DIFC goods not as described: should I refuse delivery?

If goods supplied under your DIFC-law contract are not as described, refusing delivery does not by itself remove the obligation to pay. First compare the actual goods with the accepted order and identify the precise promise said to have been broken. A disagreement about a brand, manufacturing origin or specification needs that comparison before a decision to reject the shipment or stop installation.

Put these four items together now: the final order with its attachments, the message accepting it, photographs of the disputed goods and a line-by-line discrepancy list. This guide concerns a supply dispute to which DIFC law applies. It does not assume that every sale in Dubai falls within DIFC law or the DIFC Courts.

What differs?	First document to locate	Question to answer
Country of manufacture	Accepted specification and origin statement	Was origin a contractual requirement for this component?
Brand or model	Order confirmation and product schedule	Was a substitute approved before acceptance?
Size or performance	Signed drawings and technical data	What measurable requirement has not been met?
Quantity	Final revision and delivery record	Does the shortage relate to the agreed order or an earlier quotation?
Installation	Scope, access record and site instructions	Was installation omitted, prevented or separately priced?

What must I prove in a DIFC goods not as described dispute?

You need an identifiable contractual requirement and evidence of the departure from it. Start with one disputed item, not a general accusation that the whole delivery is unacceptable. Record its description in the order, the relevant drawing number, what arrived and the evidence showing the difference. If the complaint concerns performance, specify the test or rating being compared.

A useful schedule has a separate row for each component. A door may have one manufacturer, its glass another and its hardware a third. A label on the glass does not, without more, identify the origin of the complete assembly. Ask the supplier to explain the relationship between the label and the promised product. Preserve the label in place and photograph both the detail and the item as a whole.

Divide the file into agreed facts, disputed facts and missing documents. An agreed delivery date should not be buried in arguments about quality. If the supplier accepts that the wrong model arrived, record that admission alongside the proposed replacement. If the supplier disputes the requirement itself, the earlier exchanges and final acceptance become more important than another photograph of the same label.

For ordinary contracts, Article 49 of the official 2024 consolidated DIFC Contract Law starts with the parties' common intention, then the reasonable-person interpretation where that intention cannot be established. This is a reason to preserve both sides of the exchange, including material that complicates your account.

The evidence can be organised into three short files.

Does the showroom promise override the final order?

Not necessarily. The answer depends on the documents, their legal effect and what you are asking the earlier statement to establish. An entire-agreement or merger clause matters. Article 30 of the Contract Law prevents earlier statements from contradicting or supplementing a writing containing that clause, while permitting their use to interpret it.

That distinction was central to Mason v Madison [2021] DIFC CFI 073, paragraphs 22-30. A buyer challenged the origin of supplied doors and windows. The written order did not require the claimed origin and contained merger provisions. The appeal against the payment judgment was dismissed. Crucially, the buyer remained entitled to contractual performance. The decision was not permission for the supplier to take payment and simply keep the goods.

Do not stretch that decision into a rule that sales statements can never matter. In Al Mheiri v El Araj and Cameron [2021] DIFC CFI 057, paragraphs 59-63, a later DIFC judgment distinguished Mason in a misrepresentation dispute governed by UAE law. The distinction between adding a contractual term and challenging consent must be analysed under the law actually governing the transaction. This guide does not decide a separate misrepresentation claim.

Common mistake. Treating a brochure, the first quotation and the accepted order as interchangeable. Build the revision history before deciding which document proves the promise.

Retrieve the actual attachments, not merely email text saying they were attached. Give each version a date and number. Where someone changed the specification to reduce the price, identify exactly what changed. A lower total might reflect fewer items, different materials or a removed installation service. It does not explain itself.

Can an email acceptance bind me without a signed page?

An electronic acceptance cannot be dismissed simply because it was electronic. Articles 15-16 of the official March 2022 consolidated Electronic Transactions Law address electronic contract recognition and formation. Whether a particular exchange concludes the agreement still requires its context and applicable terms.

Look at what the reply accepted. An email saying to proceed immediately after receipt of an order confirmation is different from a request for another sample. A deposit described by reference to an order number may connect the payment to that version. If your response approved only dimensions, preserve the wording that limited it. Avoid replacing the real exchange with a retrospective account that everything remained provisional.

For company purchases, identify who sent the approval and what role they held. Obtain the procurement record and any approval limits relevant to that person. This is a fact-gathering exercise, not a conclusion that every employee can bind the company. Separate the purchase decision from later site instructions given by a contractor who may not have negotiated the price or specification.

Export the email with its headers and attachments. Keep the original message available in the mailbox. A forwarded copy can be useful for reading but may omit attachment names, earlier messages or the recipient list. For messaging apps, preserve surrounding discussion rather than a single favourable screenshot. Note any missing device or inaccessible account promptly so the gap is visible.

Should I stop installation or send the goods back?

That decision should follow a specific assessment of the non-conformity, safety and contractual remedies. A genuine safety concern requires immediate sensible precautions. An unresolved label dispute calls for a different response. Neither this article nor the delivery driver's demand for a signature can determine the right legal response to your particular goods.

Before making an irreversible change, record the condition and invite a documented inspection where appropriate. Decide who will hold the items meanwhile, who may access them and what storage is required. If goods leave the site, list what leaves, what remains, serial numbers, packaging and the person collecting them. Request a receipt that records the disputed position rather than silently describing a voluntary cancellation.

Under the identified Contract Law consolidation, repair or replacement may be an appropriate remedy under Article 85. Article 86(1) permits termination for fundamental non-performance. In a delay case, Article 86(3) also refers to failure to perform within an additional period allowed under Article 81. Article 87 addresses termination notice, including timely notice for late or non-conforming performance. Cure, the additional-period conditions and the parties' terms also need review. None creates a fixed cooling-off period or an automatic right to cancel any imperfect delivery.

