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Vendor Agreement
I need a vendor agreement for a local supplier providing office supplies on a monthly basis, with a focus on timely delivery and quality assurance. The agreement should include payment terms of net 30 days, a clause for handling defective goods, and a termination notice period of 30 days.
What is a Vendor Agreement?
A Vendor Agreement sets the ground rules when your business partners with suppliers in Indonesia. It spells out how much you'll pay, what goods or services you'll receive, delivery schedules, and quality standards that must meet Indonesian trade regulations and consumer protection laws.
Beyond basic terms, these agreements protect both parties by clarifying payment methods, handling disputes through local arbitration, and meeting tax compliance under Indonesian law. They're especially important for ongoing business relationships and help prevent misunderstandings about each party's rights and responsibilities under the country's Civil Code.
When should you use a Vendor Agreement?
Use a Vendor Agreement before starting any significant supplier relationship in Indonesia. This applies when ordering inventory from manufacturers, hiring service providers, or setting up regular deliveries from local or international suppliers. It's especially crucial when dealing with high-value goods, critical business supplies, or services that impact your operations.
The agreement becomes essential when your purchase involves specific compliance requirements under Indonesian trade laws, complex delivery schedules, or quality standards that need clear documentation. Put it in place before money changes hands, particularly for ongoing relationships where you need clear terms for pricing adjustments, performance metrics, and dispute resolution.
What are the different types of Vendor Agreement?
- Standard Vendor Agreement: Basic template covering essential terms for most business relationships, ideal for straightforward supply arrangements
- Vendor Contract Agreement: More detailed version with comprehensive terms for complex, long-term partnerships
- Retail Vendor Agreement: Specialized for retail suppliers with specific merchandising and inventory requirements
- Third Party Vendor Contract: Designed for outsourced services and indirect supplier relationships
- Food Truck Lease Agreement: Customized for mobile food vendor operations with specific location and licensing terms
Who should typically use a Vendor Agreement?
- Business Owners: Sign and implement Vendor Agreements to protect their companies when working with suppliers, especially crucial for SMEs in Indonesia's growing markets
- Procurement Managers: Draft and negotiate terms, manage vendor relationships, and ensure compliance with internal policies
- Legal Teams: Review and customize agreements to meet Indonesian regulatory requirements and protect company interests
- Suppliers/Vendors: Review, negotiate, and comply with agreement terms while delivering goods or services
- Finance Departments: Monitor payment terms, handle invoicing, and ensure financial compliance with agreed terms
- Quality Control Teams: Enforce performance standards and specifications outlined in the agreement
How do you write a Vendor Agreement?
- Vendor Details: Collect complete business information, tax numbers, and legal registration documents from your supplier
- Scope Definition: Document exact products/services, quantities, quality standards, and delivery schedules
- Payment Terms: Outline prices, payment methods, and schedules that comply with Indonesian banking regulations
- Performance Metrics: Define measurable standards and consequences for non-compliance
- Legal Requirements: Check Indonesian business licensing requirements and tax obligations
- Internal Approval: Get sign-off from procurement, finance, and relevant department heads
- Document Generation: Use our platform to create a legally-sound agreement that includes all required elements
What should be included in a Vendor Agreement?
- Party Information: Complete legal names, addresses, and tax registration numbers of both vendor and client
- Contract Scope: Detailed description of goods/services, specifications, and delivery terms
- Payment Terms: Price, payment schedule, and currency in accordance with Indonesian foreign exchange laws
- Duration & Termination: Contract period, renewal options, and conditions for ending the agreement
- Dispute Resolution: Choice of Indonesian law, arbitration procedures, and jurisdiction details
- Force Majeure: Events beyond control that excuse performance under Indonesian civil code
- Confidentiality: Protection of business secrets under Indonesian data protection laws
- Signature Block: Space for authorized representatives with company stamps as required
What's the difference between a Vendor Agreement and an Agency Agreement?
A Vendor Agreement differs significantly from an Agency Agreement in several key aspects, though both involve business relationships. While both documents are common in Indonesian commerce, they serve distinct purposes and carry different legal implications under Indonesian law.
- Relationship Type: Vendor Agreements establish a direct buyer-seller relationship for goods or services, while Agency Agreements create a representative relationship where one party acts on behalf of another
- Legal Authority: Agency Agreements grant the agent power to bind the principal in transactions with third parties; Vendor Agreements don't convey such authority
- Payment Structure: Vendor Agreements typically involve direct payment for goods/services, while Agency Agreements often include commission-based compensation
- Duration: Vendor Agreements usually cover specific transactions or fixed periods, whereas Agency Agreements tend to establish ongoing representational relationships
- Liability Framework: In Agency Agreements, principals may be liable for agent actions; Vendor Agreements maintain clearer separation of liability between parties
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