Check delivered goods against the seller's descriptions and approved samples, then record mismatches, warranty exclusions, and remedy terms before signing.
Key takeaways
- Gather descriptions, approved samples, and supplier terms before unloading.
- Compare the goods with checkable promises, not just the item code.
- Copy warranty exclusions and remedy terms into your receiving notes.
- Record mismatches and separate affected goods for review.
This post covers three of those promises. The first is the express warranty, which is a promise the seller makes about the goods. The second is the implied warranty, which is a promise the law may attach to a sale even when nobody wrote it down. The third is the limit on remedies, which are the rules and contract terms that decide what you receive if a promise is broken. You do not need to be a lawyer to check all three at the dock. You need to know what to look for, and you need to write it down while the truck is still in the lot.
Nothing in this post is legal advice. Warranty rules come from state law, and the wording differs from state to state. The quotes below come from three states' versions of the rules that govern sales of goods. They show the general shape of the rules. Your own state's statute and your supplier's terms control your situation, so read those too, and talk to a lawyer when real money or a real dispute is involved.
Promise 1: express warranties come from what the seller says and shows
An express warranty is a promise the seller makes as part of the sale. Ohio's version of the rule describes it this way:
> "Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise."
Ohio Laws, "Section 1302.26 - Ohio Revised Code | Ohio Laws"
Each part of that sentence does work. The promise has to be an affirmation of fact or a promise, not a sales pitch. It has to relate to the goods themselves. And it has to become part of the basis of the bargain, which means you bought the goods partly because of it. A sales rep who says "these match the grade of the sample we approved" has likely made a promise about the goods. A sales rep who says "these are the best on the market" may have only offered an opinion. The line between those two statements is often where a dispute begins, so it helps to know which of your supplier's claims fall on which side.
Ohio's rule also covers descriptions. A description that becomes part of the basis of the bargain creates an express warranty that the goods will match it:
> "Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description."
Ohio's rule also covers samples and models. When a sample is part of the basis of the bargain, the whole of the goods is expected to match that sample, not just the piece that was shown to you:
> "Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model."
Minnesota's version of the same rules adds a point that surprises many buyers. The seller does not need to use formal words. Here is the text:
> "It is not necessary to the creation of an express warranty that the seller use formal words such as "warrant" or "guarantee" or that the seller have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty."
Minnesota Revisor of Statutes, "Sec. 336.2-313 MN Statutes"
A rep who promises a specific finish, a specific fill weight, or a match to an approved sample may have created a promise even if the word never came up. So the dividing line is between checkable facts about the goods and general enthusiasm about them. Checkable facts are the ones you can measure, count, test, or compare against a sheet.
What this means at receiving
Before the truck arrives, pull every document that describes what you ordered. That usually means the purchase order, the quote, the spec sheet, the catalog page the buyer used, any sample approval, and the email thread where someone confirmed the details. Many purchase orders say something short, such as "widgets, quantity only," and nothing more. The description that actually persuaded your team to buy may be sitting in an email from three months ago. If you only compare the delivered goods to the item code on the purchase order, you may miss the promise that matters most. For the ordering side, see purchase order item entry.
Once the goods are in front of you, look for the checkable claims. Size, color, material, grade, count in each case, packaging type, and any certification or test result are all useful checks. Measure a few units. Count a few cases. Compare a label to the spec sheet. If a sample was approved, keep the sample or photos of it near the dock so the person checking the delivery can see it. Because Ohio's text expects the whole lot to conform to an approved sample, a lot that looks different from the approved piece is a finding to record, not a detail to ignore.
If you find a mismatch, write it on the delivery document before you sign. Be specific. "Blue looks wrong" is weak. "Affected lot, second and third pallets, color is closer to navy than the approved sample, photos attached" is useful. A short, factual note protects you better than a vague one, and it gives the supplier something concrete to respond to. Do not let a driver or a coworker talk you into a clean signature when you have already seen a problem.
Promise 2: implied warranties and exclusions
An implied warranty is a promise the law can attach to a sale even when nobody wrote it down or said it out loud. These promises are easy to forget at receiving, because the paperwork often looks complete without them. Washington's text refers to two of them: the implied warranty of merchantability and the implied warranty of fitness. What matters at the dock is simpler than the full legal detail.
Sellers who want to limit these promises have to do it on purpose and in the right way. Washington's text sets out the requirement like this:
> "Subject to subsection (3) of this section, 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."
Washington State Legislature, "RCW 62A.2-316:"
Under this quoted provision, a seller who wants to drop the merchantability promise has to use that word in the exclusion language. If the exclusion is in writing, it has to be conspicuous, meaning it has to stand out on the page and not be buried in fine print. A seller who wants to drop the fitness promise has to do it by a writing, and that writing also has to be conspicuous. A general statement tucked somewhere on a back page is not the same thing as a clear, specific exclusion.
Washington's text also gives an example of language that is enough to exclude all implied warranties of fitness:
> "There are no warranties which extend beyond the description on the face hereof."
Washington State Legislature, "RCW 62A.2-316:"
That example ties the warranty question back to the description on the face of the document. This is one reason the description checks from the first section matter so much. If the face of the sales document describes the goods in detail, and the supplier's terms say no warranties go beyond that description, then the description is doing a lot of work. Read the description carefully, because the disclaimer language may point you back to it.
