Commercial Sales Agreement Template for Indonesia

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Key Requirements PROMPT example:

Commercial Sales Agreement

"I need a Commercial Sales Agreement under Indonesian law for my technology company to sell software products to corporate clients, with specific provisions for software licensing, maintenance support, and data protection."

Document background
The Commercial Sales Agreement serves as a crucial legal framework for business-to-business transactions in Indonesia, providing a structured approach to commercial relationships between sellers and buyers. This document is essential when companies engage in regular or significant sales transactions, requiring detailed terms for products/services, delivery, payment, and quality standards. It ensures compliance with Indonesian legal requirements, including the Civil Code (KUHPerdata), Trade Law, and relevant commercial regulations. The agreement is particularly important for protecting both parties' interests, establishing clear performance expectations, and providing mechanisms for dispute resolution. It's designed to accommodate various commercial scenarios while maintaining consistency with Indonesian business practices and legal requirements.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Sale: Detailed description of products/services being sold

5. Price and Payment Terms: Pricing details, payment schedule, method of payment, and currency

6. Delivery Terms: Delivery schedule, method, location, and transfer of risk

7. Quality and Specifications: Quality standards, specifications, and compliance requirements

8. Warranties and Representations: Warranties regarding products/services and general business warranties

9. Term and Termination: Duration of agreement and circumstances for termination

10. Confidentiality: Protection of confidential information exchanged during the business relationship

11. Force Majeure: Circumstances excusing performance and related procedures

12. Governing Law: Specification of Indonesian law as governing law

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

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

Optional Sections

1. Intellectual Property Rights: Required when the sale involves software, technology, or branded products

2. Export/Import Compliance: Necessary for international sales or products subject to trade regulations

3. Insurance: Required for high-value goods or where specific risks need coverage

4. Training and Support: Include when product requires technical training or ongoing support

5. Return and Refund Policy: Necessary for goods that may need return or replacement

6. Compliance with Anti-Corruption Laws: Important for high-value contracts or government-related sales

7. Data Protection: Required when personal data processing is involved in the transaction

8. Performance Metrics: Include when specific performance standards need to be maintained

Suggested Schedules

1. Schedule 1 - Product Specifications: Detailed technical specifications of products

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing terms

3. Schedule 3 - Delivery Schedule: Specific delivery timelines and locations

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

5. Schedule 5 - Service Level Agreement: Performance metrics and service standards if applicable

6. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement

7. Appendix B - Technical Documentation: Product manuals, technical specifications, or other supporting 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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Wholesale Trade

Technology

Consumer Goods

Industrial Equipment

Agriculture

Mining

Construction

Automotive

Electronics

Pharmaceuticals

Food and Beverage

Textiles

Chemical Industry

Relevant Teams

Legal

Sales

Procurement

Commercial

Operations

Finance

Compliance

Supply Chain

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Procurement Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Supply Chain Manager

Finance Director

Chief Financial Officer

Sales Manager

Purchasing Manager

Compliance Officer

Risk 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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