The Private Sale Purchase Agreement is a fundamental legal instrument used in Indonesian commercial transactions to document the sale of goods or assets between private parties. This document is essential when parties need to formalize their sale-purchase arrangement with legally binding terms under Indonesian law. It is commonly used for significant transactions where parties require detailed documentation of the sale terms, conditions, warranties, and transfer of ownership. The agreement must comply with the Indonesian Civil Code (KUHPerdata) and related regulations, making it suitable for both business-to-business and private individual transactions. It provides legal certainty and protection for both parties by clearly defining their rights, obligations, and remedies in case of breach.
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1. Parties: Identification and details of the Seller and Buyer, including their 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. Object of Sale: Detailed description of the goods or property being sold
5. Purchase Price: Agreed purchase price and payment terms
6. Payment Method: Specified method of payment and payment details
7. Delivery Terms: Terms and conditions for the delivery or transfer of the goods
8. Representations and Warranties: Seller's warranties regarding ownership, condition, and quality of the goods
9. Risk and Title: Transfer of risk and ownership provisions
10. Inspection and Acceptance: Buyer's right to inspect and accept the goods
11. Termination: Circumstances under which the agreement may be terminated
12. Governing Law: Confirmation of Indonesian law as governing law
13. Dispute Resolution: Process for resolving disputes between parties
14. Notices: How formal communications between parties should be made
15. Entire Agreement: Confirmation that this document represents the complete agreement between parties
1. Condition Precedents: Conditions that must be met before the agreement becomes effective, used when specific prerequisites exist
2. Insurance: Insurance requirements for the goods during transit or storage, used for high-value items or specific risk situations
3. Confidentiality: Provisions for maintaining confidentiality, used when sensitive information is involved
4. Force Majeure: Provisions for unforeseen circumstances preventing performance, used in complex or long-term sales
5. Intellectual Property: IP rights provisions, used when the sale involves products with intellectual property components
6. Tax Provisions: Detailed tax arrangements, used when significant tax implications exist
7. Assignment: Rights to assign the agreement to other parties, used in complex commercial contexts
1. Schedule 1 - Product Specification: Detailed technical specifications of the goods being sold
2. Schedule 2 - Payment Schedule: Detailed payment terms and installment schedule if applicable
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and logistics information
4. Appendix A - Product Images: Photographs or drawings of the goods being sold
5. Appendix B - Certificates: Relevant certificates of ownership, quality, or authenticity
6. Appendix C - Due Diligence Documents: Supporting documents proving ownership and condition of goods
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Real Estate
Automotive
Consumer Goods
Electronics
Industrial Equipment
Agriculture
Art and Collectibles
Small and Medium Enterprises
E-commerce
Relevant Teams
Legal
Procurement
Sales
Commercial
Finance
Compliance
Operations
Risk Management
Business Development
Administration
Relevant Roles
Legal Counsel
Contract Manager
Procurement Manager
Sales Manager
Business Development Manager
Commercial Director
Chief Financial Officer
Compliance Officer
Risk Manager
Operations Manager
General Manager
Company Secretary
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