The Sales & Purchase Agreement serves as a fundamental commercial contract in Indonesian business transactions, establishing legally binding obligations between sellers and buyers. This document is essential for both domestic and international trade within the Indonesian jurisdiction, providing a structured framework for commercial transactions while ensuring compliance with local laws and regulations. It is particularly important for businesses engaged in regular trading activities, as it helps minimize disputes by clearly defining key terms such as product specifications, pricing, delivery arrangements, warranties, and risk allocation. The agreement must comply with the Indonesian Civil Code (KUH Perdata), Law No. 7 of 2014 on Trade, and other relevant regulations, making it suitable for various commercial transactions ranging from simple one-time purchases to complex recurring supply arrangements.
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1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Object of Sale: Detailed description of the goods or products being sold
5. Purchase Price: Price, currency, and payment terms including payment method and schedule
6. Delivery: Delivery terms, timing, location, and shipping arrangements
7. Title and Risk: Transfer of ownership and risk of loss or damage
8. Warranties and Representations: Warranties regarding the goods and general representations by both parties
9. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Force Majeure: Events excusing performance and procedures during force majeure
12. Governing Law: Confirmation of Indonesian law as governing law
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue
14. Notices: Process and addresses for formal communications between parties
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Required when the sale involves products with IP components or licensing requirements
2. Regulatory Compliance: Needed for regulated products or industries with specific compliance requirements
3. Insurance: Include when specific insurance requirements are necessary for high-value or high-risk goods
4. Confidentiality: Required when the transaction involves sensitive information exchange
5. Export/Import Requirements: Necessary for international sales or products subject to trade restrictions
6. After-Sales Service: Include for products requiring installation, maintenance, or ongoing support
7. Return Policy: Required for retail sales or when specific return rights are granted
8. Performance Bond: Include when security for performance is required
9. Anti-Corruption: Required for high-value transactions or government-related sales
10. Change Control: Include for long-term supply arrangements or complex products
1. Schedule 1 - Product Specifications: Detailed technical specifications of the products
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Detailed delivery timeframes and locations
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures
6. Schedule 6 - Service Level Agreement: Performance standards for any associated services
7. Schedule 7 - Form of Purchase Order: Standard form for ordering under the agreement
8. Schedule 8 - Acceptance Test Procedures: Procedures for testing and accepting the goods
9. Appendix A - Required Certifications: Copies of required certifications or licenses
10. Appendix B - Insurance Requirements: Detailed insurance requirements and certificates
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Wholesale Trade
Agriculture
Mining
Construction
Technology
Consumer Goods
Industrial Equipment
Automotive
Electronics
Textiles
Food and Beverage
Pharmaceuticals
Energy
Natural Resources
Relevant Teams
Legal
Procurement
Sales
Commercial
Finance
Operations
Supply Chain
Compliance
Risk Management
Business Development
Contract Administration
Relevant Roles
Commercial Director
Procurement Manager
Sales Manager
Legal Counsel
Contract Administrator
Supply Chain Manager
Business Development Manager
Chief Financial Officer
Operations Manager
Compliance Officer
Purchase Officer
Sales Director
General Manager
Import/Export Manager
Risk Manager
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