goods are delivered free from any security interest or other encumbrance;
☐ The goods do not infringe any patent or trademark rights of third parties.

[IF APPLICABLE: The Product violates this warranty because: [DESCRIBE TITLE OR INFRINGEMENT ISSUE]]

III. BREACH OF WARRANTIES

A. The Defects/Non-Conformities

The Product has the following defects and/or fails to conform to warranties:

Defect/Non-Conformity #1:

• Description: [DESCRIBE THE DEFECT OR FAILURE IN DETAIL]
• When Discovered: [DATE]
• How Discovered: [DESCRIBE]
• Warranty Violated: [EXPRESS WARRANTY / IMPLIED WARRANTY OF MERCHANTABILITY / IMPLIED WARRANTY OF FITNESS]
• Evidence: [DESCRIBE - photographs, inspection reports, test results]

Defect/Non-Conformity #2:

• Description: [DESCRIBE]
• When Discovered: [DATE]
• How Discovered: [DESCRIBE]
• Warranty Violated: [IDENTIFY]
• Evidence: [DESCRIBE]

Defect/Non-Conformity #3:

• [CONTINUE AS NEEDED]

B. Notice of Breach

Our Client provided timely notice of the breach of warranty as required by UCC section 2-607(3)(a):

[ATTACH CORRESPONDENCE AS EXHIBITS]

C. Your Failure to Cure

Despite proper notice, you have failed to cure the breach of warranty:

☐ You refused to honor the warranty claim, stating: "[QUOTE REFUSAL]"
☐ You attempted repair on [DATE(S)] but the repair was unsuccessful because [DESCRIBE]
☐ You offered only partial remedy that was inadequate because [DESCRIBE]
☐ You have failed to respond to our Client's warranty claims
☐ The time for cure has expired under the warranty terms
☐ You have repudiated your warranty obligations

IV. FAILURE OF ESSENTIAL PURPOSE OF LIMITED REMEDY

[IF WARRANTY CONTAINED LIMITATION OF REMEDIES:]

The written warranty purports to limit remedies to "[DESCRIBE LIMITED REMEDY - e.g., repair or replacement of defective parts]." However, this limitation has failed of its essential purpose under UCC section 2-719(2) because:

☐ You have been unable or unwilling to repair the Product despite multiple attempts;
☐ Replacement parts are unavailable;
☐ The defect is inherent and cannot be cured by repair;
☐ The Product has been out of service for [X] days/weeks/months while awaiting cure;
☐ You have refused to provide the limited remedy.

Where a limited remedy fails of its essential purpose, the buyer may pursue any remedy provided by the UCC, including consequential damages. See UCC section 2-719(2).

V. MAGNUSON-MOSS WARRANTY ACT CLAIMS

[IF CONSUMER GOODS:]

The Product constitutes "consumer goods" as defined in the Magnuson-Moss Warranty Act, 15 U.S.C. section 2301(1), as it was purchased primarily for personal, family, or household purposes.

A. Violations of Magnuson-Moss

☐ Failure to Honor Written Warranty: You have failed to honor your written warranty in violation of 15 U.S.C. section 2304.

☐ Failure to Provide Required Disclosures: Your written warranty fails to comply with 15 U.S.C. section 2302 and 16 C.F.R. Part 701 in that it [DESCRIBE DEFICIENCY].

☐ Improper Disclaimer of Implied Warranties: Under 15 U.S.C. section 2308, a seller who provides a written warranty on consumer goods may not disclaim implied warranties. Any such disclaimer in your warranty is void and unenforceable.

B. Remedies Under Magnuson-Moss

Under 15 U.S.C. section 2310(d), our Client is entitled to:

• Damages and other legal and equitable relief;
• Reasonable attorney fees based on actual time expended;
• Costs of suit.

[// GUIDANCE: Magnuson-Moss claims may be brought in state or federal court. Amount in controversy must exceed $50,000 (individual) or $50 per plaintiff and $50,000 aggregate (class action) for federal court jurisdiction. Some states allow state court claims regardless of amount.]

VI. DAMAGES

As a direct and proximate result of the breach of warranties, our Client has suffered the following damages:

A. Direct Damages

B. Incidental Damages (UCC section 2-715(1))

Incidental damages include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected, and any commercially reasonable charges, expenses, or commissions in connection with effecting cover:

C. Consequential Damages (UCC section 2-715(2))

Consequential damages include any loss resulting from general or particular requirements and needs of which the seller had reason to know at the time of contracting:

[// GUIDANCE: Some warranties attempt to exclude consequential damages. Under UCC 2-719(3), such exclusions are prima facie unconscionable for personal injury from consumer goods. For commercial loss, exclusion is generally enforceable unless unconscionable or the limited remedy has failed of its essential purpose.]

