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 Wisconsin, disclaimers in contracts are subject to both the Uniform Commercial Code (UCC) as adopted by the state and specific Wisconsin statutes. Under Wisconsin law, particularly the Wisconsin Statutes Section 402.316, 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, the disclaimer must be conspicuous and, in the case of written warranties, specifically mention merchantability. If the disclaimer is for the warranty of fitness for a particular purpose, it must be in writing. Disclaimers are not allowed if they are unconscionable or if they violate other consumer protection laws. Wisconsin courts will also consider the UCC and relevant case law when determining the validity of a warranty disclaimer. It is important for parties to understand the implications of disclaimers and ensure they comply with applicable laws to avoid penalties or having the disclaimers deemed ineffective.