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 Rhode Island, as in many states, the regulation of disclaimers in contracts is influenced by the Uniform Commercial Code (UCC), which Rhode Island has adopted. Under the UCC, particularly Article 2 which deals with the sale of goods, warranties can be either express or implied. Express warranties are affirmations of fact or promises explicitly made by the seller, while implied warranties arise by operation of law, such as the warranty of merchantability or the warranty of fitness for a particular purpose. Rhode Island law allows for the disclaimer of implied warranties, but such disclaimers must be conspicuous and specifically mention merchantability if the warranty of merchantability is being disclaimed. Additionally, disclaimers of the warranty of fitness for a particular purpose must be in writing. These disclaimers serve to provide clear communication between parties regarding the quality and suitability of goods, and to prevent misunderstandings about the risks involved in the transaction. However, Rhode Island statutes may limit the ability to disclaim certain warranties, and any attempt to disclaim warranties must comply with applicable state law to be effective.