D. Prejudgment Interest

Under [STATE] law, our Client is entitled to prejudgment interest at the rate of [X]% per annum from [DATE OF BREACH/DEMAND/PURCHASE]. See [CITE STATE STATUTE].

E. Attorney Fees (Magnuson-Moss)

[IF CONSUMER GOODS:]
Under the Magnuson-Moss Warranty Act, 15 U.S.C. section 2310(d)(2), our Client is entitled to recover reasonable attorney fees. To date, our Client has incurred $[AMOUNT] in legal fees, with additional fees accruing.

F. Total Damages Summary

VII. DEMAND FOR RELIEF

Based on the foregoing, our Client demands the following:

A. Primary Demand - Monetary Compensation

Within [20/30] calendar days of your receipt of this letter, pay to our Client the total sum of $[TOTAL DEMAND AMOUNT].

B. Alternative Demand - Replacement and Cure

☐ In the alternative, our Client will accept:

1. Replacement: Delivery of new, conforming goods of equivalent or greater value within [X] days;
2. Refund of Price Differential: If replacement goods are of lesser value, refund of the difference;
3. Compensation for Consequential Damages: Payment of $[AMOUNT] for consequential and incidental damages already incurred;
4. Extended Warranty: [X]-year extended warranty on replacement goods.

C. Additional Relief

☐ Revocation of Acceptance: Our Client hereby revokes acceptance of the Product under UCC section 2-608 and demands:
- Full refund of the purchase price: $[AMOUNT]
- Payment for damages caused by the defective goods: $[AMOUNT]
- Return of the Product at your expense

☐ Cover Damages: Our Client has obtained or will obtain substitute goods. You are liable for the difference between the cover price and the contract price, plus incidental and consequential damages. See UCC section 2-712.

☐ Specific Performance: [IF UNIQUE GOODS] Our Client demands specific performance - delivery of conforming goods as originally contracted.

VIII. REJECTION AND REVOCATION OF ACCEPTANCE

[SELECT APPLICABLE OPTION:]

Option 1: Rejection (If Goods Recently Delivered)

☐ Our Client hereby rejects the non-conforming goods pursuant to UCC section 2-601. The rejection is timely as it is made within a reasonable time after delivery. Our Client:

• Will hold the goods at your disposition for a reasonable time;
• Requests that you provide shipping instructions and prepaid shipping labels;
• Will not be liable for any diminution in value of the goods during the holding period.

Option 2: Revocation of Acceptance

☐ Our Client hereby revokes acceptance of the goods pursuant to UCC section 2-608. Revocation is proper because:

• The non-conformity substantially impairs the value of the goods to our Client;
• Our Client accepted the goods on the reasonable assumption that the non-conformity would be cured, and it has not been timely cured; OR
• Our Client accepted without discovery of the non-conformity, and acceptance was reasonably induced by the difficulty of discovery or by your assurances.

Revocation is made within a reasonable time after our Client discovered the non-conformity and before any substantial change in condition of the goods not caused by their own defects.

IX. DOCUMENT PRESERVATION DEMAND

You are hereby placed on notice of our Client's claims and potential litigation. You are legally obligated to preserve all documents and electronically stored information relating to:

• The Product, including design, manufacture, and testing records;
• Quality control and inspection records;
• Customer complaints regarding similar products;
• Warranty claims and their disposition;
• Communications with our Client;
• Marketing materials and representations made about the Product;
• Internal analyses of defects or non-conformities.

Failure to preserve evidence may result in sanctions and adverse inference instructions.

X. RESERVATION OF RIGHTS

Our Client reserves all rights and remedies available under the UCC, Magnuson-Moss Warranty Act, state consumer protection statutes, and common law, including but not limited to:

• Claims against the manufacturer, distributor, and all parties in the chain of distribution;
• Claims for personal injury or property damage caused by the defective product;
• Claims under state consumer protection/unfair trade practices statutes;
• Class action claims on behalf of similarly situated purchasers;
• Reporting to relevant regulatory agencies (CPSC, NHTSA, FDA, etc.).

Nothing in this letter constitutes a waiver or limitation of any rights.

