Overview

The No Other Warranty clause is common in agreements for both goods and services, especially standard commercial contracts.

The Uniform Commercial Code (the UCC) (which generally covers agreements for the sale of goods, but not services agreements), imposes a number of implied warranties, that apply without even being included in the agreement, unless they are explicitly disclaimed in the agreement.

Under the UCC, the specific implied warranties that apply in any given case will depend on whether the seller is a merchant, a merchant who deals specifically with the kind of goods sold under the agreement, or a non-merchant seller.

These implied warranties include warranties for merchantability, fitness for a particular purpose, and title.

In general, to disclaim implied warranties the disclaimer must explicitly refer to each implied warranty being disclaimed, and be conspicuous and in writing (i.e. in a bold, italicized font).

While most courts have held that software is a "good" (and therefore covered by the UCC), many software license agreements provide for a combination of goods and services (not covered by the UCC).

"Software publishers disclaim the implied warranty of merchantability because the repercussions of recognizing such warranties are unknown." The Implied Warranty of Merchantability in Software Contracts: A Warranty No One Dares to Give and How to Change That, Robert W. Gomulkiewicz, 1998, 16 John Marshall J. of Comp. & Info. Law 393.

A No Warranty clause is typically paired with a clause limiting or eliminating liability for the provider.