The Agreement and Bill of Sale is a crucial document used in Indonesian commercial transactions to formalize the sale and transfer of assets between parties. This document type is particularly important in Indonesia's legal framework, where formal documentation of ownership transfer is essential for legal certainty. It combines elements of both a forward-looking agreement and a present-time transfer document, making it suitable for immediate or future-dated sales transactions. The document must comply with Indonesian Civil Code requirements and often requires notarization for certain types of assets. It's commonly used in both business-to-business and business-to-consumer contexts, particularly for significant assets where clear documentation of ownership transfer is crucial.
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1. Parties: Identification and details of the seller and buyer, including their legal names, addresses, and any relevant registration numbers
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the asset(s) being sold
5. Purchase Price: The agreed price and payment terms, including payment method and schedule
6. Transfer of Title: Terms regarding the transfer of ownership from seller to buyer
7. Seller's Representations and Warranties: Statements and guarantees about the asset(s) and seller's authority to sell
8. Buyer's Representations and Warranties: Statements and acknowledgments by the buyer
9. Closing and Delivery: Details of when and how the asset(s) will be delivered
10. Governing Law: Specification that Indonesian law governs the agreement
11. Dispute Resolution: Process for resolving any disputes that may arise
12. Execution: Signature blocks and execution requirements
1. Conditions Precedent: Required when there are specific conditions that must be met before the sale can be completed
2. Due Diligence: Include when buyer requires a period to inspect or verify the asset(s)
3. Insurance and Risk: Add when there's a gap between signing and completion, or specific insurance requirements
4. Tax Provisions: Include when there are specific tax implications or allocations
5. Intellectual Property Rights: Required when the sale includes any IP components
6. Confidentiality: Include when sensitive information is involved in the transaction
7. Force Majeure: Add when parties want specific provisions for unforeseen circumstances
8. Post-Sale Obligations: Include when either party has continuing obligations after the sale
9. Assignment: Add when transfer rights need to be specifically addressed
1. Asset Description Schedule: Detailed technical or legal description of the asset(s) being sold
2. Inventory List: If multiple items are being sold, a comprehensive inventory
3. Payment Schedule: If payment is in installments, detailed payment terms and dates
4. Due Diligence Documents: Copies of relevant certificates, permits, or documentation proving ownership
5. Handover Protocol: Detailed procedure for physical transfer of assets
6. Existing Encumbrances: List of any existing liens, encumbrances, or restrictions on the asset
7. Compliance Documents: Copies of relevant regulatory approvals or compliance certificates
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate
Automotive
Industrial Equipment
Retail
Agriculture
Mining
Technology
Construction
Transportation
Energy
Consumer Goods
Relevant Teams
Legal
Compliance
Procurement
Sales
Finance
Operations
Risk Management
Commercial
Asset Management
Business Development
Administration
Relevant Roles
Legal Counsel
Contract Manager
Compliance Officer
Business Development Manager
Procurement Manager
Sales Manager
Asset Manager
Finance Director
Commercial Director
Operations Manager
Risk Manager
Company Secretary
Property Manager
Fleet Manager
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