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best interests may be found unfair or unreasonable, for instance, if the seller allocates based primarily on her own profit margins or gives new customers parity with regular customers or customers then under contract. [ See U.C.C. § 2-615, cmt. 11 (1951); Roth Steel Prods. v. Sharon Steel Corp. , 705 F.2d 134 (6th Cir. 1983); BRC Rubber & Plastics, Inc. v. Continental Carbon Co. , 949 F.Supp.2d 862 (N.D. Ind. 2013); 2 Hawkland UCC Series § 2-615:3, Westlaw (database updated June 2021).] 6. Seasonably Notifying the Buyer of Delay or Nondelivery If § 2-615 applies, the seller must notify the buyer seasonably of the resulting delay or nondelivery of the goods. Further, if the seller will allocate production or delivery, the seller must seasonably notify the buyer of the estimated quota that will be made available to the buyer. [U.C.C. § 2-615(c) (1951).] VII. Warranties in UCC Article 2 Broadly speaking, a warranty is both a representation of fact and a binding contractual covenant. That is, the warrantor represents that things are a certain way. If they are not, the warrantor is in breach of warranty, entitling the other party to various remedies. Many warranties arise from express contractual terms; many other warranties are implied by law. Both types of warranties are equally valid and binding. Article 2 incorporates these general principles. In a contract for the sale of goods, the parties may, of course, include any appropriate warranty in the contract’s express terms. Article 2 also implies some vital warranties, particularly the warranties of merchantability and fitness for a particular purpose. Express Warranties Section 2-313 governs express warranties in Article 2. Express warranties need not necessarily appear in the text of the agreement itself. Though, regardless how express warranties come about, they are just as much a part of the contract as anything written on the agreement’s face. Express warranties generally relate to the quality and type of goods being sold. In that vein, Article 2 articulates three distinct ways for the seller to create an express warranty:
an affirmation of fact or promise, a description of the goods, or a sample or model.
[ See U.C.C. § 2-313(1), with comments (1951); 2 Hawkland UCC Series § 2-313:1, Westlaw (database updated June 2021).]
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