The Standard Contract of Sale is a fundamental commercial document used in Indonesian business transactions for the sale and purchase of goods. This template is designed to comply with Indonesian law, particularly the Civil Code (Kitab Undang-Undang Hukum Perdata) and Law No. 7 of 2014 on Trade. It is typically used when businesses or individuals need to formalize the transfer of goods in exchange for payment, whether for single transactions or ongoing commercial relationships. The document covers essential elements required under Indonesian law, including clear identification of parties, precise description of goods, pricing structures, delivery terms, and warranty provisions. It includes both mandatory clauses required by Indonesian regulations and customary commercial terms that protect both parties' interests. The Standard Contract of Sale can be adapted for various industries and transaction types while maintaining compliance with Indonesian legal requirements, including the mandatory use of Bahasa Indonesia for contracts involving Indonesian parties.
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1. Parties: Identification of seller and buyer with complete legal names and addresses
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase, including description of goods
5. Purchase Price: Amount, currency, and payment terms
6. Delivery: Delivery terms, timing, location, and transfer of risk
7. Title and Risk: Transfer of ownership and risk in the goods
8. Warranties: Seller's warranties regarding the goods and their quality
9. Inspection and Acceptance: Buyer's rights to inspect goods and acceptance procedures
10. Default and Remedies: Events of default and available remedies
11. Force Majeure: Circumstances excusing performance
12. Governing Law: Specification of Indonesian law as governing law
13. Dispute Resolution: Process for resolving disputes
14. Notices: How formal notices must be given between parties
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
16. Execution: Signing provisions and signature blocks
1. Conditions Precedent: Used when completion of the sale is subject to certain conditions being met
2. Intellectual Property: Required when the sale involves goods with associated IP rights
3. Confidentiality: Used when sensitive information will be exchanged
4. Insurance: Required for high-value goods or when specific insurance arrangements are needed
5. Import/Export: Required for international sales involving customs and trade regulations
6. Quality Assurance: Used for goods requiring specific quality standards or certifications
7. After-Sales Service: Include when maintenance or support services are part of the deal
8. Training: Required when seller must provide training on use of goods
1. Schedule 1 - Specification of Goods: Detailed technical specifications of the goods being sold
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, especially if multiple items or pricing tiers
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and requirements
4. Schedule 4 - Warranty Terms: Detailed warranty terms and conditions
5. Schedule 5 - Quality Standards: Specific quality requirements and standards to be met
6. Appendix A - Required Documents: List of documents required for the transaction
7. Appendix B - Testing Procedures: Procedures for testing and accepting the goods
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
Chemical Industry
Energy
Relevant Teams
Legal
Procurement
Sales
Commercial
Finance
Operations
Compliance
Risk Management
Supply Chain
Business Development
Contract Administration
Relevant Roles
Legal Counsel
Contract Manager
Procurement Manager
Sales Manager
Commercial Director
Business Development Manager
Supply Chain Manager
Operations Manager
Chief Financial Officer
Risk Manager
Compliance Officer
General Manager
Purchase Officer
Sales Director
Legal Director
Chief Executive Officer
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