The Supplier Agreement serves as a fundamental commercial contract used to establish and govern the relationship between suppliers and purchasing entities operating within Indonesia. This document is essential when businesses need to formalize their supply chain arrangements, ensuring compliance with Indonesian laws and regulations, including the Civil Code (Kitab Undang-undang Hukum Perdata) and relevant trade regulations. The agreement typically covers comprehensive terms for the supply of goods or services, including ordering processes, quality standards, delivery requirements, pricing, payment terms, and risk allocation. It is particularly important for businesses engaged in regular, ongoing supply relationships and should be tailored to address specific industry requirements, local content obligations, and regulatory compliance needs within the Indonesian business context.
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1. Parties: Identification and details of the supplier and purchaser, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Supply Obligations: Core obligations of the supplier regarding goods/services provision
5. Quality Standards: Required quality standards, specifications, and compliance requirements
6. Ordering Process: Procedures for placing and accepting orders
7. Delivery Terms: Delivery requirements, timing, and logistics arrangements
8. Price and Payment: Pricing structure, payment terms, invoicing, and payment methods
9. Title and Risk: Transfer of ownership and risk in goods
10. Warranties and Representations: Warranties regarding products/services and general business warranties
11. Compliance with Laws: Obligations to comply with Indonesian laws and regulations
12. Confidentiality: Protection and handling of confidential information
13. Liability and Indemnity: Limitation of liability and indemnification provisions
14. Term and Termination: Duration of agreement and termination rights
15. Force Majeure: Provisions for unforeseen circumstances and their handling
16. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Specific insurance requirements - include when high-value goods or services are involved
2. Intellectual Property: IP rights and licenses - include when supply involves proprietary technology or branded products
3. Data Protection: Data handling requirements - include when personal or sensitive data is processed
4. Environmental Compliance: Environmental standards and certifications - include for environmentally sensitive supplies
5. Local Content Requirements: Indonesian local content obligations - include when subject to specific industry regulations
6. Quality Control and Inspection: Detailed quality control procedures - include for complex manufacturing or regulated products
7. Performance Metrics: KPIs and measurement criteria - include when specific performance standards are critical
8. Business Continuity: Continuity and disaster recovery requirements - include for critical supply relationships
9. Anti-Corruption: Anti-bribery and corruption provisions - include for high-value or government-related contracts
1. Schedule 1 - Products/Services Specification: Detailed specifications of goods or services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Specific service levels and performance metrics
4. Schedule 4 - Key Personnel: Details of key personnel responsible for contract management
5. Schedule 5 - Delivery Locations: List of approved delivery locations and specific requirements
6. Schedule 6 - Quality Standards and Procedures: Detailed quality control processes and standards
7. Schedule 7 - Forms and Procedures: Standard forms for ordering, delivery notes, and other operational documents
8. Appendix A - Technical Requirements: Technical specifications and requirements
9. Appendix B - Compliance Certificates: Copies of required certifications and compliance documents
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Food and Beverage
Pharmaceuticals
Automotive
Electronics
Textiles
Construction
Agriculture
Consumer Goods
Industrial Equipment
Chemical Industry
Mining
Energy
Relevant Teams
Procurement
Legal
Supply Chain
Operations
Finance
Compliance
Quality Assurance
Logistics
Commercial
Risk Management
Relevant Roles
Procurement Manager
Supply Chain Director
Legal Counsel
Commercial Director
Operations Manager
Purchasing Officer
Contract Administrator
Quality Assurance Manager
Logistics Manager
Compliance Officer
Chief Financial Officer
Business Development Manager
Vendor Management Specialist
Risk Manager
Supply Chain Analyst
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