Commercial Sales Agreement Template for Indonesia

A Commercial Sales Agreement is a legally binding contract that governs business-to-business sales transactions in Indonesia. This document establishes the terms and conditions under which one company sells products or services to another, ensuring both parties understand their rights, obligations, and responsibilities throughout the commercial relationship.

When do you need this document?

You need a Commercial Sales Agreement when your company engages in regular or substantial sales to other businesses. This includes manufacturers selling to distributors, wholesalers supplying retailers, or service providers contracting with corporate clients. The agreement is essential for high-value transactions, ongoing supply relationships, or when dealing with complex products requiring specific delivery schedules and quality standards. It's particularly important when establishing new business partnerships or expanding into Indonesian markets where clear contractual terms protect against commercial disputes.

Key legal considerations

Your agreement must clearly define the parties, including complete legal names and registration numbers as required under Indonesian law. Product specifications should be detailed to avoid disputes over quality or delivery. Payment terms must specify currency, schedule, and methods, ensuring compliance with Bank Indonesia regulations if foreign currency is involved. Include force majeure clauses covering situations beyond either party's control, and establish dispute resolution mechanisms such as arbitration or mediation. Warranty provisions should clearly outline product guarantees and liability limitations, while termination clauses must specify conditions and notice requirements for ending the agreement.

Legal requirements in Indonesia

Under the Indonesian Civil Code (KUHPerdata), your Commercial Sales Agreement must meet specific validity requirements including legal capacity of parties, lawful object, and proper consideration. Law No. 7 of 2014 on Trade requires compliance with trading activity regulations, including proper licensing for businesses involved in commercial transactions. If your agreement involves consumer-facing products, ensure compliance with Law No. 8 of 1999 on Consumer Protection regarding product quality standards and liability provisions. For electronic transactions or digital signatures, follow Law No. 19 of 2016 on Electronic Information and Transactions. Payment terms must align with Bank Indonesia regulations regarding currency usage, and all parties must be properly registered with Indonesian authorities to engage in commercial activities.