The Sale of Goods Agreement is a fundamental commercial document used in Indonesian business transactions for the transfer of goods from seller to buyer. This agreement is essential when businesses engage in the sale and purchase of physical goods, whether in domestic or international trade contexts. The document must comply with Indonesian law, particularly the Civil Code (KUHPerdata) Articles 1457-1540, and incorporate relevant provisions from Law No. 7 of 2014 on Trade and Law No. 8 of 1999 on Consumer Protection. It's particularly important for transactions involving significant value, recurring supplies, or when specific terms regarding quality, delivery, or payment need to be clearly documented. The agreement typically includes detailed provisions on product specifications, pricing, delivery terms, warranties, and risk allocation, while accommodating specific Indonesian regulatory requirements such as SNI standards or halal certification where applicable.
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1. Parties: Identification and details of the seller and buyer, including their legal status and registered addresses
2. Background: Context of the transaction and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase Obligation: Core obligation of the seller to sell and the buyer to purchase the goods
5. Description of Goods: Detailed description of the goods being sold, including specifications, quantity, and quality standards
6. Price and Payment: Purchase price, payment terms, method of payment, and payment schedule
7. Delivery: Delivery terms, location, timing, and transfer of risk
8. Title and Risk: Transfer of ownership and risk in the goods
9. Inspection and Acceptance: Process for inspecting goods and accepting or rejecting non-conforming goods
10. Warranties: Warranties regarding the quality, condition, and fitness for purpose of the goods
11. Limitation of Liability: Limitations on liability of both parties
12. Force Majeure: Events beyond parties' control affecting performance of obligations
13. Termination: Circumstances under which the agreement can be terminated and consequences
14. Governing Law: Confirmation of Indonesian law as governing law
15. Dispute Resolution: Process for resolving disputes between parties
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Import/Export Requirements: Required for international sales, covering customs, duties, and compliance with international trade laws
2. Product Certification: Required for goods that need specific certification (e.g., SNI, Halal certification)
3. Quality Assurance: Detailed quality control procedures for complex or technical goods
4. Insurance: Insurance requirements for high-value goods or specific risk allocation
5. Intellectual Property: Required when goods involve patents, trademarks, or other IP rights
6. Confidentiality: Required when transaction involves sharing of sensitive information
7. After-Sales Service: Required for goods needing installation, maintenance, or ongoing support
8. Packaging and Labeling: Detailed requirements for specific goods requiring special packaging or labeling
9. Environmental Compliance: Required for goods subject to environmental regulations
10. Training and Documentation: Required for technical equipment or complex products
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and locations
4. Schedule 4 - Quality Standards: Specific quality standards and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and claims procedures
6. Schedule 6 - After-Sales Support: Details of maintenance, repair, and support services
7. Appendix A - Required Certifications: Copies of required product certifications or compliance documents
8. Appendix B - Forms: Standard forms for purchase orders, delivery receipts, and quality inspection
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Wholesale Trade
Consumer Goods
Industrial Equipment
Electronics
Automotive
Textiles
Food and Beverage
Agriculture
Chemical
Pharmaceutical
Construction Materials
Mining Equipment
Technology Hardware
Relevant Teams
Legal
Procurement
Sales
Commercial
Supply Chain
Operations
Compliance
Import/Export
Contract Management
Business Development
Vendor Management
Relevant Roles
Procurement Manager
Sales Director
Commercial Manager
Legal Counsel
Supply Chain Manager
Operations Director
Contract Administrator
Business Development Manager
Trading Manager
Purchasing Officer
Compliance Officer
Import/Export Manager
Chief Commercial Officer
Vendor Manager
Category Manager
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