The waiver bars recovery of consequential, incidental, special, and punitive damages. Enforcement is broad between commercial parties, though unconscionability and failure of essential purpose may limit it.
Mutual waivers are standard.
Alternative Names:
Waiver of Consequential Damages|Consequential Damages Exclusion
Why it Matters?
Failure of essential purpose under UCC 2-719 can invalidate a damages limitation where an exclusive remedy fails, and courts divide on whether that also defeats a separate consequential damages exclusion. Drafting the exclusion as independent of the limited remedy, with express language stating it survives failure of the remedy, addresses the risk. Personal injury exclusions are unconscionable in consumer goods contexts.
Frequently Confused with
Related terms
Frequently asked questions
What is failure of essential purpose?
What drafting addresses the risk?
