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 Minnesota, disclaimers in contracts are subject to both the Uniform Commercial Code (UCC) as adopted by the state and specific Minnesota statutes. Under Minnesota law, particularly the UCC Article 2, which governs the sale of goods, disclaimers of warranties must be presented in a clear and conspicuous manner to be effective. This means that for a disclaimer of the implied warranty of merchantability or fitness for a particular purpose to be valid, it must be in writing and brought to the attention of the buyer. Minnesota law allows for the disclaimer of implied warranties but typically requires that any such disclaimer be explicit and specific. For example, the phrase 'as is' or 'with all faults' in a contract can effectively disclaim implied warranties. However, Minnesota statutes also protect consumers by regulating disclaimers and warranties under the Minnesota Consumer Protection Act, which may limit the ability to disclaim warranties in certain consumer transactions. It is important for parties in Minnesota to understand the interplay between the UCC provisions and consumer protection laws when drafting disclaimers in contracts to ensure they are enforceable and do not violate state regulations.