Ask for a specific proposal: which component would be replaced, by what item, on which date and with what effect on installation and payment. If you reject that proposal, explain why. The reasons might concern measurable incompatibility, a missing certification or continuing inability to meet the agreed requirement. Keep the explanation tied to the evidence rather than a general loss of confidence.

Where the premises cannot be secured or used, maintain a separate record of temporary protective work. Photograph the condition before and after it, record why it could not wait and retain the invoices. Avoid destructive testing without first considering preservation and inspection arrangements. The aim is to leave someone who was not on site able to understand what happened.

Can I withhold the entire invoice?

Do not assume that one disputed component justifies withholding every amount. Map the payment milestones against the performance they purchase. A deposit, manufacturing-stage payment and installation balance may have different triggers. Article 79 of the Contract Law addresses withholding in simultaneous and consecutive performance, but the actual sequence and contract require attention.

Prepare a reconciliation showing the contract total, approved changes, sums paid, amounts invoiced and your disputed amount. Explain the basis of each disagreement. If an invoice includes an undisputed service as well as the contested item, identify both. A clear reconciliation can expose a calculation error without prejudging the separate legal question of whether a set-off or withholding is available.

Consider this hypothetical comparison. A buyer objects to locally manufactured glass but the accepted schedule specifies only thickness and thermal performance. Another buyer has an accepted schedule expressly requiring a named manufacturing origin. They need different analyses even if the delivered glass is identical. The first must address the missing term and prior communications. The second must establish the departure and the appropriate remedy. Neither should assume the result from a label alone.

Key takeaway. Separate the claimed specification breach, the payment milestone and the remedy sought. A useful complaint explains all three instead of saying that nothing will be paid.

Document comparison is often more informative than a long complaint letter. Place the accepted description and the observed difference next to each other, with a page reference for each. If you cannot complete that short comparison, identify the missing source before adding more allegations.

What should my first written response contain?

Use a factual discrepancy notice that preserves the available choices, not an improvised termination letter. Its wording must be checked against the actual contract before sending. A heading such as inspection request does not prevent the substance from having legal consequences.

1. Identify the contracting parties, order number and final revision you rely on.
2. Describe each disputed item and the exact requirement said to apply.
3. Attach clear photographs or test information, keeping the originals separately.
4. State what happened at delivery, including whether installation was stopped and where the goods are.
5. Request the supplier's explanation and a specific inspection or correction proposal.
6. Set out the invoice reconciliation and distinguish agreed figures from disputed figures.
7. Have any rejection, withholding, termination or settlement wording reviewed before it is sent.

Keep factual correspondence separate from any proposed compromise and ask how each should be framed. Do not assume that adding a confidentiality heading gives every communication protected status. Avoid criminal accusations unless their basis and purpose have been assessed. The immediate objective is to make the dispute answerable: the supplier should know which item, which promise and which response you require.

A proposed resolution should also deal with practical handover.

Does a DIFC claim mean the dispute will be quick and inexpensive?

No fixed outcome, budget or completion date follows from the forum name. The jurisdictional basis must be established first. Then the value, remedy and complexity affect the appropriate route. RDC 53.2 addresses the SCT's allocation criteria for claims within DIFC jurisdiction. It is not a gateway giving the DIFC Courts every Dubai supply dispute.

For an SCT case, an expert cannot give evidence without permission under RDC 53.47. Ask about that before commissioning an expensive report intended for the hearing. The useful question for an expert is usually narrow: does this identified item satisfy this identified requirement? A report that assumes the disputed contractual promise has already been proved may not resolve the problem.

Budget separately for document review, a technical inspection, negotiation and contested proceedings. The SCT costs rule in RDC 53.79 is not a promise of full legal-fee recovery. Request estimates based on the actual quantity of records and disputed issues, with assumptions stated. There may be a commercially sensible correction that costs less than proving a disputed oral assurance, but that comparison needs real figures.

Sources were checked on 29 September 2026. This draft identifies the legislative consolidations used because official database status labels are inconsistent. Current amendments, the applicable contract and subsequent case history require final verification before publication or reliance in a live dispute.

Frequently Asked Questions

Does a different country-of-origin label prove a breach? Not by itself. Establish what the contract required and whether the label refers to the whole product or one component.

Can the earlier brochure still help? It may help identify the dispute and interpret the writing. A merger clause can limit using earlier statements to add or contradict contractual terms.

Does Mason v Madison mean oral promises never matter? No. Its contract-specific reasoning should not be turned into a rule disposing of every interpretation or misrepresentation claim.

I accepted by email but never signed. Is there no contract? Electronic formation is recognised. The complete exchange and any conditions on acceptance need to be examined.

Should I return the items immediately? First consider preservation, inspection, safety and the applicable remedy. Document any collection precisely and do not assume return alone ends payment obligations.

Can the supplier receive payment and keep the goods? Do not assume payment ends the supplier's remaining obligations. Mason expressly preserved the buyer's right to contractual performance.

Can I use an engineer's report at an SCT hearing? Expert evidence requires the SCT's permission under RDC 53.47. Obtain advice on a proportionate inspection and the directions needed.

Does this guide apply to every consumer purchase in Dubai? No. It addresses the specified DIFC-law supply dispute. Other applicable regimes, courts and remedies require their own analysis.

This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.

Related Guides

Our DIFC commercial contracts page covers payment, suspension, termination, guarantees and shareholder disputes under DIFC-law agreements.

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