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Private Sale Agreement for Indonesia

Private Sale Agreement Template for Indonesia

A Private Sale Agreement under Indonesian law is a legally binding document that formalizes the sale and purchase of goods or assets between private parties. The agreement is structured to comply with the Indonesian Civil Code (KUHPerdata) and relevant commercial regulations, incorporating essential elements such as clear identification of parties, detailed description of sale items, pricing terms, delivery arrangements, and transfer of ownership provisions. This document serves as a comprehensive record of the transaction terms while ensuring compliance with Indonesian legal requirements for private sales, including necessary warranties and representations.

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What is a Private Sale Agreement?

The Private Sale Agreement is a fundamental legal document used in Indonesian commercial transactions to formalize the transfer of goods or assets between private parties. It is primarily governed by the Indonesian Civil Code (KUHPerdata) and must comply with local commercial regulations. This document is essential when conducting private sales of significant value or complexity, providing a clear framework for the transaction terms, parties' obligations, payment arrangements, and transfer of ownership. It includes provisions for warranties, representations, and dispute resolution mechanisms, tailored to meet both legal requirements and practical business needs in Indonesia. The agreement is particularly important for maintaining clear documentation of the transaction and protecting both parties' interests under Indonesian law.

What sections should be included in a Private Sale Agreement?

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and any relevant registration numbers

2. Background: Context of the sale 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 item(s) being sold, including specific characteristics and condition

5. Purchase Price: The agreed price and payment terms, including method and timing of payment

6. Delivery: Terms and conditions for delivery or transfer of the item(s), including timing and location

7. Representations and Warranties: Seller's assertions about the condition and ownership of the item(s), and buyer's acknowledgments

8. Transfer of Title and Risk: Specifics about when and how ownership and risk transfer from seller to buyer

9. Inspection and Acceptance: Buyer's rights to inspect the item(s) and process for accepting or rejecting them

10. Governing Law: Specification that Indonesian law governs the agreement

11. Dispute Resolution: Process for resolving any disputes that may arise

12. Execution: Signature blocks and execution requirements

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

1. Conditions Precedent: Prerequisites that must be met before the sale becomes effective, used when specific conditions must be satisfied before completion

2. Intellectual Property: Rights and restrictions regarding intellectual property, used when the sale involves items with associated IP rights

3. Confidentiality: Obligations to keep certain information confidential, used for sales involving sensitive information or trade secrets

4. Insurance: Insurance requirements during transition period, used for high-value items or where risk management is important

5. Tax Obligations: Specific tax responsibilities of each party, used for high-value transactions or where tax implications are significant

6. Force Majeure: Provisions for unforeseen circumstances, used when delivery or performance might be affected by external events

7. Assignment: Rights to transfer obligations under the agreement, used when either party might need to assign rights

8. Termination: Circumstances under which the agreement can be terminated before completion, used for complex or long-term sale arrangements

What schedules should be included in a Private Sale Agreement?

1. Item Specification Schedule: Detailed technical specifications or descriptions of the items being sold

2. Payment Schedule: If payment is to be made in installments, detailed breakdown of payment amounts and dates

3. Condition Report: Detailed report on the condition of the item(s) at time of sale, including any existing damage or wear

4. Title Documents: List of ownership documents to be transferred with the sale

5. Delivery Protocol: Specific procedures for delivery and acceptance of the items

6. Warranty Terms: Detailed warranty terms and conditions, if applicable

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

Sale Agreement

Cost

Free to use
Relevant legal definitions



































Clauses

































Relevant Industries

Retail

Manufacturing

Real Estate

Automotive

Technology

Agriculture

Consumer Goods

Industrial Equipment

Art and Collectibles

Small and Medium Enterprises

E-commerce

Construction

Relevant Teams

Legal

Sales

Procurement

Finance

Operations

Risk and Compliance

Commercial

Business Development

Asset Management

Relevant Roles

Legal Counsel

Contract Manager

Business Development Manager

Sales Manager

Procurement Manager

Commercial Director

Chief Financial Officer

Asset Manager

Operations Manager

Risk Manager

Compliance Officer

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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