The Retail Sales Agreement serves as the primary contractual framework for establishing and managing retail business relationships in Indonesia. This document is essential when a supplier or manufacturer wants to sell products through retail channels, whether traditional stores or modern retail outlets. The agreement ensures compliance with Indonesian regulations, particularly the Trade Law (UU No. 7/2014) and Consumer Protection Law (UU No. 8/1999), while establishing clear commercial terms for both parties. It covers crucial aspects such as product specifications, pricing structures, delivery arrangements, quality standards, and warranty terms. The document is particularly important in Indonesia's rapidly evolving retail landscape, where modern retail practices must align with local business customs and regulatory requirements.
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1. Parties: Identification of the seller and buyer, including their legal names, registration numbers, addresses, and authorized representatives
2. Background: Context of the agreement, business relationship overview, and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Details of products/services covered, territory, and nature of the retail relationship
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Pricing and Payment Terms: Product pricing, payment methods, terms, and conditions including late payment consequences
7. Delivery and Risk: Delivery terms, transfer of risk, inspection procedures, and acceptance criteria
8. Quality and Warranties: Product quality standards, warranties, and compliance with Indonesian consumer protection laws
9. Returns and Refunds: Procedures for product returns, refunds, and handling of defective goods
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Confidentiality: Protection of confidential information exchanged during the business relationship
12. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Marketing and Promotion: Terms for joint marketing activities, use of trademarks, and promotional requirements - include when parties plan joint marketing efforts
2. Exclusivity: Terms of exclusive dealing arrangements - include when parties agree to exclusive distribution rights
3. E-commerce Provisions: Specific terms for online sales channels - include when products will be sold through digital platforms
4. Storage and Handling: Special requirements for product storage and handling - include for perishable or sensitive goods
5. Training and Support: Terms for product training and technical support - include for complex or technical products
6. Insurance Requirements: Specific insurance coverage requirements - include for high-value products or high-risk activities
7. Compliance with Specific Regulations: Additional compliance requirements - include for regulated products like food, pharmaceuticals, or electronics
1. Schedule 1 - Product List: Detailed list of products covered by the agreement, including specifications and SKUs
2. Schedule 2 - Price List: Current pricing for all products, including any volume discounts or special pricing arrangements
3. Schedule 3 - Service Level Agreement: Detailed service standards including delivery times, fill rates, and performance metrics
4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards for products
5. Schedule 5 - Return Procedures: Detailed procedures for handling returns, including forms and contact information
6. Appendix A - Standard Operating Procedures: Detailed operational procedures for order processing, delivery, and handling
7. Appendix B - Quality Control Standards: Specific quality control requirements and testing procedures
Relevant legal definitions
Clauses
Relevant Industries
Retail
Consumer Goods
Fashion and Apparel
Electronics
Food and Beverage
Cosmetics and Personal Care
Home and Furniture
Sporting Goods
Luxury Goods
Automotive Parts
Pharmaceuticals
Stationery and Office Supplies
Relevant Teams
Legal
Procurement
Commercial
Operations
Supply Chain
Merchandising
Sales
Compliance
Finance
Quality Assurance
Relevant Roles
Retail Operations Manager
Procurement Manager
Commercial Director
Supply Chain Manager
Legal Counsel
Business Development Manager
Store Manager
Category Manager
Merchandise Manager
Sales Director
Contract Administrator
Compliance Officer
Retail Operations Director
Chief Commercial Officer
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