This article considers how UAE companies bidding for Iraqi government projects can reconcile commitments from manufacturers, Iraqi distributors and the contracting entity itself. A bid may rely on a manufacturer’s authorisation and a local distributor for delivery and support, while the tender requires the bidder to take full responsibility for performance. Each participant’s commitments must support what the bidder promises.
Public procurement in Iraq is now governed by the Public Contracts Implementation Instructions No. 1 of 2025, which replaced the 2014 instructions for tenders and contracts from February 2026, together with the Ministry of Planning’s standard bidding documents. The Civil Code No. 40 of 1951 governs contractual obligations, and the Law on Regulating Commercial Agency No. 79 of 2017 may apply to the Iraqi distribution arrangement.
The bidder and the proposed contractor
The bid should identify the legal entity submitting the offer, giving the undertakings and signing the contract. Use of a manufacturer’s name or group branding should not obscure that identity, and qualification requirements should be assessed against the entity actually bidding, including any registration required for foreign companies to participate in Iraqi tenders.
A review of Iraqi public procurement documents should establish whether the authority requires a manufacturer’s authorisation, a direct manufacturer warranty or proof of local service capability. These serve different purposes. A letter allowing the bidder to sell a product does not mean the manufacturer accepts responsibility to the authority for installation, training or long-term maintenance.
The scope of manufacturer support
The manufacturer’s undertaking should identify the products, project, beneficiary and period. Its conditions should be compared with the bid and proposed contract, because a warranty limited to replacement parts leaves a gap if the bidder promises labour, travel and uninterrupted support. The comparison should cover:
- Product specifications and authorised configurations.
- Delivery commitments and spare parts availability.
- Warranty beneficiaries, exclusions and claim procedures.
- Technical support and its duration.
Where the tender prescribes a form of authorisation, any changes should be assessed before submission, since a commercially reasonable alternative may still fail the procurement requirement.
Distributor and local support responsibilities
The Iraqi distributor should have a valid, registered appointment and the permissions required for its activities. Distribution, importing, installation and regulated technical services should be distinguished, as one registration may not cover all of them.
A review of Iraqi distribution and supply agreements should confirm that the bidder has the rights and resources needed to meet its own commitments. If the distributor changes or loses a permit, the bidder should know whether replacement is allowed and requires approval. Subcontracting does not release the bidder from responsibility under the government contract.
Key features of the 2025 instructions
The 2025 instructions introduced a unified electronic tender platform, tighter limits on variations, defined ranges for delay damages and a default warranty period, and they generally require public contracts to be governed by Iraqi law with Iraqi courts as the default forum. Bidders should check how these rules affect warranty periods, delay exposure and dispute resolution in their supply chain agreements, so that back-to-back commitments from manufacturers and distributors match the obligations owed to the authority.
Consistency through award and performance
The final contract should be checked against the undertakings given at bid stage. Changes of model, manufacturer or service provider can affect both technical compliance and commercial allocation, and should follow the authorised clarification and variation procedures rather than informal acceptance by project staff.
Bid bonds and performance guarantees should name the correct bidder and contract, with expiry and demand terms matching the tender. Manufacturer support or agency appointments may expire before the government’s warranty or maintenance period, so renewal and transition obligations should be secured while those parties remain committed, and signed documents and evidence of authority preserved.
Bid and performance security
Iraqi tenders require bid bonds and performance guarantees, usually issued or confirmed by banks acceptable to the contracting authority. UAE bidders should confirm early whether guarantees from UAE banks will be accepted directly or must be counter-guaranteed by an Iraqi bank, as this affects cost and timing. Guarantee wording should follow the tender form exactly, since deviations can lead to disqualification.
The bidder should also consider how its supply chain supports these guarantees. Manufacturers and distributors may be asked to provide back-to-back security covering their own performance, so that a call by the authority on the bidder’s guarantee can be recovered from the responsible party. These arrangements should match the triggers and amounts in the main guarantee, and their expiry dates should extend at least as long as the bidder’s exposure under the government contract.
Conclusion & how Etihad Law Firm can help
A compliant bid needs supporting commitments that match what the proposed contractor promises to deliver under the current procurement rules.
Providing Iraq tender bid legal review for Emirati businesses, Etihad Law Firm reviews tender documents and bid undertakings, drafts manufacturer and distributor arrangements, and advises through award and performance, identifying gaps before they become qualification or performance disputes.