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Importing Raw Gold to Dubai: What Should the Contract Include?
Importing gold doré into Dubai for refining is a transaction that can run into millions of dollars, and its outcome is decided in the contract long before the first kilogram reaches the airport. The direct answer: a gold doré import contract must settle five questions beyond any doubt — who owns the gold and when title passes, how weight and fineness are determined and who decides in the event of a disagreement, how and when the price is paid, who bears the transport risk, and which law and which forum govern a dispute. Alongside these commercial terms, UAE legislation imposes responsible-sourcing and anti-money-laundering requirements that the contract cannot afford to ignore, failing which the deal ends in a frozen account or a detained shipment.
In this article, a commercial contracts lawyer in Dubai explains the clauses a gold doré import contract must contain and the mistakes that cost importers and refineries their money.
What must a gold doré import contract into Dubai contain?
Gold doré is a semi-refined bar leaving the mine with a fineness usually between 60 and 90 per cent, and it requires an accredited refinery in Dubai to bring it up to investment gold of 999 parts or more. That gap between what is shipped and what is ultimately sold is the source of most disputes, and a good contract regulates it in advance.
A gold doré import contract into Dubai rests on one of two structures, each with entirely different clauses:
The importer or refinery buys the doré from the producer at a price calculated on the actual gold content after assay. Title passes to the buyer, and the seller bears the fineness and weight risk until the agreed point of delivery.
Ownership remains with the owner of the gold, and the refinery refines it against refining charges and an agreed loss allowance, then returns the outturn as bars or purchases it at market price. Here the heart of the contract lies in the outturn calculation, its timing and its charges.
The choice of structure determines who bears the tax, who answers for the licences, and who is exposed if the source of the gold proves unlawful. A corporate lawyer in Dubai therefore begins the review with this question before any other clause.
Passing of title and risk of loss in a gold import contract
Under the Commercial Transactions Law the risk of loss of the goods remains with the seller until delivery to the buyer, whether actual or constructive, and where the seller dispatches the goods at the buyer's request to a place other than the agreed place of delivery, the risk passes to the buyer from the moment of handing over to the carrier, unless otherwise agreed. This default rule is not enough for gold doré, because the shipment passes through several hands between the producer, the secure carrier, customs and the refinery.
The contract must state the point of passing of title and the point of passing of risk separately: risk may pass on handover to the secure carrier while title remains with the seller until payment. The Commercial Transactions Law also allows the parties to apply the international trade rules issued by the International Chamber of Commerce (Incoterms), provided the version and the term are specified precisely, since maritime terms do not suit air shipments.
Added to this is the clause on supply volumes, the delivery schedule and the penalty for delay, the legislator having tightened supplier liability for late delivery; a contract with no binding date leaves the buyer without recourse.
Weight, assay and umpire assay: the heart of the contract
The price of gold doré is known only when the assay result comes out of the refinery, and the contract must therefore contain a complete assay protocol: weighing of the shipment in the presence of both parties' representatives, the sampling method and the division of samples into three, one of them sealed for umpire assay, the permitted splitting limit between the two assays, the accredited body to which the sealed sample is referred once that limit is exceeded, and who bears its cost.
Note that the Law on the Control of Trading in Precious Stones and Precious Metals and their Hallmarking confines the determination of the pure precious-metal content and the issuance of precious-metal certificates to bodies accredited or registered with the Ministry, and criminalises dealing under a certificate issued by other than the certifying body. Any assay certificate from a non-accredited body therefore has no legal standing in the State. We have previously explained the importance of engaging independent inspection companies before importing.
In gold doré transactions, the clause the parties usually neglect is the umpire assay clause — and that is precisely the clause on which the dispute turns once the shipment arrives. A contract without a clear mechanism for resolving a fineness disagreement is a contract without a price.
Price and payment: how do you protect yourself against paying in advance?
The price of gold doré is usually set by a formula rather than a fixed figure: the actual gold content after assay, multiplied by a published reference price on an agreed pricing date, less refining charges, the loss allowance and any agreed costs. The reference price, the pricing date and the currency of payment must be defined precisely.
Payment mechanics are the most dangerous clause in a gold doré import contract into Dubai. Large advance payments before the shipment arrives or before assay are the recurring pattern in the frauds we have addressed in our article on gold trading fraud in the UAE. The safe formula is payment on the final outturn after assay, or through a documentary credit, or a limited advance against a bank guarantee. The Commercial Transactions Law provides that the contract of sale in international sales is independent of the documentary credit between the buyer and the bank, so the credit documents must match the contract to the letter or they will be rejected.
Where an intermediary is involved, his capacity, his commission, who pays it and a non-circumvention undertaking must all be defined — these are the pitfalls of brokerage in commercial dealings that ignite many disputes after the deal closes.
Shipping, secure transport, insurance and customs
Gold doré is not moved as ordinary cargo but through licensed valuables carriers under specialised insurance. The contract must name the secure carrier, state who contracts with him and bears his fee, the point of delivery at the airport, and the insured amount and its beneficiary. In a CIF sale the Commercial Transactions Law requires the seller to insure for no less than the price of the goods with a reputable insurer, a standard worth adopting for air shipments of gold.
On the export side, the Law on the Control of Trading in Precious Metals does not permit the export of precious metals, whether wrought or unwrought, unless accompanied by a certificate or an identification card, and the Commercial Transactions Law places the obligation to obtain the export permit on the seller; the export licence from the country of origin is therefore a condition precedent in the contract, not a later document. On the import side, gold in unwrought or semi-manufactured form appears in the schedule of goods exempt from customs duties annexed to the law raising customs duties on goods imported from outside the GCC customs union, while the customs declaration obligation remains. Should a dispute arise with a supplier outside the State, these documents are the first thing you will be asked for.
