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Basic Sales Agreement

Basic Sales Agreement Template for Indonesia

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Key Requirements PROMPT example:

Basic Sales Agreement

"I need a Basic Sales Agreement under Indonesian law for my textile manufacturing company to sell cotton fabrics to a retail distributor in Jakarta, with quarterly deliveries starting from March 2025 and including quality testing requirements."

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Document background
A Basic Sales Agreement serves as the primary legal instrument for documenting sales transactions in Indonesia, whether between businesses (B2B) or between businesses and consumers (B2C). This agreement type is essential for companies operating in Indonesia's diverse commercial sectors, providing a legally compliant framework for sales transactions while adhering to the Indonesian Civil Code and relevant commercial regulations. The document must be drafted in Indonesian (with optional bilingual versions) and typically includes key provisions such as product details, pricing, delivery terms, warranties, and dispute resolution mechanisms. It's particularly important for establishing clear terms and conditions, minimizing potential disputes, and ensuring compliance with Indonesian consumer protection laws and trade regulations.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the transaction purpose

3. Definitions: Definitions of key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Object of Sale: Detailed description of the goods being sold, including specifications, quantity, and quality standards

5. Purchase Price: The agreed price, currency, and payment terms including payment method and schedule

6. Delivery: Terms and conditions of delivery, including timing, location, and transfer of risk

7. Title and Risk: Provisions regarding transfer of ownership and risk in the goods

8. Warranties: Standard warranties regarding the quality and condition of goods

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

10. Governing Law: Specification of Indonesian law as the governing law

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

12. Execution: Signature blocks and execution requirements, including requirement for Indonesian language version

Optional Sections

1. Insurance: Insurance requirements if specific coverage is needed for high-value goods or risky transactions

2. Intellectual Property: IP provisions if the goods involve trademarks, patents, or other intellectual property rights

3. Confidentiality: Confidentiality obligations if sensitive information is exchanged during the transaction

4. Force Majeure: Provisions for unforeseen circumstances preventing performance

5. Import/Export: Specific provisions for international sales including customs and regulatory compliance

6. Quality Control: Detailed quality control procedures for complex or technical products

7. Return Policy: Terms for returns and replacements if applicable to the type of goods

8. After-Sales Service: Support and maintenance terms for technical or complex products

Suggested Schedules

1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices if multiple products or pricing tiers are involved

3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and locations if multiple deliveries are planned

4. Schedule 4 - Quality Standards: Specific quality standards and testing procedures if applicable

5. Schedule 5 - Warranty Terms: Detailed warranty terms and conditions if more extensive than in main agreement

6. Appendix A - Required Certifications: Copies of required product certifications or compliance documents

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Retail

Manufacturing

Consumer Goods

Electronics

Textiles

Food and Beverage

Construction Materials

Automotive

Agriculture

Mining

Pharmaceuticals

Industrial Equipment

Furniture and Home Goods

Relevant Teams

Legal

Sales

Procurement

Commercial

Operations

Supply Chain

Compliance

Business Development

Contract Administration

Risk Management

Relevant Roles

Sales Manager

Procurement Manager

Commercial Director

Legal Counsel

Contract Administrator

Business Development Manager

Operations Manager

Supply Chain Manager

Chief Commercial Officer

Vendor Manager

Purchasing Officer

Sales Director

General Manager

Compliance Officer

Industries
Indonesian Civil Code (KUHPerdata): The fundamental law governing contracts and obligations in Indonesia, particularly Book III on Contracts. It covers essential elements of contracts, formation, validity, and performance of contractual obligations.
Law No. 8 of 1999 on Consumer Protection: Provides protection for consumers in commercial transactions, including requirements for product quality, warranties, and seller's obligations.
Law No. 7 of 2014 on Trade: Regulates trading activities in Indonesia, including domestic and international trade, and sets requirements for commercial transactions.
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Article 31 requires that agreements involving Indonesian parties must be written in the Indonesian language (Bahasa Indonesia). Bilingual versions are permitted but Indonesian version prevails.
Law No. 11 of 2008 on Electronic Information and Transactions: Governs electronic transactions and provides legal framework for e-commerce and digital agreements if the sales agreement involves online transactions.
Government Regulation No. 80 of 2019: Provides detailed regulations on e-commerce activities, including requirements for business actors conducting electronic trading activities.
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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