UAE Commercial Transactions Law — articles 201–300

Where the agent implements the tasks assigned to him under conditions that are more beneficial than those stipulated in the agency, he may not acquire the difference which in such a case belongs to the principal, save wh…

Where the goods or items held by the agent for the account of the principal are highly perishable or are subject to value declination and no instructions are received from the principal in this respect within a reasonabl…

The agent may refrain from performing the work entrusted to him where performance requires exorbitant expenses which have not been paid by the principal, unless otherwise agreed upon between the two parties or unless the…

Where the agent refuses to execute the transaction entrusted to him, he shall forthwith notify the principal thereof. In such case, the agent shall keep safe the goods and other things which he keeps for the principal un…

The agent shall be liable for such damage and loss as are suffered by the goods and other items which he keeps for the principal, save where such damage or loss has been arisen by an external cause beyond the agent's con…

The agent shall not be bound to insure the items which he keeps for the principal unless the latter so requires, or where the insurance is obligatory according to the law or custom, or if the nature of the item so dictat…

1. The agent may not constitute himself as a second party to the transaction assigned to him for execution except in the following cases: a. If the principal authorizes him to do so; b. If the principal's instructions co…

A third party dealing with the agent may request to peruse the agency contract, correspondence and other documents establishing the agent's authority. Any restrictions to the agent's authority shall not be valid vis-à-vi…

The agent shall inform the principal of the transactions he concludes for the principal's account.

The agent shall submit to the principal on the agreed date or on the date fixed by custom or by their previous dealings an account of the business carried out for his account. Such account shall be in conformity with the…

The agent may retain possession of the goods and other items dispatched to, deposited with or delivered to him, as a security for the remunerations and expenses due to him from the principal.

Both parties to the commercial agency contract may terminate it at any time, and no compensation is due except if the termination occurs without prior notice or at an inconvenient time. Where the contract has a fixed ter…

Where the principal does not have a known domicile in the State, the domicile of his agent shall be deemed to be his domicile. He may be litigated against and have official papers served to such domicile with regard to t…

Anything related to the regulation of commercial agency business shall be governed by the relevant laws.

1. Contract agency is an agreement under which the agent undertakes, on a continuing basis and within a particular area of activity, to seek and negotiate the conclusion of transactions for the benefit of the principal i…

A contract agent shall carry out his agency and manage his commercial activity in an independent manner, and shall solely bear the expenses necessary to conduct his activity.

Where the contract stipulates that the contract agent shall set up showrooms, warehouses for goods or maintenance or repair facilities, the contract term may not be less than five years, unless otherwise agreed.

1. The contract agent may not receive the principal's rights, unless the principal grants him this right, and in which case, the agent may not make any reduction or grant a time limit without obtaining a special authoriz…

1. The principal shall pay the agreed remuneration to the agent. 2. Such remuneration may be a percentage of the transaction value, which shall be calculated on the basis of the price of sale to the customers, unless oth…

The contracts agent shall be entitled to a remuneration for transactions concluded by him or for those whose non-conclusion is due to the principal's act, unless otherwise stipulated by the contract.

The principal shall provide the agent with all information necessary for the implementation of the agency.

1. The contracts agent shall be bound to safeguard the principal's rights and he may take all the precautionary measures to that effect. He shall as well provide the principal with the information pertaining to the marke…

In the event where the principal replaces the contracts agent by a new agent, the latter shall be jointly responsible with the principal for the payment of the compensation decided by the court to the previous agent when…

Notwithstanding the rules of jurisdiction provided for in the Civil Procedure Code, the court within its jurisdiction the contract performance is located shall be competent to hear all disputes arising from the contracts…

A distribution contract whereby a merchant undertakes to promote and distribute products of an industrial or commercial facility in a specific area on an exclusive distributorship basis, shall be considered as a contract…

In case of denial and lack of lawful excuse, all cases arising from a contract agency shall be barred after the lapse of (3) three years from the termination of the agency.