Compliance, responsible sourcing and anti-money laundering
Dealers in precious metals and gemstones are designated non-financial businesses and professions under the Executive Regulations of the Anti-Money Laundering Law whenever they carry out a single cash transaction, or several linked transactions, equal to or exceeding AED 55,000. They are accordingly bound by customer due diligence, identification of the beneficial owner and reporting of suspicious transactions, and any breach leads to what we explained in our article on the freezing of bank accounts without a judgment or a charge.
A gold doré import contract into Dubai must therefore contain a dedicated compliance clause covering the following:
An express representation that the gold is lawfully extracted and exported from a licensed mine or aggregator, with the chain of custody to be produced on request, and that the parties and beneficial owners are not subject to any sanctions.
Identification of the beneficial owner of each party under the Cabinet Decision regulating beneficial owner procedures — being whoever owns or controls 25 per cent or more — together with valid corporate documents and licences before the first shipment.
The right of the buyer or the refinery to suspend performance or terminate immediately and without compensation where due diligence produces a result preventing continuation, or the bank refuses to execute the transfer for compliance reasons.
This clause works together with the Ministry of Economy Guidance on Responsible Sourcing of Gold and the UAE Good Delivery Standard applied by accredited refineries; if the refinery is not accredited to that standard, marketing the outturn becomes difficult. The National Committee for Combating Money Laundering gives the gold sector particular regulatory priority.
VAT treatment of gold doré: 5 per cent or zero?
The supply of investment precious metals of 99 per cent fineness or more is zero-rated under the VAT Law, whereas doré of a lower fineness is subject to the standard rate of 5 per cent — a point many overlook when calculating the margin on the deal.
However, the Cabinet Decision on the mechanism of applying VAT to gold and diamonds between registrants allows, where gold is supplied by a registrant to a registered recipient intending to resell it or use it in production or manufacture, the recipient to account for the tax himself instead of the supplier, against a written declaration by the recipient and verification of his registration by the supplier, failing which both are jointly liable. The recipient's tax declaration should therefore be annexed to the contract and the party bearing import VAT identified. See our article on value added tax in the UAE for registration and calculation details.
Governing law and dispute resolution
A gold doré import contract into Dubai is international by nature: the supplier on one continent, the refinery on another and the carrier on a third. The optimal choice is usually UAE law and arbitration seated in Dubai under a written agreement as the Arbitration Law requires, making the award enforceable in the State and in the New York Convention countries.
Our guide to arbitration procedures for major corporate disputes sets out how to draft a valid arbitration clause. Where the parties choose a foreign forum they should know the conditions for enforcing a foreign judgment in the UAE, and the route for suing a person outside the UAE has its own requirements. A short commercial mediation stage before arbitration is also advisable, to settle assay and weight differences without holding up subsequent shipments.
Figures to know before signing a gold import contract
The cash-transaction threshold that brings dealers in precious metals within the designated non-financial businesses and professions and their anti-money-laundering obligations.
The fineness of pure 24-carat gold under the legal standards of fineness adopted in the State, and the end goal of the refining process.
The ownership or control threshold at which a natural person is a beneficial owner who must be disclosed before contracting.
Practical tips before signing a gold doré import contract into Dubai
Tie payment to the final outturn after assay or to a documentary credit, and refuse any request for advance clearance, insurance or permit fees.
Ask for the commercial register, the export licence and the identity of the beneficial owner, and run adverse media and sanctions screening — the refinery and the bank will certainly do so.
Make sure the refinery is accredited under the UAE Good Delivery Standard, or you will end up with refined gold the market will not take.
Gold doré contracts combine commercial, tax and compliance law, and foreign templates frequently conflict with UAE law. You can appoint a lawyer while outside the UAE to review the contract before you travel.
Legal references
Federal Law No. 11 of 2015 on the Control of Trading in Precious Stones and Precious Metals and their Hallmarking, and its Executive Regulations
Federal Decree-Law No. 20 of 2018 on Countering Money Laundering and Combating the Financing of Terrorism and Financing of Illegal Organisations, as amended
Cabinet Decision No. 10 of 2019 concerning the Executive Regulations of Federal Decree-Law No. 20 of 2018
Cabinet Decision No. 109 of 2023 on the Regulation of Beneficial Owner Procedures
Federal Decree-Law No. 50 of 2022 promulgating the Commercial Transactions Law
Federal Decree-Law No. 25 of 2025 promulgating the Civil Transactions Law
Federal Decree-Law No. 8 of 2017 on Value Added Tax, as amended
Cabinet Decision No. 25 of 2018 on the Mechanism of Applying Value Added Tax on Gold and Diamonds between Registrants in the State
Federal Law No. 6 of 2018 on Arbitration, as amended
Federal Decree-Law No. 32 of 2021 on Commercial Companies
Federal Law No. 19 of 2002 on Raising Customs Duties on Goods Imported from Outside the GCC Customs Union
Frequently asked questions on gold doré import contracts into Dubai
Commercial contracts lawyer in Dubai and across the Emirates
AWADH ALMHEIRI LAW FIRM AND LEGAL CONSULTATIONS in Dubai reviews and drafts gold doré import and refining contracts, toll refining agreements and precious-metals supply agreements in the Dubai Multi Commodities Centre and the mainland, and represents parties in commercial arbitration in Dubai.
Our services in gold and precious-metals import contracts extend to Abu Dhabi, Sharjah, Ajman, Umm Al Quwain, Ras Al Khaimah and Fujairah, including companies registered in Abu Dhabi Global Market and the free zones, and to any importer or refinery needing an international commercial contracts lawyer to review a deal before signing or to act for it in a dispute.