The Sell Agreement is a fundamental commercial document used in the United Arab Emirates to formalize the transfer of ownership of goods, assets, or property. It serves as the primary contract document in sales transactions, whether for commercial or individual purposes, and must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and related regulations. This agreement is essential when parties need to document the terms of a sale, including the exact nature of what is being sold, the purchase price, payment terms, delivery arrangements, and warranties. The document can be customized for various transaction types, from simple product sales to complex asset transfers, and includes provisions specifically required under UAE law. It provides legal protection for both parties and creates a clear record of the transaction terms, helping prevent future disputes and ensuring enforceability in UAE courts.
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1. Parties: Identification of seller and buyer with full legal names and addresses
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase, including description of assets/goods
5. Purchase Price: Price, payment terms, and payment method
6. Completion: Details of when and how the sale will be completed, including delivery terms
7. Seller's Warranties: Warranties regarding ownership, condition, and quality of goods/assets
8. Buyer's Warranties: Warranties regarding authority to enter agreement and financial capacity
9. Title and Risk: Transfer of title and risk in the goods/assets
10. Confidentiality: Obligations to keep transaction details confidential
11. Governing Law and Jurisdiction: Confirmation of UAE law governance and jurisdiction
12. Notices: How formal notices under the agreement should be given
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Conditions Precedent: Used when completion is subject to certain conditions being met
2. Intellectual Property: Required when the sale includes IP rights
3. Environmental Matters: Relevant for sale of real estate or industrial assets
4. Employee Matters: Needed when the sale involves transfer of employees
5. Tax Provisions: Detailed tax treatment where significant tax implications exist
6. Post-Completion Obligations: When ongoing obligations exist after completion
7. Non-Competition: Required when seller should be restricted from competing
8. Transitional Services: When seller needs to provide services post-completion
9. Force Majeure: For long-term or complex sales requiring force majeure protection
1. Asset Schedule: Detailed list and description of assets being sold
2. Specification Schedule: Technical specifications of goods/assets
3. Price Calculation: Detailed breakdown of purchase price components
4. Form of Transfer Documents: Templates for documents required to effect the transfer
5. Excluded Assets: List of assets specifically excluded from the sale
6. Due Diligence Results: Summary of key due diligence findings
7. Completion Checklist: List of actions required for completion
8. Required Consents: List of third-party consents needed for the sale
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Real Estate
Technology
Consumer Goods
Industrial
Automotive
Energy
Agriculture
Construction
Healthcare
Professional Services
Hospitality
E-commerce
Relevant Teams
Legal
Commercial
Sales
Procurement
Business Development
Finance
Operations
Risk & Compliance
Corporate Secretariat
Contract Administration
Relevant Roles
Legal Counsel
Commercial Director
Sales Manager
Procurement Manager
Business Development Manager
Contract Administrator
Chief Executive Officer
Chief Financial Officer
Operations Manager
Risk Manager
Compliance Officer
General Manager
Corporate Secretary
Transaction Manager
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