XI. RESPONSE REQUIRED

Your written response is required within [20/30] calendar days of your receipt of this letter.

If you fail to respond, fail to cure the defects, or fail to pay the damages demanded, our Client will file suit without further notice. In such litigation, our Client will seek:

1. All direct, incidental, and consequential damages;
2. Prejudgment and post-judgment interest;
3. Attorney fees and costs (under Magnuson-Moss and/or contract);
4. Punitive damages if fraud or willful conduct is established;
5. Injunctive relief as appropriate;
6. Any other relief the court deems just.

We are available to discuss resolution of this matter. Please have your counsel contact the undersigned to arrange a meeting or conference.

Govern yourself accordingly.

Very truly yours,

[LAW FIRM NAME]

By: _______________________________
[ATTORNEY NAME]
[STATE BAR NUMBER]
[EMAIL]
[DIRECT TELEPHONE]

Enclosures:
☐ Exhibit A - Written Warranty
☐ Exhibit B - Purchase Documents (Invoice, Contract, PO)
☐ Exhibit C - Prior Correspondence and Warranty Claims
☐ Exhibit D - Photographs/Documentation of Defects
☐ Exhibit E - Expert Inspection Report (if available)
☐ Exhibit F - Damage Calculations

cc: [CLIENT NAME] (via email)
[MANUFACTURER, if different from seller]
[DISTRIBUTOR, if different from seller]

WARRANTY CLAIM CHECKLIST

Before sending this demand letter, verify:

Threshold Issues:

☐ UCC vs. Common Law: Does UCC Article 2 apply (sale of goods) or common law (services/real property)?
☐ Consumer vs. Commercial: Is this a consumer transaction (Magnuson-Moss may apply) or commercial?
☐ Privity: Does your state require privity for warranty claims? [Most states have relaxed privity requirements]
☐ Notice: Has timely notice of breach been provided per UCC 2-607(3)(a)?

Warranty Analysis:

☐ Express Warranty Exists: Have you identified all express warranties (written, oral, samples, descriptions)?
☐ Implied Warranties Not Disclaimed: Check whether implied warranties were properly disclaimed
☐ Magnuson-Moss Bar on Disclaimer: If written warranty was given on consumer goods, implied warranties cannot be disclaimed

Statute of Limitations:

☐ UCC Default: 4 years from tender of delivery (UCC 2-725)
☐ Contract Modification: Did the contract shorten the limitations period?
☐ Discovery Rule: Does state law toll limitations until defect is or should be discovered?
☐ Continuing Violation: Does each failure to repair restart the period?

Remedy Limitations:

☐ Limited Remedy Clause: Does the warranty limit remedies to repair/replacement?
☐ Failure of Essential Purpose: Has the limited remedy failed of its essential purpose?
☐ Consequential Damage Exclusion: Is there a valid exclusion of consequential damages?
☐ Unconscionability: Is any exclusion or limitation unconscionable?

Documentation:

☐ Copy of warranty
☐ Purchase documents
☐ Correspondence with seller
☐ Photos/videos of defects
☐ Expert reports if needed
☐ Damage calculations with backup

[// GUIDANCE:

1. UCC APPLICABILITY: The UCC applies to transactions in goods. Mixed transactions (goods + services) may be governed by UCC or common law depending on predominant purpose.

2. PRIVITY: Traditionally, warranty claims required privity between buyer and seller. Most states have relaxed this requirement, especially for personal injury claims. Check your state's version of UCC 2-318 (three alternatives exist).

3. NOTICE: Timely notice of breach is required under UCC 2-607(3)(a). Failure to give notice within a reasonable time bars recovery. What is reasonable depends on the circumstances.

4. DISCLAIMERS: Implied warranties can be disclaimed under UCC 2-316, but disclaimers must be conspicuous and use specific language ("as is," "with all faults," or mention "merchantability"). Magnuson-Moss prohibits implied warranty disclaimers for consumer goods with written warranties.

5. STATUTE OF LIMITATIONS: The UCC provides a 4-year statute of limitations running from tender of delivery, not discovery of defect. Some states have adopted discovery rules for latent defects.

6. ECONOMIC LOSS RULE: Some jurisdictions bar tort claims (including strict liability and negligence) for purely economic losses from defective products, limiting buyers to warranty remedies.

7. ARBITRATION: Check whether purchase agreement contains mandatory arbitration clause.

8. CLASS ACTIONS: Warranty claims involving widespread defects may be suitable for class action treatment.
   ]