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 West Virginia, as in many states, the regulation of disclaimers in contracts is influenced by the Uniform Commercial Code (UCC), which West Virginia has adopted. Under the UCC, particularly Article 2 which governs the sale of goods, warranties can be either express or implied. Express warranties are affirmations of fact or promises made by the seller to the buyer, creating a basis of the bargain. Implied warranties, on the other hand, are not explicitly stated but are created by the law. For instance, the implied warranty of merchantability ensures that goods are fit for the ordinary purposes for which such goods are used. West Virginia allows for the disclaimer or modification of warranties under certain conditions. Disclaimers of implied warranties must be in writing and conspicuous. For example, the disclaimer of the implied warranty of merchantability must mention 'merchantability' and, in the case of a written disclaimer, be conspicuous. Disclaimers of express warranties are governed by the terms of the contract. It is important to note that while disclaimers can limit the seller's liability, they cannot be used to protect a seller from allegations of fraud or intentional misconduct. Additionally, some types of disclaimers may be subject to consumer protection laws, which can impose restrictions on disclaimers to prevent unfair or deceptive practices.