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 Illinois, disclaimers in contracts are subject to both the Uniform Commercial Code (UCC) as adopted by the state and the Illinois Commercial Code. Under the UCC, which Illinois has adopted, sellers can disclaim or modify warranties, including the implied warranties of merchantability and fitness for a particular purpose. However, such disclaimers must be conspicuous and specifically mention merchantability to be effective, and disclaimers of fitness for a particular purpose must be in writing. Illinois law requires that any disclaimer of an implied warranty be presented clearly to be valid. This means that the language must be understandable and the disclaimer must be noticeable within the contract, often requiring a different font or boldface type. If a disclaimer does not meet these requirements, it may be deemed ineffective. Additionally, the Illinois Consumer Fraud and Deceptive Business Practices Act provides protections against deceptive practices, which could include the improper use of disclaimers in certain circumstances. It is important for parties in Illinois to understand the specific requirements for contract disclaimers to ensure they are enforceable and to avoid potential penalties for attempting to disclaim warranties unlawfully.