The Reverse Purchase Agreement is a critical commercial document used in Indonesian business transactions where parties need to establish formal arrangements for buying back previously sold goods or committing to future purchases. This agreement type is particularly valuable in manufacturing, retail, and supply chain operations where businesses need guaranteed buyback arrangements or committed purchase obligations. The document, governed by Indonesian law including the Civil Code (KUH Perdata) and Law No. 7 of 2014 on Trade, typically includes comprehensive terms covering pricing mechanisms, quality requirements, delivery schedules, and performance obligations. It's especially relevant for businesses managing inventory cycles, manufacturing processes, or supply chain optimization, providing legal certainty for both parties while ensuring compliance with Indonesian commercial regulations.
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1. Parties: Identification of the seller and buyer, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, explaining the reverse purchase arrangement and the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including technical and commercial terms specific to reverse purchase arrangements
4. Scope of Agreement: Details of the reverse purchase arrangement, including the goods/services covered
5. Purchase Commitment: Specific terms of the reverse purchase obligation, including quantities, timing, and conditions
6. Pricing and Payment Terms: Detailed pricing mechanism, payment schedule, and payment methods
7. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of goods/services
8. Quality Requirements: Quality standards, specifications, and compliance requirements
9. Representations and Warranties: Standard and specific warranties from both parties
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Obligations regarding confidential information
12. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Requirements: Used when there are specific minimum purchase obligations
2. Performance Guarantees: Include when specific performance guarantees are required
3. Insurance Requirements: Used when specific insurance coverage is necessary
4. Intellectual Property Rights: Include when the transaction involves IP rights
5. Export/Import Compliance: Required for international transactions
6. Force Majeure: Optional but recommended for long-term agreements
7. Environmental Compliance: Include when environmental regulations are relevant
8. Anti-Corruption Compliance: Include for high-value or government-related transactions
9. Change Control Procedure: Used for agreements requiring formal change management
1. Schedule A - Product Specifications: Detailed technical specifications of products/services
2. Schedule B - Pricing Schedule: Detailed pricing information, including any adjustment mechanisms
3. Schedule C - Delivery Schedule: Specific delivery timelines and locations
4. Schedule D - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule E - Performance Metrics: Key performance indicators and measurement criteria
6. Schedule F - Required Certifications: List of required certifications and compliance documents
7. Appendix 1 - Form of Purchase Order: Standard form for individual purchase orders
8. Appendix 2 - Technical Requirements: Detailed technical requirements and standards
9. Appendix 3 - Contact Details: Key contact persons and their details for both parties
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Industrial Processing
Electronics
Automotive
Textiles
Consumer Goods
Agriculture
Mining
Chemical Processing
Pharmaceuticals
Food and Beverage
Construction Materials
Technology Hardware
Relevant Teams
Procurement
Supply Chain
Legal
Operations
Commercial
Contract Management
Risk Management
Sourcing
Vendor Management
Production
Materials Management
Relevant Roles
Procurement Manager
Supply Chain Director
Commercial Director
Purchasing Manager
Contract Manager
Operations Director
Business Development Manager
Legal Counsel
Chief Operating Officer
Sourcing Manager
Vendor Relations Manager
Materials Manager
Production Manager
Category Manager
Risk Manager
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