Deal with KSA:
contract, goods, customs and money

01

Civil Transactions Law has changed the contract map

Current law codifies the creation of a contract, good faith negotiations, interpretation, execution, breach, compensation, and certain types of contracts. For commercial relations, it is applied taking into account special commercial acts and the nature of the transaction.

02

First the deal diagram, then the template

Parties

Seller, buyer, importer, agent, carrier and end-user

Subject

Goods/services, specification and acceptance

Price

Currency, VAT/WHT, duty, freight and adjustment

Performance

Milestones, delivery, title and risk

Protection

Warranty, indemnity, cap and insurance

Exit

Suspension, termination, transition and records

03

Counterparty and signer

Before signing, MISA/CR status, authorized activities, manager, board resolution, power of attorney, beneficial ownership and industry licenses are checked. Commercial registration confirms the existence, but not every declared service and not the authority of a specific signatory.

04

Incoterms do not define ownership

The contract specifies the exact Incoterms rule, wording and named place. Title, importer status, product approval, tax, inspection, delay, sanctions compliance, documentary discrepancy and the consequences of customs hold are separately regulated.

05

Importer of record

The importer must have the appropriate registration and is responsible for customs declaration, classification, origin, value, approvals and payments. If the importer provides a distributor or logistics partner, the agreement specifies access to documents, audit, correction, refund and responsibility for an inaccurate declaration.

06

FASAH and document set

ZATCA lists commercial invoice and bill of lading among the main documents; certificate of origin is required subject to published exceptions. Additional certifications and registrations vary by product. The declaration and documents are prepared before the arrival of the cargo through FASAH and an authorized customs broker.

1. 01
   Classify

   HS code, description and customs treatment.

2. 02
   Qualify

   Origin, value, approvals and exemptions.

3. 03
   Document

   Invoice, transport, origin and permits.

4. 04
   Declare

   FASAH filing, inspection and payment.

07

Product compliance before shipment

IECEE, SABER/conformity, SFDA, CST and other approvals are applied by product category. Markings, Arabic label, technical file, manufacturer identity and test reports are checked before production and shipment, and not after arrival at the port.

08

Agency, distribution and franchise

Exclusivity, territory, online sales, targets, stock, marketing, customer data, IP and termination are consistent with Commercial Agencies Law, Franchise Law, Competition Law and the actual activity model. The incorrect name of the contract does not remove the relationship from the mandatory regime.

09

The bank should see the same transaction

Advance

Return conditions and performance security

Letter of credit

Document set, dates and discrepancy rules

Guarantee

Underlying obligation, demand and expiry

FX

Currency, conversion and timing

Compliance

Parties, origin, ports, vessels and end-use

Tax evidence

Invoice, VAT/WHT treatment and certificates

10

Government order and local content

For procurement, qualification, Etimad procedure, local content, Saudisation, pricing rules, performance bond, Arabic documents and RHQ policy are checked separately with applicable exceptions. A private commercial template without adaptation for tender is usually insufficient.

11

Court, arbitration and enforcement

Governing law, Saudi courts or arbitration, seat, institution, language, interim relief and enforcement are chosen consciously. For a cross-border agreement, Arabic-ready originals, notice mechanics, electronic evidence and authority file are prepared in advance.

12

Before the first delivery

1. 01

   Check parties, licenses and credentials.

2. 02

   Agree on price, tax, Incoterms, title and risk.

3. 03

   Confirm importer, HS, origin, value and approvals.

4. 04

   Carry out dry run FASAH, bank and document set.

5. 05

   Set up claims, dispute clause and evidence retention.