A prices-subject-to-change disclaimer should tell customers, in plain language, that your listed prices aren’t locked in, specify which price controls when an order is placed, and sit on the same screen as the price it modifies. Done right, it reinforces the default contract rule that an advertised price is an invitation to deal rather than a binding offer. Done poorly, or buried where no one sees it, it leaves you exposed to breach-of-contract claims and, if the practice looks deceptive, Federal Trade Commission penalties that reach $53,088 per violation.
What to Put in the Disclaimer
A workable disclaimer answers the questions a customer would actually ask before clicking buy. Five pieces do most of the work.
- Scope. Say whether the notice applies to every product or only certain categories. If a promotion locks in a price on specific items, carve that out.
- Which price controls. Will you honor the price shown when the order is placed, or the price in effect at shipment? This single sentence prevents more disputes than anything else in the disclaimer.
- Notice period. Some businesses commit to advance notice before a change takes effect. Others reserve the right to change prices without notice. Either is legitimate; the customer should know which applies.
- Inventory limits. Pairing “while supplies last” with your price-change language sets expectations before a customer discovers the item is gone.
- Additional charges. If taxes, shipping, or service fees sit on top of the listed price, say so.
Keep the wording direct. Something like “Prices are subject to change without notice. The price in effect at the time your order is confirmed will apply” tells a customer what they need in two sentences. Skip the legalese, skip vague cross-references to terms “available elsewhere,” and resist the urge to pad it. A short disclaimer that a customer actually reads is worth more than a paragraph they scroll past.
Why the Disclaimer Works
Under general contract law, advertisements, catalogs, and price lists are treated as invitations to negotiate, not binding offers. The business posts a rough price, the customer places an order, and the contract forms when the business accepts. A disclaimer makes this explicit so there’s no ambiguity if your costs shift between posting and sale. Without one, a customer who relied on an outdated price has a stronger argument that the ad looked firm enough to enforce.
For merchants selling goods, the Uniform Commercial Code adds a twist. Under UCC Section 2-205, a signed written offer promising to stay open is irrevocable for up to three months even without consideration.1Cornell Law Institute. Uniform Commercial Code 2-205 – Firm Offers A disclaimer saying prices may change helps keep your catalog or site from being read as that kind of standing commitment.
Where to Place It So It Counts
A disclaimer buried where nobody reads it is the same as no disclaimer at all. The FTC applies a “clear and conspicuous” standard to disclosures and has stated plainly that “‘Clear and conspicuous’ is a performance standard, not a font size.”2Federal Trade Commission. Full Disclosure The test is whether a reasonable consumer would actually notice and understand the notice.
The agency’s endorsement guides define clear and conspicuous as “difficult to miss and easily understandable by ordinary consumers,” meaning a visual disclosure should stand out from surrounding text based on size, contrast, location, and duration.3eCFR. 16 CFR Part 255 – Guides Concerning Use of Endorsements and Testimonials in Advertising The closer the disclaimer sits to the price, the better.
Websites and Mobile Screens
Small screens make this harder. The FTC’s online advertising guidance says that if a disclosure cannot be made clearly and conspicuously on a particular device or platform, that platform shouldn’t be used for the ad.4Federal Trade Commission. FTC Staff Revises Online Advertising Disclosure Guidelines A few practical rules follow from the agency’s guidance:
- Place the disclaimer “as close as possible” to the price, because mobile users may not scroll.
- Avoid pop-ups, which the FTC notes are “often blocked.”
- Avoid hyperlinks for disclosures involving “product cost or certain health and safety issues.”5Federal Trade Commission. .com Disclosures: How to Make Effective Disclosures in Digital Advertising
Put the notice on the same screen as the price, in readable text, with enough contrast to stand out. If a customer has to click through, dismiss a pop-up, or scroll past unrelated sections to find it, the disclaimer may not hold up.
What the Disclaimer Can’t Do
A disclaimer gives you flexibility to adjust prices. It does not give you cover to mislead people. Section 5 of the FTC Act prohibits unfair or deceptive acts in commerce, and a price-change notice doesn’t override that.6Office of the Law Revision Counsel. 15 U.S. Code 45 – Unfair Methods of Competition Unlawful; Prevention by Commission
The FTC’s Guides Against Bait Advertising define bait advertising as “an alluring but insincere offer to sell a product or service which the advertiser in truth does not intend or want to sell.”7eCFR. 16 CFR Part 238 – Guides Against Bait Advertising Behaviors the agency examines include refusing to sell the advertised item on the terms listed, disparaging the product once a customer shows interest, understocking without disclosing limited supply, and refusing to take orders for delivery within a reasonable time. A “prices subject to change” line doesn’t protect against any of these. If you repeatedly advertise prices you don’t intend to honor, the disclaimer becomes evidence of a pattern instead of a shield.
Penalties are not trivial. As of 2025, a knowing violation of an FTC rule on unfair or deceptive practices carries a maximum civil penalty of $53,088 per violation.8Federal Trade Commission. FTC Publishes Inflation-Adjusted Civil Penalty Amounts for 2025 Each deceptive transaction can count separately, and the FTC can also seek restitution and injunctions.
Pricing Errors and the Terms That Back the Disclaimer Up
Even with a well-placed disclaimer, genuine mistakes happen: a misplaced decimal, a database glitch, a $500 item listed at $5. In most cases you aren’t locked into the wrong price. Under the contract principle of unilateral mistake, a court can allow a business to void or correct a transaction when the error is obvious and the other party knew or should have known something was off. A 99% price drop reads as a likely mistake; a 10% one usually does not.
Timing matters. Most online transactions treat the product listing as an invitation to deal, the customer’s order as the offer, and the shipping or confirmation email as the acceptance. Until that acceptance happens, no contract has formed and you can pull back. The disclaimer reinforces that the listed price wasn’t a commitment in the first place.
To make this protection stick, pair the disclaimer with terms and conditions that cover three things:
- A stated right to cancel orders affected by pricing errors, even after payment, with a full refund.
- Language confirming that product listings are invitations to deal, not binding offers.
- An error-correction policy clarifying that you aren’t obligated to honor prices resulting from technical glitches.
When a Disclaimer Isn’t Enough
Some industries have federal rules that a general disclaimer cannot satisfy.
Airlines operate under 14 CFR Section 399.84, which treats advertising a partial fare as an unfair and deceptive practice unless the stated price includes “all taxes and fees that are required to purchase air transportation.”9eCFR. 14 CFR 399.84 – Price Advertising and Opt-Out Provisions Component prices can appear but cannot be displayed more prominently than the total. The same rule prohibits automatically adding optional services, and each-way fares available only as round-trip purchases must be clearly labeled with the round-trip condition near the fare.
Hospitals face CMS price transparency requirements and must publish pricing in both a comprehensive machine-readable file and a consumer-friendly display of shoppable services.10Centers for Medicare & Medicaid Services. Hospital Price Transparency Updated requirements finalized in the CY 2026 Hospital Outpatient Prospective Payment System rule take effect on April 1, 2026, and CMS can audit for compliance and impose civil monetary penalties. A disclaimer does not substitute for these filings.
If you operate in either sector, write the disclaimer to work alongside the regulatory requirements, not in place of them.