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Wholesale Purchase Agreement for Indonesia

Wholesale Purchase Agreement Template for Indonesia

A comprehensive commercial agreement governed by Indonesian law that establishes the terms and conditions for bulk purchase and sale of goods between a seller and buyer in a wholesale context. The agreement covers essential elements including ordering processes, pricing mechanisms, delivery terms, quality standards, and warranty provisions, while ensuring compliance with Indonesian trade regulations and commercial law requirements. It includes specific provisions for minimum order quantities, payment terms, quality control procedures, and dispute resolution mechanisms in accordance with Indonesian jurisdiction.

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What is a Wholesale Purchase Agreement?

The Wholesale Purchase Agreement is a crucial commercial document used in Indonesian business transactions where one party agrees to purchase goods in bulk quantities from another party for commercial purposes. This agreement is particularly relevant for businesses engaged in large-scale trading activities within Indonesia or involving Indonesian entities. The document is structured to comply with Indonesian commercial laws, particularly Law No. 7 of 2014 on Trade and the Indonesian Civil Code, while incorporating international best practices for wholesale trading. It typically includes detailed provisions on ordering mechanisms, pricing structures, delivery terms, quality standards, and dispute resolution procedures. The agreement is essential for establishing clear commercial terms and protecting both parties' interests in wholesale trading relationships, while ensuring compliance with Indonesian regulatory requirements and trading standards.

What sections should be included in a Wholesale Purchase Agreement?

1. Parties: Identification of the seller and buyer, including their complete legal names, registration numbers, and addresses

2. Background: Context of the agreement, including the seller's business, buyer's business, and their intention to enter into a wholesale purchase arrangement

3. Definitions: Key terms used throughout the agreement, including Products, Specifications, Delivery Terms, etc.

4. Scope of Agreement: Overview of the wholesale purchase arrangement, including exclusivity provisions if any

5. Ordering Process: Procedures for placing and accepting purchase orders, including minimum order quantities

6. Pricing and Payment Terms: Product pricing, payment methods, payment timeline, and late payment consequences

7. Delivery and Acceptance: Delivery terms, timeline, inspection procedures, and acceptance criteria

8. Quality Requirements: Product quality standards, compliance with specifications, and quality control procedures

9. Warranties: Seller's warranties regarding products, including quality, title, and compliance with laws

10. Term and Termination: Duration of agreement and circumstances under which it can be terminated

11. Confidentiality: Protection of confidential information exchanged between parties

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

13. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures

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

What sections are optional to include in a Wholesale Purchase Agreement?

1. Intellectual Property Rights: Required when branded products are involved or when dealing with licensed products

2. Insurance: Include when specific insurance requirements are needed for high-value or high-risk products

3. Export/Import Compliance: Necessary when products will cross international borders

4. Storage and Warehousing: Include when specific storage requirements or vendor-managed inventory is involved

5. Marketing and Promotion: Required when the agreement includes provisions for joint marketing or promotional activities

6. Return and Recall Procedures: Important for perishable goods or products subject to recall regulations

7. Exclusivity Arrangements: Include when parties agree to exclusive dealing arrangements

8. Performance Metrics: Include when specific performance KPIs are required to be maintained

What schedules should be included in a Wholesale Purchase Agreement?

1. Schedule 1 - Product List and Specifications: Detailed list of products covered by the agreement, including specifications and standards

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including volume discounts and price adjustment mechanisms

3. Schedule 3 - Delivery Requirements: Specific delivery locations, timeframes, and special handling requirements

4. Schedule 4 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria

5. Schedule 5 - Service Level Agreement: Performance metrics and service levels to be maintained

6. Appendix A - Order Form Template: Standard form for placing purchase orders

7. Appendix B - Technical Specifications: Detailed technical requirements and standards for products

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

Purchase Agreement

Cost

Free to use
Relevant legal definitions



































Clauses


































Relevant Industries

Retail and Consumer Goods

Manufacturing

Agriculture and Food Products

Electronics and Technology

Textiles and Apparel

Pharmaceuticals and Healthcare Products

Industrial Equipment

Automotive Parts

Construction Materials

Fast-Moving Consumer Goods (FMCG)

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Finance

Compliance

Quality Assurance

Logistics

Business Development

Relevant Roles

Procurement Manager

Commercial Director

Supply Chain Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Purchase Manager

Trade Compliance Officer

Chief Commercial Officer

Sourcing Manager

Vendor Relations 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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