Supply Agreement in the UAE: Template and Key Clauses (2026)

A supply agreement in the UAE is the contract under which one business agrees to provide goods to another over time, rather than in a single one-off sale. It governs a continuing relationship: repeat orders, agreed prices, delivery schedules, quality standards and what happens when something is late, short or defective. The better the agreement, the fewer arguments there are when a shipment goes wrong, because the answer is already written down. This is general information, not legal advice. UAE rules differ between the mainland and the free zones, and the law changes, so confirm the current position before relying on a clause. ## How UAE law shapes a supply deal The sale and supply of goods between businesses in the UAE is governed mainly by the Commercial Transactions Law, which covers commercial sales, delivery, payment and remedies. Two further points matter. First, an exclusive distribution or supply arrangement can be caught by the Commercial Agencies Law if it is treated as a registered commercial agency, giving the local party strong termination and compensation protections, so exclusivity should be structured deliberately. Second, the mainland and the free zones differ: DIFC and ADGM operate common-law frameworks and their own courts. For cross-border supply, customs, import rules and the choice of governing law and forum also matter. <!-- [VERIFY] current UAE Commercial Transactions Law and Commercial Agencies Law references before citing specific decree numbers --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SUPPLY AGREEMENT Parties: [Supplier] and [Customer] Date: [date] 1. SCOPE AND PRODUCTS The goods, specifications and any product schedule. Whether supply is exclusive or non-exclusive. 2. ORDERS AND FORECASTS How orders are placed and accepted, lead times, minimum order sizes and any non-binding forecasts. 3. PRICE AND PAYMENT Unit prices, how and when prices can change, currency, VAT, invoicing and payment terms. 4. DELIVERY AND RISK Delivery point and Incoterms, delivery dates, and when title and risk pass to the Customer. 5. INSPECTION AND ACCEPTANCE The Customer's right to inspect, the window to reject non-conforming goods, and the returns process. 6. QUALITY AND WARRANTY The goods meet the agreed specification and stated standards. Warranty period and remedy (repair, replace or refund). 7. COMPLIANCE The goods meet applicable UAE standards, labelling, and import and customs requirements for the product. 8. INTELLECTUAL PROPERTY Who owns any designs, tooling or branding, and any licence granted. 9. LIABILITY AND INDEMNITY Liability caps, excluded losses, and indemnities for product defects or third-party claims. 10. INSURANCE The insurance each party must carry, including product liability cover. 11. TERM AND TERMINATION Term, renewal, termination for breach or insolvency, and run-off of outstanding orders. 12. GOVERNING LAW AND DISPUTES Governed by [UAE federal law / a named free-zone law]. Disputes resolved by [arbitration seated in [DIFC / ADGM / DIAC] / the courts of [emirate]]. Schedule 1: Products and specifications Schedule 2: Prices

- **Mainland versus free zone.** DIFC and ADGM use common-law frameworks and their own courts; the mainland follows federal law and emirate courts.
- **Standards and import.** Products must meet UAE standards, labelling, and customs and import rules; some goods need registration or conformity marks.
- **VAT.** UAE VAT usually applies to the supply of goods; address it in the price clause. ## Common mistakes to avoid - Relying on purchase orders alone, with no master agreement, so quality and remedy terms are never agreed.
- Making a deal exclusive without realising it may trigger commercial-agency protections for the local party.
- Leaving title and risk unclear, so loss in transit becomes a fight, especially for imported goods.
- A price clause that does not say how or when prices change, or that ignores VAT.
- Forgetting UAE standards, labelling and import requirements for the product. ## Keeping supply terms and orders in one place A supply agreement is the backbone of a trading relationship, and it rarely stands still. Prices are revised, product schedules change, orders flow against it, and the renewal date and any volume commitments need watching. When the master agreement, its schedules and the order history sit in different systems, it becomes hard to answer a simple question: what did we actually agree on price and delivery? Drafting a supply agreement, reviewing a price or liability clause a counterparty has changed, editing a schedule in plain language and holding every version and date in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a single straightforward supply deal the skeleton above is enough on its own. The point worth keeping is that supply relationships run more smoothly when the agreement, its schedules and the orders stay together.