The Warranty Disclaimer Clause: What It Means and How to Negotiate It (2026)

What is a warranty disclaimer clause? A warranty disclaimer clause is where a seller or supplier states the limits of what it promises about a product or service, and in particular says it is not giving certain warranties, most often the warranties that the law would otherwise imply. The common form is an "as is" clause: the buyer takes the item in its current state, and the implied promises about quality and fitness are switched off to the extent the law allows. It matters because some warranties arise by default, not from anything the seller says. In a sale of goods, the law in many jurisdictions implies a warranty that the goods are of satisfactory or merchantable quality and fit for their purpose. A disclaimer is how a seller limits that exposure. For the buyer, the same clause is where protection is quietly removed, so it deserves close reading. This article is general guidance, not legal advice. Warranty law varies by jurisdiction and treats consumers very differently from businesses, so have a qualified professional adapt any clause. ## Sample warranty disclaimer clause ```

WARRANTY DISCLAIMER Except for the express warranties stated in clause [X], and to the maximum extent permitted by applicable law: (a) the [Products / Services] are provided "AS IS" and "AS AVAILABLE", with all faults; and (b) the Supplier disclaims all other warranties, conditions and representations, whether express, implied or statutory, including any implied warranties or conditions of MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, title and non-infringement. Nothing in this clause limits or excludes any warranty, right or liability that cannot be limited or excluded under applicable law, including the rights of a consumer.

- **"As is" and "with all faults" (a).** This is the core of the disclaimer in a US-style contract. Under the Uniform Commercial Code, "as is" or "with all faults" language can disclaim implied warranties, provided it is conspicuous. Buyers of significant goods should resist a blanket "as is" and negotiate at least a basic quality warranty.
- **Disclaiming implied warranties (b).** Naming merchantability, satisfactory quality and fitness for purpose is what makes the disclaimer effective in several systems. In a negotiation, a buyer pushes to keep fitness for purpose where it told the seller what it needed the item for and relied on the seller's judgement.
- **The "to the maximum extent permitted by law" opener and the savings sentence.** These keep the clause enforceable. In many jurisdictions, implied terms as to title cannot be excluded at all, and quality terms cannot be excluded against a consumer. The final sentence preserves whatever the law refuses to let you disclaim, which stops an over-broad clause from being struck down. ## How disclaimers work in different jurisdictions - **United States.** The Uniform Commercial Code (Article 2) implies a warranty of merchantability on sales by a merchant and, in defined cases, fitness for a particular purpose. To disclaim merchantability in writing, the clause must be conspicuous and use the word "merchantability"; fitness can be disclaimed by conspicuous general language. "As is" or examination of the goods can also remove implied warranties. State consumer law and the federal Magnuson-Moss Warranty Act limit disclaimers on consumer products. Last verified October 2026.
- **United Kingdom.** For business-to-business sales, the Sale of Goods Act 1979 implies terms as to title, description, satisfactory quality and fitness. Title cannot be excluded; the quality and fitness terms can be excluded between businesses only so far as the exclusion is reasonable under the Unfair Contract Terms Act 1977. Against a consumer, the Consumer Rights Act 2015 governs and these rights cannot be excluded. Last verified October 2026.
- **India.** The Sale of Goods Act, 1930 implies conditions and warranties, including as to merchantable quality and fitness for purpose, which can be negated or varied by express agreement, course of dealing or usage, subject to limits. For consumer transactions the Consumer Protection Act, 2019 also applies. Last verified October 2026.
- **Everywhere.** Treat "varies by jurisdiction" as the rule, not the exception, and never assume a US-style "as is" clause carries its full effect in the UK, India or elsewhere. ## Common mistakes to avoid - An "as is" disclaimer that is buried in body text and not conspicuous, so it fails the US test.
- Disclaiming "all warranties" without naming merchantability or satisfactory quality, which can leave the implied quality warranty in place.
- Forgetting the carve-in for the express warranties the seller actually gave.
- Trying to disclaim title, or disclaiming warranties against a consumer, where the law forbids it.
- No savings sentence, so an over-broad clause risks being unenforceable as a whole. ## Where a contract workspace helps A disclaimer is only as good as its consistency. Across many sale, supply and services contracts, the same clause needs to flex between B2B and consumer deals and between jurisdictions, and a buyer needs to spot where a counterparty has quietly stripped out the quality warranty before signing. Drafting a disclaimer, reviewing it so the express warranty and the disclaimer stay consistent, and tracking how it has to flex between B2B and consumer deals and between jurisdictions can all sit in one AI workspace tuned to how your company sells or buys. [Adira](https://adiralaw.com) is one workspace built for that. The clause above works on its own.