1. Commission agency is a contract under which the agent undertakes, in return for a commission paid by the principal, to perform a legal act in the agent's own name for the principal's account. 2. If the commission agen…

1. Where the commission agent sells at a lower price or buys at a higher price than that fixed by the principal, and the latter wishes to refute the transaction, the principal shall notify the agent thereof within one we…

1. Where the commission agent buys for the account of the principal goods of a type or category that is different from that requested by the principal, the latter shall not be bound to accept the same. 2. Where the commi…

Where the commission agent enters into a contract with conditions better than the ones identified by the principal, the benefit shall be reverted to the principal. However, the agent shall provide his statement of accoun…

1. Where a commission agent who is assigned to sell grants the buyer, without the permission of the principal, is given a time limit for payment of the price or makes the price payable by installments, the principal may …

Where the instructions of the principal require the commission agent to effect sale against a deferred price and the latter effects the sale for an advance payment lower than the same, the principal may not require him t…

1. A commission agent may not change trademarks affixed to the goods received by him from the principal or for the principal's account. 2. Where the commission agent has possession of a whole bunch of goods of the same k…

1. A commission agent may disclose the name of the principal for whose account he enters into contract, unless the principal requires him not to do so. The disclosure of the principal's name shall not result in a change …

1. A commission agent shall be directly liable to third party with whom he entered into contract, and such third party shall also be directly liable to the commission agent. 2. A third party with whom the commission agen…

1. Further to his right of seizure, the agent shall have lien over goods and other items dispatched by the principal or stored with or delivered to the agent. 2. Such lien shall secure the agent's remuneration and any ex…

1. The agent shall not have any the right of lien referred to in Article (236) above unless he possesses goods or items for the principal's account. Such possession shall be realized in the following cases: a. Where the …

The agent's lien shall have priority over all other liens, except judicial expenses and sums due to the Government.

1. The execution proceedings adopted for a commercially mortgaged item shall apply to the execution against goods and items in possession of the agent. 2. Where the agent is assigned to sell the goods or items in his pos…

1. Where the commission agent who is assigned to sell is declared bankrupt before receiving the price, the principal may claim payment of the price directly from the buyer. 2. Where the commission agent who is assigned t…

1. A commission agent shall not guarantee the fulfillment of his obligations by the third party with whom he contracted, unless he assumed expressly this guarantee, or if such guarantee is stipulated by Law, or if it is …

A commission agent may not delegate to a third party the work entrusted to him, unless he obtains the permission of the principal to do so. If he delegates another agent to carry out such work, the person delegated shall…

Commercial representation is a contract under which the commercial representative undertakes, on a continuing basis within a specific region, to conclude transactions in the name and for the account of the principal.

A commercial representative shall not warrant the implementation of transactions concluded through him, unless he had expressly agreed to such warranty or in case the custom in the area where he carries out his activity …

1. A merchant shall be liable for any transactions and contracts entered into by his representative within the limits of the delegation conferred on him by the merchant. 2. Where the representative is delegated to by sev…

1. Where the limits of the authority vested in the commercial representative have not been determined, the authority shall be deemed general and comprehensive for all the transactions related to the kind of trade which t…

A commercial representative shall carry out, in the name of the merchant who conferred delegation on him, the commercial activities which he has been authorized to undertake on behalf of the merchant. Upon signing the sa…

A commercial representative may represent the merchant in actions arising from the commercial transactions carried out by him.

A commercial representative shall be jointly liable with the merchant for complying with the law provisions related to unfair competition.

A commercial representative may not carry out any commercial transaction of the kind for which he is represented for his own account or for the account of a third party, without the express prior consent of the merchant …

Where it is agreed that the commercial representative shall be the exclusive general representative of the merchant in the agreed area, the commercial representative shall be entitled to a commission for each transaction…

Brokerage is a contract whereby a broker undertakes to another person to look for and mediate in negotiations with a second party, in order to enter into a specific contract, in consideration of a fee.

