The Free Sales Agreement is a fundamental commercial contract used in the United Arab Emirates for transactions involving the sale of goods between businesses. This agreement type is particularly relevant when parties need flexibility in negotiating terms while maintaining compliance with UAE commercial law. The document incorporates essential provisions required under UAE Federal Law No. 5 of 1985 (Civil Code) and the Commercial Transactions Law, while allowing parties to freely determine specific commercial terms. It's distinct from restricted sales agreements as it doesn't impose limitations on future sales or distribution rights. The agreement typically includes detailed specifications about the goods, pricing structures, delivery terms, warranty provisions, and risk allocation, all framed within the UAE's legal system and commercial practices.
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1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration numbers
2. Background: Context of the agreement and brief description of the transaction
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including subject matter, quantity, and basic commercial terms
5. Price and Payment: Purchase price, payment terms, method of payment, and payment schedule
6. Delivery: Delivery terms, timing, location, and logistics arrangements
7. Title and Risk: Transfer of ownership and risk in the goods
8. Warranties and Representations: Standard warranties regarding product quality, conformity, and legal compliance
9. Termination: Circumstances and process for contract termination
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. Force Majeure: Events beyond parties' control affecting contract performance
12. Notices: Communication methods and contact details for official notices
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Quality Control: Detailed quality standards and inspection procedures, used for complex or technical products
2. Intellectual Property: IP rights and protections, included when dealing with branded or proprietary products
3. Confidentiality: Non-disclosure obligations, used when sensitive information is shared
4. Insurance: Insurance requirements, included for high-value or high-risk transactions
5. Export/Import Compliance: Compliance with trade regulations, used for international sales
6. Return Policy: Terms for product returns and replacements, important for retail or consumer goods
7. Training and Support: Additional services provided with the sale, used for technical products
8. Sharia Compliance: Specific provisions ensuring compliance with Islamic law principles, used when required by parties
1. Schedule 1 - Product Specifications: Detailed description of products including technical specifications
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or special terms
3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures
6. Appendix A - Required Documents: List of documents required for the transaction (e.g., certificates of origin, quality certificates)
7. Appendix B - Contact Details: Key contact persons and their details for both parties
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