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Binding Sale Agreement for Indonesia

Binding Sale Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the transfer of ownership of goods, assets, or property from a seller to a buyer in exchange for an agreed consideration. This agreement complies with the Indonesian Civil Code (KUHPerdata) and relevant commercial regulations, establishing legally binding obligations for both parties. It includes detailed terms and conditions covering payment, delivery, warranties, risk transfer, and dispute resolution mechanisms, while ensuring compliance with local legal requirements including notarization where necessary.

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What is a Binding Sale Agreement?

The Binding Sale Agreement serves as a fundamental commercial document in Indonesian business transactions, essential for formalizing the transfer of ownership of goods, assets, or property. This document is critical when parties need to establish clear, legally enforceable terms for a sale transaction under Indonesian law. It incorporates requirements from the Indonesian Civil Code (KUHPerdata) and relevant commercial regulations, making it suitable for both domestic and international transactions involving Indonesian parties. The agreement typically includes comprehensive provisions on payment terms, delivery obligations, warranties, risk allocation, and dispute resolution mechanisms. It is particularly important for high-value transactions or those involving complex assets where detailed documentation of terms and conditions is necessary for legal certainty and risk management.

What sections should be included in a Binding Sale Agreement?

1. Parties: Identification and details of the seller and buyer, including registration numbers for companies

2. Background: Context of the sale and brief description of the transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including description of items/assets being sold and purchase price

5. Payment Terms: Details of payment method, timing, and any installment arrangements

6. Delivery: Terms and conditions for delivery of goods/transfer of assets

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Title and Risk: Timing of transfer of ownership and risk in the assets/goods

9. Seller's Obligations: Detailed listing of all seller's commitments and responsibilities

10. Buyer's Obligations: Detailed listing of all buyer's commitments and responsibilities

11. Conditions Precedent: Any conditions that must be satisfied before completion

12. Termination: Circumstances under which the agreement can be terminated and consequences

13. Governing Law and Jurisdiction: Confirmation of Indonesian law application and jurisdiction

14. Dispute Resolution: Process for resolving any disputes between the parties

15. Notices: How formal communications between parties should be made

16. Execution: Signature blocks and execution formalities

What sections are optional to include in a Binding Sale Agreement?

1. Tax Provisions: Include when tax implications need specific attention or allocation between parties

2. Intellectual Property: Include when the sale involves transfer of IP rights

3. Confidentiality: Include when sensitive information will be exchanged

4. Force Majeure: Include when specific events beyond parties' control need to be addressed

5. Insurance: Include when specific insurance requirements need to be maintained

6. Employee Matters: Include when the sale involves transfer of employees

7. Environmental Matters: Include when environmental liabilities or compliance is relevant

8. Regulatory Compliance: Include when specific regulatory requirements need to be addressed

9. Security Arrangements: Include when payment security or asset security is required

What schedules should be included in a Binding Sale Agreement?

1. Schedule 1 - Asset Description: Detailed description of assets or goods being sold

2. Schedule 2 - Purchase Price Calculation: Breakdown of purchase price components and calculations

3. Schedule 3 - Payment Schedule: If payment in installments, detailed payment timeline

4. Schedule 4 - Delivery Schedule: Detailed delivery timeframes and locations

5. Schedule 5 - Form of Transfer Documents: Templates of any required transfer documentation

6. Schedule 6 - Required Consents: List of third-party or regulatory consents required

7. Appendix A - Technical Specifications: Detailed technical specifications of goods/assets

8. Appendix B - Due Diligence Results: Summary of due diligence findings if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions










































Clauses







































Relevant Industries

Manufacturing

Retail

Real Estate

Agriculture

Mining

Technology

Consumer Goods

Industrial Equipment

Automotive

Energy

Construction

Telecommunications

Financial Services

Healthcare

Hospitality

Export-Import

Marine and Shipping

Transportation and Logistics

Relevant Teams

Legal

Finance

Procurement

Sales

Operations

Compliance

Risk Management

Business Development

Corporate Secretariat

Supply Chain

Commercial Operations

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Sales Manager

Procurement Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Risk Manager

Compliance Officer

Corporate Secretary

Finance Manager

Asset Manager

Property Manager

Supply Chain Manager

General Manager

Director of Operations

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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