The Reseller Agreement is a critical commercial contract used when a business wishes to expand its distribution network in Indonesia through authorized resellers. This document is essential for companies seeking to establish formal distribution channels while maintaining control over their product distribution and brand reputation in the Indonesian market. The agreement must comply with Indonesian commercial law, particularly the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 7 of 2014 on Trade. It typically includes detailed provisions on territorial rights, pricing structures, performance targets, and brand usage rights, while ensuring compliance with local competition laws and consumer protection regulations. This agreement type is particularly important given Indonesia's complex distribution landscape and the need for clear, legally enforceable terms in business relationships.
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1. Parties: Identifies and provides full legal details of the supplier and reseller
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the reseller's appointment, territory, and whether the appointment is exclusive or non-exclusive
5. Ordering and Delivery: Details the process for ordering products, delivery terms, and acceptance procedures
6. Prices and Payment: Specifies pricing structure, payment terms, and invoicing procedures
7. Obligations of the Supplier: Lists the supplier's commitments including product supply, support, and training
8. Obligations of the Reseller: Details reseller's duties including minimum purchase requirements, marketing efforts, and customer service
9. Intellectual Property Rights: Covers trademark usage, licensing terms, and IP protection obligations
10. Confidentiality: Defines confidential information and protection requirements
11. Term and Termination: Specifies agreement duration, renewal terms, and termination conditions
12. Post-Termination: Outlines obligations and rights after agreement termination
13. General Provisions: Includes standard legal clauses such as force majeure, notices, and governing law
1. Marketing and Promotion: Detailed marketing requirements and cooperative advertising programs - include when specific marketing obligations exist
2. Training Requirements: Specific training obligations and procedures - include when product complexity requires formal training
3. Performance Targets: Specific sales targets and performance metrics - include when performance-based continuation is required
4. Technical Support: Technical support obligations and procedures - include for technical products
5. Import/Export Requirements: International trade compliance requirements - include for cross-border sales
6. Data Protection: Specific data protection and privacy requirements - include when personal data processing is involved
7. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk products
8. Warranty and Returns: Detailed warranty terms and returns procedures - include when complex warranty arrangements exist
1. Schedule 1 - Products: List of authorized products with specifications and prices
2. Schedule 2 - Territory: Detailed description of authorized sales territory
3. Schedule 3 - Minimum Purchase Requirements: Specific quantity or value requirements by period
4. Schedule 4 - Commission Structure: Detailed pricing and commission calculations
5. Schedule 5 - Service Level Requirements: Specific performance and service level standards
6. Schedule 6 - Trademark Usage Guidelines: Detailed guidelines for using supplier's trademarks
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Technical Support Procedures: Detailed support protocols and procedures
Relevant legal definitions
Clauses
Relevant Industries
Technology and Electronics
Consumer Goods
Automotive
Industrial Equipment
Healthcare and Medical Devices
Fashion and Apparel
Food and Beverage
Construction Materials
Telecommunications
Software and Digital Products
Relevant Teams
Legal
Sales
Business Development
Commercial Operations
Supply Chain
Compliance
Partner Relations
Distribution
Contract Administration
Channel Management
Relevant Roles
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Channel Manager
Distribution Manager
Legal Counsel
Compliance Officer
Contract Manager
Sales Operations Manager
Regional Sales Manager
Partner Relations Manager
Supply Chain Manager
Account Executive
Product Manager
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