As Is Sales Agreement Template for the United Arab Emirates
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What is a As Is Sales Agreement?
The As Is Sales Agreement is commonly used in the United Arab Emirates for transactions involving pre-owned, used, or existing condition goods where the seller wishes to transfer ownership without providing warranties or guarantees beyond the item's current state. This document type is particularly relevant in commercial transactions involving equipment, machinery, vehicles, or other assets where the buyer has the opportunity to inspect and evaluate the items before purchase. The agreement, governed by UAE law including Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Transactions Law), provides protection for sellers while ensuring transparency for buyers through detailed condition descriptions and explicit warranty disclaimers. It's essential for documenting the parties' understanding that the sale is made without representations regarding the item's future performance or condition.
Frequently Asked Questions
Is an As Is Sales Agreement legally binding in the UAE?
Yes, an As Is Sales Agreement is legally binding in the UAE when it complies with the UAE Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993). The agreement must include essential elements like offer, acceptance, consideration, and clear identification of the goods being sold to be enforceable in UAE courts.
How does an As Is Sales Agreement differ from a standard sales contract in the UAE?
An As Is Sales Agreement explicitly disclaims warranties and guarantees about the condition of goods, while standard sales contracts typically include implied warranties under UAE law. This document shifts responsibility for defects to the buyer and limits the seller's liability for hidden faults that might otherwise be covered under UAE Civil Code provisions.
Can I be held liable for defects after signing an As Is Sales Agreement in the UAE?
Generally no, if the agreement properly disclaims warranties and the buyer acknowledges acceptance of goods in their current condition. However, UAE law may still hold sellers liable for deliberately concealed major defects or fraud. The UAE Civil Code protects buyers from intentional misrepresentation even in 'as is' sales.
How long does it take to prepare an As Is Sales Agreement in the UAE?
A simple As Is Sales Agreement can be prepared in 1-2 hours using a proper template, while complex commercial transactions may take several days. The timeframe depends on the value of goods, negotiation of terms, and whether legal review is required under UAE Commercial Transactions Law.
Does an incomplete As Is Sales Agreement still protect me under UAE law?
An incomplete agreement may not provide full legal protection and could be challenged in UAE courts. Missing essential elements like proper warranty disclaimers, goods description, or consideration details can void the 'as is' protection and expose sellers to liability under default UAE Civil Code provisions.
Must an As Is Sales Agreement be notarized in the UAE?
Notarization is not required for most As Is Sales Agreements under UAE law, but it's mandatory for real estate transactions and recommended for high-value goods sales. Some UAE courts may give greater weight to notarized agreements, and notarization can help prove the document's authenticity if disputes arise.
Can I use an As Is Sales Agreement for selling a used car in the UAE?
Yes, As Is Sales Agreements are commonly used for used vehicle sales in the UAE, but specific RTA (Roads and Transport Authority) transfer procedures must still be followed. The agreement protects sellers from mechanical defect claims while buyers accept the vehicle's current condition, though safety inspection requirements may still apply.
About the As Is Sales Agreement
An As Is Sales Agreement is a critical legal document that facilitates the transfer of goods or assets in their current condition without any warranties or guarantees from the seller. Under United Arab Emirates law, this agreement type provides essential protection for sellers while establishing clear expectations for buyers regarding the condition and future performance of purchased items.
When do you need this document?
You need an As Is Sales Agreement when selling or purchasing used equipment, machinery, vehicles, or any assets where the seller cannot or will not provide warranties about future performance. This document is particularly valuable in commercial transactions between businesses, sales of manufacturing equipment, disposal of corporate assets, or when purchasing items from liquidation sales. The agreement is also essential when you're buying property or goods where extensive inspection has occurred, and both parties agree the sale should proceed without seller liability for hidden defects or future malfunctions.
Key legal considerations
The most critical aspect of an As Is Sales Agreement is the comprehensive warranty disclaimer that protects sellers from future claims. You must ensure the agreement clearly defines what "As Is" means and explicitly states that no representations or warranties are made regarding the item's condition, merchantability, or fitness for particular purposes. The document should include detailed condition descriptions, inspection clauses allowing buyer examination before completion, and clear statements about risk transfer. Payment terms, delivery arrangements, and dispute resolution mechanisms must be precisely outlined. Additionally, you should consider including clauses about buyer's right to inspect, seller's disclosure obligations for known defects, and specific exclusions of implied warranties that might otherwise apply under UAE commercial law.
Legal requirements in United Arab Emirates
Under UAE Civil Code (Federal Law No. 5 of 1985), sales contracts must meet specific formation requirements including clear identification of parties, subject matter, and consideration. The UAE Commercial Transactions Law (Federal Law No. 18 of 1993) governs commercial sales and permits warranty disclaimers in business-to-business transactions, though certain disclosure requirements may apply. If the transaction involves a consumer buyer, UAE Consumer Protection Law (Federal Law No. 15 of 2020) may impose additional disclosure obligations and limit certain warranty exclusions. The agreement must be in writing for significant transactions and should specify the governing emirate's jurisdiction, as local commercial regulations may vary. Electronic signatures are generally acceptable under UAE Electronic Transactions Law, but certain high-value transactions may require notarization or registration with relevant authorities depending on the asset type and transaction value.
GOVERNING LAW
Applicable law
This As Is Sales Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
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