Disclaimers in contracts are generally included when one party wants to sell a product or service without any guarantee of its quality (merchantability) or suitability for the buyer’s intended use. Guarantees of a product’s quality or suitability are also known as warranties, and may be implied in the parties’ agreement without being written or spoken—usually by virtue of a state’s statutes adopting the Uniform Commercial Code’s provisions governing the sale of goods (Article 2)—or by court opinions (also known as common law or case law). Some states have laws (statutes) that prohibit the disclaimer of warranties; make disclaimers ineffective; and penalize parties who attempt to disclaim such warranties. Disclaimers in contracts also serve as an explicit warning to the parties of the risks in a sale or transaction and help avoid a subsequent claim that a party was unaware of such risks or was deceived regarding the presence of such risks.

In Delaware, disclaimers in contracts are subject to the provisions of the Uniform Commercial Code (UCC), which Delaware has adopted. Under the UCC, particularly Article 2 which governs the sale of goods, sellers can disclaim or modify warranties, including the warranty of merchantability and the warranty of fitness for a particular purpose. However, such disclaimers must be presented in a clear and conspicuous manner, often requiring specific language or conspicuousness such as being in all caps or boldface type. Delaware law allows for the disclaimer of implied warranties but typically requires that the disclaimer be in writing and be conspicuous. It is important to note that while disclaimers can limit a seller's liability, they cannot be used to protect a seller from allegations of fraud or intentional misconduct. Additionally, certain consumer protection laws may place limitations on the ability to disclaim warranties for consumer goods. As such, it is advisable for parties in Delaware to carefully draft disclaimers in contracts to ensure they comply with applicable laws and do not attempt to disclaim warranties in a manner that is prohibited or ineffective under state law.