Sale And Agreement To Sell for United Arab Emirates

Sale And Agreement To Sell Template for United Arab Emirates

A comprehensive legal document governed by UAE law that combines both an immediate sale and a future sale agreement. It details the terms and conditions of the transaction, including payment terms, delivery schedules, warranties, and specific obligations of both parties. The document must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and related commercial regulations, incorporating necessary provisions for both immediate transfer of ownership and future commitments. It includes specific requirements for completion, risk transfer, and dispute resolution under UAE jurisdiction.

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What is a Sale And Agreement To Sell?

The Sale and Agreement to Sell document is a vital commercial instrument in the United Arab Emirates, used when parties wish to establish both immediate sale terms and future sale commitments in a single agreement. This document is particularly relevant when the sale involves complex assets, staged payments, or future deliverables. It must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and UAE Federal Law No. 18 of 1993 (Commercial Transactions Law), ensuring all essential elements of a valid contract under UAE law are present. The agreement typically includes detailed provisions for payment terms, delivery schedules, warranties, transfer of title, and risk allocation, making it suitable for various commercial transactions from real estate to industrial equipment sales.

What sections should be included in a Sale And Agreement To Sell?

1. Parties: Detailed identification of the seller and buyer, including full legal names, addresses, and registration details if companies

2. Background: Context of the transaction and brief description of the parties' intention to enter into the sale agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the sale including clear description of the subject matter being sold

5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and payment schedule

6. Conditions Precedent: Any conditions that must be satisfied before the sale becomes effective

7. Completion: Details of the completion process, timing, and deliverables

8. Seller's Warranties: Warranties and representations made by the seller regarding the subject matter of sale

9. Buyer's Warranties: Warranties and representations made by the buyer

10. Title and Risk: When and how title and risk in the goods/property passes from seller to buyer

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. Governing Law and Jurisdiction: Confirmation of UAE law as governing law and jurisdiction for disputes

13. Notices: Process and requirements for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Sale And Agreement To Sell?

1. Due Diligence: Details of any due diligence process, used when the sale involves complex assets or business transfers

2. Intellectual Property: Provisions dealing with IP rights, needed when the sale includes intellectual property

3. Employees: Employment-related provisions, required when the sale involves transfer of employees

4. Tax Provisions: Specific tax-related provisions, important for large commercial transactions

5. Confidentiality: Detailed confidentiality obligations, important for commercial transactions

6. Non-Competition: Non-compete provisions, relevant in business sales

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term sale agreements

8. Islamic Finance Compliance: Required when the transaction needs to comply with Islamic finance principles

What schedules should be included in a Sale And Agreement To Sell?

1. Asset Schedule: Detailed description of assets being sold

2. Payment Schedule: Detailed breakdown of payment terms and installments

3. Form of Transfer Documents: Templates of documents required for completing the transfer

4. Specification Schedule: Technical specifications of goods or assets being sold

5. Due Diligence Results: Summary of due diligence findings and outstanding matters

6. Encumbrances: List of any existing encumbrances on the sale items

7. Required Consents: List of third-party consents required for the sale

8. Completion Checklist: List of actions and documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Manufacturing

Retail

Automotive

Technology

Industrial Equipment

Consumer Goods

Construction

Agriculture

Energy

Healthcare

Hospitality

Relevant Teams

Legal

Commercial

Procurement

Sales

Finance

Operations

Risk Management

Compliance

Business Development

Property Management

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Sales Manager

Business Development Manager

Contract Administrator

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

General Manager

Property Manager

Asset Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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