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Exclusive Buyer Agreement for Indonesia

Exclusive Buyer Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes an exclusive buying relationship between two parties, where one party commits to purchasing specific products or services solely from the other party within a defined territory. The agreement complies with Indonesian Civil Code (KUHPerdata) and relevant commercial regulations, including Law No. 5 of 1999 on anti-monopoly provisions. It details exclusivity terms, minimum purchase requirements, pricing structures, and territorial restrictions while ensuring compliance with local competition laws and trade regulations.

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What is a Exclusive Buyer Agreement?

The Exclusive Buyer Agreement is a crucial commercial contract used when a seller wishes to establish a dedicated buying channel through a single buyer in a specific territory under Indonesian law. This document is particularly valuable for businesses looking to maintain control over their distribution channels, ensure consistent market presence, or establish strong partnerships with key buyers. The agreement must carefully balance the exclusivity provisions with Indonesian competition law requirements, particularly Law No. 5 of 1999, to avoid any anti-competitive practices. It typically includes detailed terms on minimum purchase commitments, territory definitions, pricing structures, and performance obligations, while incorporating necessary safeguards to protect both parties' interests and ensure compliance with Indonesian commercial regulations.

What sections should be included in a Exclusive Buyer Agreement?

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

2. Background: Context of the agreement, relationship between parties, and general purpose of the exclusive buying arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Exclusivity Period

4. Appointment and Scope: Terms of exclusive appointment, scope of products/services covered, and territorial limits

5. Duration and Renewal: Initial term of the agreement and any renewal provisions

6. Exclusivity Obligations: Detailed terms of exclusivity, including seller's commitment not to sell to others in the territory

7. Minimum Purchase Requirements: Specified minimum purchase quantities or values the buyer must meet to maintain exclusivity

8. Pricing and Payment Terms: Pricing structure, payment terms, and any price adjustment mechanisms

9. Delivery and Logistics: Terms regarding delivery, shipping, and transfer of risk

10. Quality Standards: Quality requirements for products and quality control procedures

11. Representations and Warranties: Standard warranties regarding product quality, compliance with laws, and authority to enter agreement

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures

14. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment

What sections are optional to include in a Exclusive Buyer Agreement?

1. Marketing and Promotion: Obligations regarding marketing and promotion of products - include if buyer has marketing responsibilities

2. Intellectual Property Rights: Protection and usage of trademarks and other IP - include if branded products are involved

3. Non-Competition: Restrictions on buyer's ability to deal in competing products - include if exclusivity extends to competitive activities

4. Storage and Warehousing: Requirements for product storage - include if specific storage conditions are necessary

5. Training and Support: Seller's obligations to provide training - include if products require technical knowledge

6. Insurance: Insurance requirements - include if high-value products or specific risks need coverage

7. Compliance with Trade Regulations: Specific compliance obligations - include if regulated products or cross-border trade involved

What schedules should be included in a Exclusive Buyer Agreement?

1. Schedule 1: Product Specifications: Detailed specifications of products covered by the agreement

2. Schedule 2: Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements

3. Schedule 3: Territory Definition: Detailed description or map of the exclusive territory

4. Schedule 4: Minimum Purchase Quantities: Detailed breakdown of minimum purchase requirements by period

5. Schedule 5: Quality Standards and Procedures: Detailed quality control procedures and standards

6. Appendix A: Delivery Terms: Detailed delivery requirements, including lead times and shipping terms

7. Appendix B: Reporting Templates: Standard forms for regular reporting requirements

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

Agriculture

Mining

Consumer Goods

Industrial Products

Technology

Automotive

Pharmaceuticals

Food and Beverage

Chemicals

Electronics

Textiles

Construction Materials

Energy

Relevant Teams

Legal

Procurement

Commercial

Supply Chain

Business Development

Operations

Sales

Vendor Management

Contract Administration

Risk Management

Relevant Roles

Procurement Manager

Commercial Director

Supply Chain Manager

Legal Counsel

Business Development Manager

Purchasing Director

Contract Manager

Sales Director

Chief Commercial Officer

Operations Manager

Vendor Manager

Category Manager

Strategic Sourcing Manager

General Manager

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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