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Purchase Agreement for Indonesia

Purchase Agreement Template for Indonesia

An Indonesian Purchase Agreement is a legally binding document governed by Indonesian law that formalizes the terms and conditions of a sale transaction between a seller and a purchaser. The agreement complies with the Indonesian Civil Code and relevant commercial regulations, detailing the purchase price, payment terms, delivery conditions, warranties, and transfer of ownership provisions. It includes specific requirements under Indonesian law such as tax obligations, regulatory compliance, and dispute resolution mechanisms tailored to the Indonesian legal system.

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What is a Purchase Agreement?

A Purchase Agreement under Indonesian law is essential for documenting commercial transactions involving the sale and purchase of goods or assets. This document is commonly used in various business contexts, from simple one-time purchases to complex recurring supply arrangements. It must comply with the Indonesian Civil Code (Kitab Undang-undang Hukum Perdata) and relevant commercial regulations, including Law No. 7 of 2014 on Trade and applicable tax regulations. The agreement typically addresses key elements such as product specifications, pricing, delivery terms, warranties, and risk transfer, while incorporating specific Indonesian legal requirements regarding contract formation, documentation, and enforcement. It's particularly important for business transactions requiring formal documentation for regulatory compliance, tax purposes, or risk management.

What sections should be included in a Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser, including registration numbers and addresses as required under Indonesian law

2. Background: Context of the purchase agreement and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of goods/assets being purchased, including specifications and quantities

5. Purchase Price: Price, payment terms, method of payment, and currency specifications

6. Delivery Terms: Delivery schedule, location, method, and transfer of risk provisions

7. Title and Risk: Transfer of ownership and risk allocation provisions

8. Warranties and Representations: Warranties regarding the goods, authority to sell, and other standard representations

9. Tax Obligations: VAT and other applicable tax responsibilities and procedures

10. Inspection and Acceptance: Procedures for inspection of goods and acceptance criteria

11. Term and Termination: Duration of agreement and grounds for termination

12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Purchase Agreement?

1. Intellectual Property Rights: Required when the purchase involves goods with IP components or licensed materials

2. Import/Export Provisions: Necessary for international purchases or goods requiring special permits

3. Quality Assurance: Detailed quality standards and testing procedures for complex or technical goods

4. Insurance: Insurance requirements for high-value goods or specific risk scenarios

5. Confidentiality: Required when the transaction involves sensitive information or trade secrets

6. Force Majeure: Detailed force majeure provisions for long-term or high-value purchases

7. Environmental Compliance: Required for purchases involving regulated materials or environmental impacts

8. Anti-Corruption Compliance: Important for high-value transactions or government-related purchases

What schedules should be included in a Purchase Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods being purchased

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, especially for multiple items or variable pricing

3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations for multiple deliveries

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Form of Acceptance Certificate: Template for formal acceptance of delivered goods

6. Appendix A - Required Permits and Licenses: Copies of relevant permits and licenses

7. Appendix B - Technical Documentation: Operating manuals, maintenance procedures, or other technical documents

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

Agreement Contract

Cost

Free to use
Relevant legal definitions









































Clauses







































Relevant Industries

Manufacturing

Retail

Technology

Agriculture

Mining

Construction

Consumer Goods

Industrial Equipment

Automotive

Electronics

Textiles

Food and Beverage

Pharmaceuticals

Energy

Telecommunications

Real Estate

Trading and Distribution

Relevant Teams

Legal

Procurement

Finance

Commercial

Supply Chain

Operations

Compliance

Risk Management

Sales

Business Development

Contract Administration

Relevant Roles

Procurement Manager

Legal Counsel

Contract Administrator

Supply Chain Manager

Commercial Director

Chief Financial Officer

Purchasing Officer

Compliance Officer

Business Development Manager

Operations Manager

Sales Manager

General Manager

Risk Manager

Finance Director

Managing Director

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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