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Sell Agreement for Indonesia

Sell Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the transfer of goods from a seller to a buyer in exchange for agreed consideration. This agreement outlines the essential terms and conditions of the sale, including detailed specifications of the goods, payment terms, delivery arrangements, warranties, and the parties' respective rights and obligations. The document ensures compliance with Indonesian Civil Code (KUHPerdata) requirements and relevant consumer protection laws, while providing clear mechanisms for dispute resolution and risk allocation between the parties.

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What is a Sell Agreement?

The Sale Agreement serves as a fundamental commercial contract in Indonesian business transactions, regulated primarily under the Indonesian Civil Code (KUHPerdata) and related commercial laws. This document is essential when formalizing the sale of goods between parties, whether in domestic or international trade contexts. The agreement typically includes comprehensive details about the goods being sold, payment terms, delivery arrangements, warranties, and risk allocation. For international transactions, the Sale Agreement must also comply with Indonesian trade regulations and may need to address specific requirements for cross-border transactions. The document is particularly crucial for high-value transactions or when dealing with complex goods requiring detailed specifications and warranties.

What sections should be included in a Sell Agreement?

1. Parties: Identification and details of the seller and buyer, including their legal status and addresses

2. Background: Context of the sale and the parties' intention to enter into the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods being sold

5. Purchase Price: Price, payment terms, method of payment, and payment schedule

6. Delivery Terms: Delivery method, timing, location, and transfer of risk

7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria

8. Warranties and Representations: Warranties regarding the goods and general representations by both parties

9. Title and Risk: Transfer of ownership and risk allocation

10. Default and Remedies: Events of default and available remedies for both parties

11. Force Majeure: Circumstances excusing performance and procedures during force majeure events

12. Governing Law: Confirmation of Indonesian law as governing law

13. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Sell Agreement?

1. Export/Import Requirements: Required for international sales, covering permits, licenses, and compliance with trade regulations

2. Intellectual Property Rights: Required when the sale involves goods with associated IP rights

3. Insurance: Required for high-value goods or when specific insurance arrangements are needed

4. Confidentiality: Required when sensitive information will be exchanged during the transaction

5. After-Sales Service: Required for technical equipment or goods requiring maintenance

6. Training and Support: Required when the goods sold require specific operational training

7. Environmental Compliance: Required for goods subject to environmental regulations

8. Bank Guarantee: Required for high-value transactions requiring additional security

What schedules should be included in a Sell Agreement?

1. Schedule 1 - Specification of Goods: Detailed technical specifications, quantities, and quality standards of the goods

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment installments and timing if applicable

3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and logistics requirements

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and procedures

6. Appendix A - Required Certificates: Copies of relevant certificates, permits, or licenses

7. Appendix B - Technical Documentation: Operating manuals, maintenance guides, or other technical documents

8. Appendix C - Form of Bank Guarantee: Template for bank guarantee if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Buy-Sell Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions








































Clauses







































Relevant Industries

Retail

Manufacturing

Consumer Goods

Industrial Equipment

Technology

Agriculture

Automotive

Construction

Electronics

Fashion and Textiles

Food and Beverage

Mining

Pharmaceuticals

Real Estate

Telecommunications

Relevant Teams

Legal

Commercial

Procurement

Sales

Compliance

Operations

Finance

Supply Chain

Risk Management

Business Development

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Sales Manager

Contract Administrator

Business Development Manager

Supply Chain Manager

Chief Commercial Officer

Compliance Officer

Operations Manager

Finance Manager

Import/Export Manager

Risk Manager

General Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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