The Product Sales Contract serves as a fundamental legal instrument for commercial transactions in Indonesia, essential for businesses engaged in selling products within the Indonesian market or cross-border trade. This document is designed to comply with Indonesian legal requirements, particularly the Civil Code (KUHPerdata), Law No. 8 of 1999 on Consumer Protection, and Law No. 7 of 2014 on Trade. It is typically used when parties need to formalize their product sales arrangement, whether for one-time large purchases or ongoing supply relationships. The contract includes crucial elements such as product specifications, pricing structures, delivery terms, quality standards, and warranty provisions, while incorporating necessary safeguards to protect both seller and buyer interests. For international trade, it can be adapted to include relevant import/export provisions while maintaining compliance with Indonesian law.
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1. Parties: Identification of seller and buyer with complete legal names and addresses
2. Background: Context of the agreement and brief description of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Product Specifications: Detailed description of products being sold, including quality standards and specifications
5. Price and Payment Terms: Product pricing, payment schedule, method of payment, and currency
6. Delivery Terms: Delivery schedule, method, location, and transfer of risk (incorporating Incoterms if applicable)
7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
8. Warranties: Product warranties and quality guarantees as required by Indonesian Consumer Protection Law
9. Title and Risk: Transfer of ownership and risk in the products
10. Term and Termination: Duration of agreement and grounds for termination
11. Force Majeure: Events beyond parties' control affecting contract performance
12. Governing Law and Dispute Resolution: Confirmation of Indonesian law governance and dispute resolution procedures
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Intellectual Property Rights: Required when products involve patents, trademarks, or other IP rights
2. Compliance with Halal Requirements: Necessary for products requiring Halal certification under Indonesian law
3. Export/Import Requirements: Required for international sales involving customs and export/import regulations
4. Exclusive Distribution Rights: Include when granting exclusive sales territories or distribution rights
5. Product Training and Support: Necessary for technical products requiring seller support or training
6. Minimum Purchase Requirements: Include for ongoing supply relationships with minimum purchase obligations
7. Product Returns and Recalls: Important for products with high return risk or safety considerations
8. Insurance Requirements: Include when specific insurance coverage is required for high-value or high-risk products
1. Schedule 1 - Product Specifications: Detailed technical specifications, drawings, or performance requirements of products
2. Schedule 2 - Price List: Detailed pricing structure, including any volume discounts or special pricing arrangements
3. Schedule 3 - Delivery Schedule: Detailed delivery timeframes and locations
4. Schedule 4 - Quality Standards: Specific quality standards, testing procedures, and acceptance criteria
5. Schedule 5 - Warranty Terms: Detailed warranty terms, claim procedures, and exclusions
6. Appendix A - Required Certifications: Copies of required product certifications (e.g., Halal, SNI)
7. Appendix B - Technical Documentation: Product manuals, safety instructions, or technical documentation
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Consumer Goods
Electronics
Food and Beverage
Automotive
Textiles
Pharmaceuticals
Agriculture
Construction Materials
Industrial Equipment
Chemical Products
Technology
Home and Garden
Fashion and Accessories
Relevant Teams
Legal
Sales
Procurement
Commercial
Supply Chain
Compliance
Quality Assurance
Business Development
International Trade
Operations
Finance
Contract Administration
Relevant Roles
Sales Manager
Procurement Manager
Commercial Director
Legal Counsel
Supply Chain Manager
Contract Administrator
Business Development Manager
Export Manager
Import Manager
Chief Commercial Officer
Purchasing Officer
Sales Director
General Manager
Chief Executive Officer
Compliance Officer
Quality Assurance Manager
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