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 Tennessee, disclaimers in contracts are subject to both the Tennessee Code and the Uniform Commercial Code (UCC) as adopted by the state. Under the UCC, which is integrated into Tennessee law, sellers can disclaim or modify warranties, including the warranty of merchantability and the warranty of fitness for a particular purpose. However, such disclaimers must be presented clearly and conspicuously to be valid, often requiring specific language and a certain level of prominence in the contract to ensure that the buyer is aware of the disclaimer. For instance, a disclaimer of the warranty of merchantability must mention the word 'merchantability' and, in the case of a written disclaimer, must be conspicuous. Disclaimers of the warranty of fitness for a particular purpose must be in writing. Tennessee law also follows the UCC in allowing for the exclusion or modification of implied warranties by course of dealing, course of performance, or usage of trade. It's important to note that while disclaimers can limit a seller's liability, they cannot be used to protect against gross negligence or intentional misconduct, and they must comply with consumer protection laws that may impose additional requirements or prohibitions on disclaiming certain warranties.