1. Where the broker's fee is not fixed in the Law or the agreement, it shall be determined according to the customs. In the absence of a custom, the judge shall estimate it according to the transaction value, the effort …

1. A broker shall be paid for his brokerage if such brokerage results in the conclusion of the contract between the two parties. The contract shall be deemed to have been concluded when both parties have agreed on all su…

Where the contract which has resulted from the broker's brokerage is terminated, the broker may claim his fee or keep it where he has already received it, unless fraud or serious error is established on his part.

Where the broker brokers the conclusion of a legally-prohibited transaction, he shall not receive any fee in consideration of such transaction.

1. The broker shall be entitled to receive a fee only from the party to the transaction who has delegated him. 2. Where the broker has been delegated to by both parties, each of them shall be severally liable to the brok…

A broker, even if he is delegated only by one of the transaction parties, shall submit a faithful offer to them and inform them of all circumstances known to him, and he shall be liable to them for any fraud or fault com…

A broker may not recover the expenses incurred by him in the execution of the task assigned to him, unless otherwise agreed. In such case, the said expenses shall be payable even if the contract has not been concluded.

A broker may not claim his fee or recover his expenses if he has caused damage to either contracting party in favor of the other contracting party who did not assign him to broker in the conclusion of the contract, or wh…

A broker may not act as second party to the contract for which he acts as a broker, unless the contracting party authorizes him to do so. In such case, the broker shall not be entitled to a fee.

1. A broker shall record in regular entries all the transactions concluded through his endeavors, and shall keep the relevant documents, and shall further give a true copy of all the foregoing to any contracting party re…

A broker shall be liable to compensate any damage arising from the perishing or loss of documents, papers or items delivered to him pertaining to the transaction for which he is brokering, unless he proves that such peri…

A broker may not render brokerage for persons who are reputed for their insolvency, or if he knew them to be unqualified.

1. A broker shall not be required to guarantee the solvency of the two parties to the transaction in which he acts as a broker and shall bear no liability for its implementation or for the value and quality of the goods …

1. Where a broker designates another person to perform the task assigned to him without being authorized to do so, he shall be liable for the designee's action as if such action has been made by him; however, both the br…

Where several brokers have been assigned for one contract, they shall be jointly liable for the task entrusted to them, unless they have been authorized to act severally.

Where several persons assign one broker for a joint task, they shall be jointly liable to the same for the performance of such task, unless otherwise agreed upon.

Brokerage in stock markets and goods shall be governed by the provisions of the relevant laws and regulations.

A transport contract is a contract under which the carrier undertakes, in return for remuneration and by its own means, to transport a person or an item from one place to another.

Apart from maritime transport, the provisions stipulated in this Part shall apply to all kinds of carriage, regardless of the carrier's capacity, subject to those provisions stipulated in the laws concerning certain kind…

The provisions set forth in this Part shall apply to carriage even if it is associated with operations of another nature, as long as such operations do not constitute the main objective of the contract.

1. A carriage contract and a commission agency contract for carriage shall be concluded by the mere association of an offer and an acceptance, unless both parties agree to defer such conclusion to the time of delivery. T…

1. Where the carrier uses multiple forms of contracts and the two parties have not agreed to adopt a specific form, the carriage shall be effected according to the form which includes the general conditions. 2. Where the…

1. Where the carrier holds a concession of a certain type of carriage or of the utilization of specific lines of transport, it shall be bound to accept all requests raised to the same, save where a request is contrary to…

The carrier's liability shall cover his acts and those of his subordinates when such acts are committed by them in the course of rendering their services. All persons employed by the carrier for the performance of its ob…

1. Explosion, burning, derailing or collision of the carriage means or any other accidents attributed to the tools and machines used by the carrier in the performance of the carriage and may constitute a force majeure ev…

A carrier may not be held accountable for compensating any damage arising from the disruption of carriage or deviation from the route set due to necessity to provide assistance to any sick, injured or endangered person.

