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 Ohio, disclaimers in contracts are subject to both the Uniform Commercial Code (UCC) as adopted by the state and relevant case law. Under Ohio law, particularly Ohio Revised Code Section 1302.29, parties to a contract for the sale of goods can disclaim or modify warranties, including the warranty of merchantability or fitness for a particular purpose. However, to be effective, such disclaimers must be conspicuous and specific. For example, disclaimers of the warranty of merchantability must mention 'merchantability' and, if in writing, be conspicuous. Disclaimers of the warranty of fitness for a particular purpose must be in writing and conspicuous. Ohio law also requires that any attempt to disclaim implied warranties in a way that is not clear and conspicuous may be deemed ineffective. Additionally, some types of disclaimers may be subject to consumer protection laws, which can impose penalties for deceptive or unfair practices. It is important for parties in Ohio to carefully draft disclaimers to ensure they comply with these legal requirements and to consult with an attorney to understand the implications of including such disclaimers in their contracts.