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Binding Sales Contract for Indonesia

Binding Sales Contract Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the sale and purchase of goods between two parties. This contract establishes legally binding obligations for both the seller and buyer, detailing essential elements such as product specifications, pricing, payment terms, delivery conditions, and warranties. The document incorporates requirements from the Indonesian Civil Code (KUHPerdata) and relevant commercial regulations, ensuring compliance with local legal requirements while facilitating secure commercial transactions. It includes provisions for dispute resolution, force majeure, and other key protections for both parties.

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What is a Binding Sales Contract?

The Binding Sales Contract serves as a fundamental legal instrument for commercial transactions in Indonesia, essential for businesses engaged in the sale and purchase of goods. This document is specifically designed to comply with Indonesian legal requirements, including the Indonesian Civil Code (KUHPerdata) and relevant commercial regulations. It should be used whenever parties wish to formalize a sale transaction with legally binding effect, particularly for significant commercial deals or when clear documentation of terms is crucial. The contract typically includes detailed provisions on product specifications, pricing, delivery terms, warranties, risk transfer, and dispute resolution mechanisms. It's particularly important in cross-border transactions where Indonesian law governs the relationship, providing clarity and security for both domestic and international parties involved in the transaction.

What sections should be included in a Binding Sales Contract?

1. Parties: Identification and details of the seller and buyer, including their legal status and registered addresses

2. Background: Context of the sale agreement 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 goods being sold, including specifications and quantity

5. Purchase Price: Price, payment terms, method of payment, and payment schedule

6. Delivery Terms: Delivery method, timeline, location, and transfer of risk

7. Title and Risk: Transfer of ownership and risk in the goods

8. Warranties and Representations: Warranties regarding the goods and general representations by both parties

9. Inspection and Acceptance: Procedures for inspection of goods and acceptance criteria

10. Default and Remedies: Events of default and available remedies for both parties

11. Force Majeure: Circumstances excusing performance and procedures during force majeure events

12. Governing Law: Specification of Indonesian law as governing law

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and venue

14. Notices: Method and addresses for formal communications between parties

15. Execution: Signature blocks and execution requirements

What sections are optional to include in a Binding Sales Contract?

1. Quality Assurance: Detailed quality standards and testing procedures, used for technical or specialized goods

2. Intellectual Property: IP rights and licenses, needed when goods involve intellectual property

3. Confidentiality: Confidentiality obligations, important for sensitive commercial transactions

4. Insurance: Insurance requirements, relevant for high-value goods or specific risk scenarios

5. Export/Import Requirements: Compliance with trade regulations, necessary for international sales

6. After-Sales Service: Maintenance and support obligations, relevant for technical equipment or ongoing services

7. Assignment: Rights to assign the contract, important for corporate restructuring scenarios

8. Amendments: Procedures for modifying the agreement, useful for long-term contracts

What schedules should be included in a Binding Sales Contract?

1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, especially for multiple items or variable pricing

3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations, especially for multiple shipments

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and procedures

6. Appendix A - Required Documents: List of documents required for the transaction (e.g., certificates, permits)

7. Appendix B - Contact Details: Key contact persons and their details for both parties

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

Agriculture

Mining

Technology

Consumer Goods

Industrial Equipment

Automotive

Electronics

Textiles

Food and Beverage

Construction Materials

Pharmaceuticals

Energy

Commodities Trading

Relevant Teams

Legal

Procurement

Sales

Commercial

Operations

Finance

Compliance

Risk Management

Supply Chain

Business Development

Contract Administration

Relevant Roles

Procurement Manager

Sales Director

Commercial Manager

Legal Counsel

Contract Administrator

Business Development Manager

Supply Chain Manager

Operations Director

Chief Financial Officer

Compliance Officer

Risk Manager

General Manager

Export/Import Manager

Account Executive

Purchasing Officer

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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