1. Fraud in the performance of a carriage contract shall mean any act or omission committed by the carrier or his subordinates with the intent to cause damage. 2. A serious error shall mean every act or omission committe…

1. The consignor shall provide the carrier with particulars of the consignee's name and address, the destination, and the type, value, weight, volume, quantity, packaging and wrapping method, and number of packages of th…

1. The bill of lading shall contain, in particular, the following data: a. Date of the bill and the location where it was executed; b. Names and places of residence of the consignor, consignee, carrier and the commission…

1. The consignor may require the carrier to hand him a copy of the bill of lading. 2. Where no bill of lading is executed, the consignor may require the carrier to deliver to him a receipt signed by the carrier purportin…

The bill of lading and the receipt issued and signed by the carrier purporting to the receipt of the item carried shall constitute evidence for the particulars stated therein. Any person claiming the contrary to such par…

1. The rights and obligations arising from the carriage contract shall neither be established for nor be binding on the consignee, unless he accepts such rights and obligations either expressly or implicitly. 2. The rece…

1. The consignor shall deliver to the carrier the item to be carried and the documents necessary for the performance of the carriage. The consignor shall be held liable where such documents are insufficient or untrue. Me…

1. Where the nature of the item intended to be carried requires special preparations for carriage, including packaging or wrapping, the consignor shall take such precautions as would protect it from perishing or damage, …

1. A carrier may examine the items to be carried, in order to verify their condition and the authenticity of the particulars provided by the consignor in this respect. 2. Where such an examination requires the opening of…

The receipt by the carrier of the items to be carried without any reservations shall constitute evidence that he received them in good condition and in conformity with the particulars stated in the bill of lading. Where …

1. The carrier shall ship and stack the item to be carried on board of the ordinary means of carriage, unless otherwise agreed. 2. Where the consignor requires the shipping to be made on board a specific type of means of…

1. The carrier shall follow the route agreed upon. In the absence of an agreement for a specified route, the carrier shall take the shortest route. 2. A carrier may change the route agreed upon or take a longer one where…

1. The carrier shall ensure the safety of the item during the performance of the carriage contract. 2. Where the safekeeping of the item during carriage route necessitates re-packaging or repair, increase or decrease of …

1. The carrier shall unload the item upon arrival, unless unloading is carried out by the consignee or another person under an agreement, law, regulation or instructions. In such case, the carrier shall not be liable for…

1. Where the delivery is not required at the place of the consignee, the carrier shall notify him of the arrival of the item carried and of the time on which he may take delivery thereof. 2. The consignee shall receive t…

1. Where the item to be carried is in possession of the carrier, the consignor may order him to refrain from executing the carriage, to stop it or to return the item to him, or to direct it to a person other than the ori…

The carrier shall execute the instructions issued to him by whomever is entitled to do so, pursuant to the provisions of Article (294) above, unless the carriage conditions prohibit the same, or unless it is impossible f…

1. Where an obstacle prevents the commencement of carriage, or if the carriage is disrupted during its execution, or if the consignee fails to appear to receive the item carried, or if he appears but abstains form paying…

The consignor shall pay to the carrier the freightage and other costs which may accrue, save where it is agreed that they shall be borne by the consignee, in which case, both the consignor and consignee shall be jointly …

The carrier shall not be entitled to freightage in respect of such items perished in consequences of a force majeure event.

1. Where a force majeure event prevents the execution of carriage, no freightage shall accrue to the carrier. However, if said force majeure event hinders the carriage from being completed, the carrier shall be entitled …

The right to claim for the recovery of the sum paid in surplus to the freightage agreed or prescribed in the carriage conditions shall be vested in the person who paid the freightage.