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Buy Sell Agreement for Indonesia

Buy Sell Agreement Template for Indonesia

A Buy Sell Agreement under Indonesian law is a legally binding contract that governs the sale and purchase of goods, assets, or properties between parties. The agreement operates within the framework of Indonesian civil law and commercial regulations, particularly the Indonesian Civil Code (KUHPerdata) and Law No. 7 of 2014 on Trade. The document must be prepared in the Indonesian language (with permitted translations) and includes detailed provisions for the transfer of ownership, payment terms, delivery conditions, warranties, and dispute resolution mechanisms compliant with Indonesian jurisdiction.

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What is a Buy Sell Agreement?

The Buy Sell Agreement is a fundamental commercial document used in Indonesian business transactions to formalize the transfer of goods, assets, or properties from a seller to a buyer. This document is essential when parties need to clearly define their rights and obligations in a sale transaction, ensuring compliance with Indonesian law, particularly the Civil Code (KUHPerdata) and trade regulations. The agreement is commonly used across various sectors and can be adapted for both simple and complex transactions, domestic or international. It must be drafted in Indonesian language (with permitted translations) and typically includes comprehensive details about the subject matter of sale, pricing, payment terms, delivery arrangements, warranties, and dispute resolution mechanisms. The document is particularly important for risk management and providing legal certainty in commercial transactions within the Indonesian jurisdiction.

What sections should be included in a Buy Sell Agreement?

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

2. Background: Context of the transaction and relationship between the parties

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

4. Subject Matter of Sale: Detailed description of the goods or assets being sold

5. Purchase Price: Agreed price and currency for the transaction

6. Payment Terms: Payment schedule, method, and conditions

7. Delivery: Terms and conditions for delivery, including timing and location

8. Title and Risk: Point of transfer of ownership and risk in the goods

9. Warranties: Seller's warranties regarding the goods and general warranties from both parties

10. Inspection and Acceptance: Buyer's rights and procedures for inspecting and accepting the goods

11. Termination: Circumstances under which the agreement can be terminated

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

13. Dispute Resolution: Process for resolving disputes, including jurisdiction

14. Language: Clause confirming bilingual format and prevailing language per Law No. 24 of 2009

15. Notices: Process and addresses for formal communications between parties

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Buy Sell Agreement?

1. Conditions Precedent: Use when completion is subject to certain conditions being met first

2. Regulatory Compliance: Include for regulated goods or when specific permits/licenses are required

3. Tax Provisions: Include detailed tax arrangements when transaction has significant tax implications

4. Insurance: Include when specific insurance requirements are needed during transit or storage

5. Intellectual Property: Include when the sale involves IP rights or licenses

6. Confidentiality: Include when transaction involves sensitive information exchange

7. Force Majeure: Include when specific force majeure provisions are needed beyond standard provisions

8. Parent Company Guarantee: Include when additional security is required from a parent company

9. Anti-Corruption: Include for high-value transactions or when dealing with government entities

10. Export/Import Controls: Include for international transactions or controlled goods

What schedules should be included in a Buy Sell Agreement?

1. Schedule 1 - Specification of Goods: Detailed technical specifications of the goods being sold

2. Schedule 2 - Price Breakdown: Detailed breakdown of the purchase price if complex pricing structure

3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and milestones if multiple deliveries

4. Schedule 4 - Form of Acceptance Certificate: Template for formal acceptance of goods

5. Schedule 5 - Required Documents: List of documents required for completion

6. Appendix A - Required Permits and Licenses: Copies of relevant regulatory permits and licenses

7. Appendix B - Quality Standards: Applicable quality standards and testing procedures

8. Appendix C - Warranty Terms: Detailed warranty terms and conditions

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

Purchase Agreement

Cost

Free to use
Relevant legal definitions



































Clauses








































Relevant Industries

Manufacturing

Retail

Technology

Agriculture

Mining

Consumer Goods

Industrial Equipment

Automotive

Real Estate

Energy

Telecommunications

Pharmaceutical

Food and Beverage

Construction

Textiles

Relevant Teams

Legal

Procurement

Sales

Finance

Commercial

Operations

Compliance

Risk Management

Business Development

Supply Chain

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Supply Chain Manager

Finance Manager

Compliance Officer

Risk Manager

General Manager

Company Secretary

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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