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 Pennsylvania, disclaimers in contracts are subject to both the Pennsylvania state statutes and the Uniform Commercial Code (UCC), which Pennsylvania has adopted. Under the UCC, specifically Article 2 which governs the sale of goods, sellers can disclaim implied warranties of merchantability and fitness for a particular purpose, but such disclaimers must be conspicuous and specifically worded to be effective. For example, to disclaim the warranty of merchantability, the language must mention 'merchantability' and in case of a written disclaimer, it must be conspicuous. To disclaim a warranty of fitness, the disclaimer must be in writing and be conspicuous. Pennsylvania courts also look to ensure that disclaimers are not unconscionable or in violation of public policy. It is important for parties in Pennsylvania to understand that while disclaimers can limit liability for certain risks, they must be crafted in accordance with the UCC requirements and state law to be enforceable. Additionally, certain consumer protection laws may limit the ability to disclaim warranties in consumer transactions.