What this means at receiving
Check the back of the purchase order, the invoice, the order acknowledgment, and the supplier's posted terms for disclaimer language. Look for the words "merchantability," "fitness," "as is," "no warranties," and "exclusion." You are not doing a legal analysis at the dock. You are collecting the exact words so someone who knows the law can read them later. Copy them into your notes or attach a copy of the page to the receiving record.
If you find no disclaimer at all, do not assume the implied promises are gone. Silence in the purchase order is not the same as a valid exclusion. Keep the goods' intended use in view as well. If your team told the seller a specific use, such as a particular load, an outdoor setting, or a food-contact requirement, write that use down on the purchase order or in the quote. Notes made before the delivery are much stronger than memories made after a problem shows up.
If you find disclaimer language that looks unusual, weak, or hard to read, flag it for whoever handles supplier disputes. Do not try to decide on the spot whether it works. That decision depends on your state, the full contract, and the facts of the particular delivery.
Promise 3: remedy terms can limit recovery
The third promise is about what happens after a warranty is broken. A warranty can exist and still come with limits on what you can recover. Washington's text makes that point directly:
> "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 (RCW 62A.2-718 and RCW 62A.2-719)."
Washington State Legislature, "RCW 62A.2-316:"
Remedy terms are a separate question from whether a warranty exists. A supplier may have made a clear promise about the goods, the goods may not match it, and the contract may still narrow what you can demand in response. That is why receiving staff should read the remedy terms, not only the description.
Remedy terms are often written in the same boilerplate as the rest of the supplier's paperwork. They may sit on the back of the purchase order, on a separate terms page, or in an acknowledgment someone signed months earlier. Look for phrases that describe how a problem gets fixed, such as those that limit the buyer to a particular kind of fix, set a procedure for reporting problems, or state that a remedy is exclusive. You are not deciding whether a limit is fair. You are finding out what the contract says so the people who make that decision have the facts.
Keep the remedy question apart from the description question in your notes. A mismatch between the goods and the approved sample is one finding. A remedy term that limits what you can do about it is a second finding. Write them as two separate items so whoever reviews the delivery can see both.
A receiving checklist for warranty promises
Use this short routine every time a supplier delivery arrives. It takes longer the first few times, and then it becomes part of the normal count and inspection.
- Pull the purchase order, the quote, the spec sheet, any sample approval, and the email thread that describes the goods before the truck is unloaded.
- Compare the delivered goods to the descriptions in those documents, not only to the item code and the quantity.
- Measure or count a sample of the units. Check the labels and certificates against what you were promised.
- Look at the back of the purchase order, the invoice, and the supplier's posted terms for disclaimer and remedy language. Copy the exact words that matter.
- Record each mismatch on the delivery document with the lot number, pallet number, and photos. Be specific about what you saw.
- Tag or separate the affected goods so nobody moves, sells, or uses them before the team decides what to do.
- Send the complete record to whoever handles supplier claims, and do it the same day if you can.
Each step is small. The value comes from doing all seven every time, so that when a problem shows up months later, the record already exists. A written procedure also protects receiving staff. If it is followed, nobody has to remember the details under pressure.
Keep a record that holds up
A warranty question often comes up long after the truck has left. By then, the driver is gone, the dock is busy, and the people who saw the goods may have moved on to other jobs. The record you made at the time is often the only evidence left. So make it complete and plain.
Good records include dated photos, lot and pallet numbers, copies of the purchase order and the spec sheet, notes on the approved sample, and the exact wording of any disclaimer or remedy term you found. Include the names of the people who were present and what they said, as well as what you saw with your own eyes. Keep the notes factual. Write what you measured and what you counted, not what you think the supplier intended. For a claim involving damaged stock, see supplier refund counts.
Do not sign a delivery document that says the goods were received in good condition if you have already noticed a problem. If the delivery form has no space for notes, write them on a separate sheet and attach it. If the driver will not wait, ask for the supplier's contact information and send your notes to that contact the same day.
Also, check your supplier's terms for any deadline on reporting problems. Keep a note of any reporting deadline you find. The safest habit is to report anything you find as soon as you find it.
Illustrative example: record a sample mismatch
An illustrative delivery contains 20 cases. Record which cases you checked, which showed the mismatch, and where the photos are stored. Separate the affected goods for review. Keep any remedy clause as a separate note; this inspection does not decide what recovery is available.
Make the paperwork ready before the truck arrives
Today, gather the documents for your next delivery. Keep your approved samples, spec sheets, and supplier terms in one place. Make sure whoever signs for deliveries knows what to look for. Then, when the truck backs up, the count is only the first check, not the only one.
Warranty questions
Does a seller have to say "warranty"?
No, formal warranty words are not required under Minnesota's quoted rule. Save specific promises about the goods alongside your order documents.
What should receiving staff do with an unclear disclaimer?
Copy the wording and flag it for whoever handles supplier disputes. Keep the full document so the reviewer can examine the term in context.
Does a mismatch settle the remedy question?
No, identifying a mismatch does not establish what you can recover. Record the mismatch and the remedy terms separately for review.