Business Sales Agreement Template for Indonesia

A Business Sales Agreement is a legally binding contract that governs commercial transactions between businesses operating in Indonesia. Under Indonesian law, this document serves as the foundation for B2B relationships, ensuring compliance with local regulations while establishing clear terms for the sale of goods or services between corporate entities.

When do you need this document?

You need a Business Sales Agreement when your company engages in significant commercial transactions with other businesses in Indonesia. This includes situations where you're selling products to distributors, providing services to corporate clients, or establishing ongoing supply relationships. The agreement is essential for international companies entering the Indonesian market, as it ensures compliance with Trade Law No. 7 of 2014 and protects against potential disputes. Indonesian businesses also require this document when dealing with foreign entities or when transactions exceed certain value thresholds that trigger additional regulatory requirements.

Key legal considerations

Your Business Sales Agreement must address several critical legal elements under Indonesian law. The contract should clearly define the parties' legal capacity to enter agreements, particularly for limited liability companies governed by Law No. 40 of 2007. Payment terms must comply with Indonesian banking regulations and foreign exchange controls where applicable. Warranty and liability clauses should align with consumer protection principles under Law No. 8 of 1999, even in B2B contexts. For digital or e-commerce transactions, compliance with Government Regulation No. 80 of 2019 is mandatory. The agreement should also include force majeure provisions that account for Indonesia's unique geographical and regulatory challenges.

Legal requirements in Indonesia

Indonesian law requires Business Sales Agreements to meet specific formation and validity criteria under the Civil Code (KUHPerdata). The contract must be written in Bahasa Indonesia or include certified translations for enforceability in Indonesian courts. Certain high-value transactions may require notarization or registration with relevant government agencies. Foreign companies must ensure their representatives have proper authorization to sign on behalf of the entity. The agreement should specify Indonesian law as governing law and designate Indonesian courts or arbitration for dispute resolution. Additionally, transactions involving regulated industries may require specific licenses or permits referenced within the contract terms.