The Exclusive Supply Agreement is a crucial commercial contract used when establishing a dedicated supply relationship where one party commits to being the exclusive supplier of specific products or services to another party. This document is particularly relevant in the Indonesian market where businesses seek to secure their supply chains and establish strong commercial partnerships. The agreement must comply with Indonesian legal requirements, including the Civil Code (KUH Perdata) and competition laws. It typically includes detailed provisions on product specifications, pricing, minimum purchase commitments, quality standards, and exclusivity obligations. This type of agreement is commonly used in manufacturing, retail, and distribution sectors where consistent supply and quality control are essential. The document provides legal protection for both parties while ensuring compliance with Indonesian regulatory requirements regarding trade practices and business competition.
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1. Parties: Identification of the supplier and buyer, including their legal details and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the exclusive supply arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Details of products/services to be supplied and confirmation of exclusivity arrangements
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Exclusivity Obligations: Specific terms of exclusivity, territorial restrictions, and any exceptions
7. Supply Obligations: Supplier's obligations regarding product quality, quantity, and delivery
8. Purchase Obligations: Buyer's commitments regarding minimum purchase quantities and forecasting
9. Pricing and Payment: Price determination, payment terms, and price adjustment mechanisms
10. Delivery and Acceptance: Delivery terms, logistics arrangements, and acceptance procedures
11. Quality Requirements: Product specifications, quality standards, and quality control procedures
12. Warranties and Representations: Warranties regarding products, capacity to contract, and other assurances
13. Termination: Grounds for termination and consequences of termination
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when the supply involves branded products or technical knowledge transfer
2. Force Majeure: Detailed force majeure provisions beyond standard clauses, particularly relevant for international supply chains
3. Insurance Requirements: Specific insurance obligations beyond standard requirements
4. Compliance with Laws: Detailed compliance obligations for regulated industries or products
5. Environmental Compliance: Required for supplies involving environmental considerations or hazardous materials
6. Anti-Corruption Provisions: Enhanced provisions for international transactions or government-related supplies
7. Change Control: Formal procedures for managing changes to specifications or terms, important for complex products
8. Performance Metrics: Detailed KPIs and performance measurement criteria for complex supply arrangements
9. Business Continuity: Required for critical supply relationships or regulated industries
1. Product Specifications: Detailed technical specifications of products to be supplied
2. Pricing Schedule: Detailed pricing structure, including any volume discounts or pricing mechanisms
3. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Minimum Purchase Quantities: Schedule of committed purchase volumes and timeframes
5. Delivery Schedule: Detailed delivery timeframes and logistics requirements
6. Key Performance Indicators: Metrics for measuring supplier performance
7. Approved Manufacturing Facilities: List of approved production locations and any specific requirements
8. Contact Details: Key contact persons and escalation matrix for both parties
9. Form of Purchase Order: Standard template for purchase orders under the agreement
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Automotive
Electronics
Consumer Goods
Chemical Industry
Pharmaceuticals
Food and Beverage
Industrial Equipment
Textiles
Agriculture
Mining
Construction Materials
Technology Hardware
Relevant Teams
Legal
Procurement
Supply Chain
Commercial
Operations
Sales
Quality Assurance
Compliance
Finance
Production
Logistics
Business Development
Relevant Roles
Procurement Director
Supply Chain Manager
Commercial Director
Legal Counsel
Contract Manager
Operations Director
Purchasing Manager
Business Development Manager
Sales Director
Chief Operations Officer
Sourcing Manager
Vendor Relations Manager
Quality Assurance Manager
Production Manager
Compliance Officer
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