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Exclusive Supply Contract

Exclusive Supply Contract Template for Indonesia

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Key Requirements PROMPT example:

Exclusive Supply Contract

"I need an Exclusive Supply Contract under Indonesian law for my manufacturing company to be the sole supplier of automotive parts to a national car manufacturer, with the agreement starting January 2025 and including provisions for quality control standards and minimum purchase commitments."

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Document background
The Exclusive Supply Contract is essential for businesses operating in Indonesia seeking to establish secure and exclusive supply chain relationships. This document is particularly relevant when a supplier commits to providing products or services exclusively to a specific buyer within defined territories or market segments in Indonesia. It's commonly used in manufacturing, distribution, and retail sectors where consistent supply arrangements are crucial for business operations. The agreement must comply with Indonesian law, particularly the Civil Code (KUH Perdata), Trade Law (Law No. 7 of 2014), and competition regulations. Key considerations include local content requirements, anti-monopoly provisions, and specific industry regulations. The document typically includes detailed terms on exclusivity scope, minimum purchase commitments, quality standards, pricing mechanisms, and dispute resolution procedures aligned with Indonesian jurisdiction.
Suggested Sections

1. Parties: Identification and details of the supplier and buyer, including registration numbers and addresses as required under Indonesian law

2. Background: Context of the agreement and relationship between parties

3. Definitions: Defined terms used throughout the agreement, including Indonesian legal terms where relevant

4. Scope of Supply: Detailed description of products/services to be supplied and the exclusive nature of the arrangement

5. Duration and Exclusivity: Term of agreement and specific exclusivity obligations

6. Supply Terms: Ordering process, delivery terms, acceptance procedures, and quality requirements

7. Pricing and Payment: Price structure, payment terms, currency, and invoice requirements

8. Minimum Purchase Commitments: Required minimum purchase quantities or values

9. Quality Control: Quality standards, inspection rights, and compliance requirements

10. Warranties: Product warranties and quality guarantees

11. Compliance: Regulatory compliance requirements including Indonesian trade regulations

12. Confidentiality: Protection of confidential information and trade secrets

13. Force Majeure: Events excusing performance, tailored to Indonesian law requirements

14. Termination: Termination rights and consequences

15. Governing Law and Dispute Resolution: Indonesian law as governing law and dispute resolution procedures

Optional Sections

1. Import/Export Requirements: Required for international supply arrangements, including customs and documentation requirements

2. Technology Transfer: Include if the supply involves technology or IP transfer

3. Environmental Compliance: Required for supplies involving environmental considerations or hazardous materials

4. Local Content Requirements: Include if subject to Indonesian local content regulations

5. Change Control: Include for complex supply arrangements where product specifications may change

6. Insurance: Detailed insurance requirements beyond standard coverage

7. Security Arrangements: Include if performance security or bank guarantees are required

8. Anti-Corruption: Enhanced compliance provisions for high-risk sectors or government-related supplies

Suggested Schedules

1. Product Specifications: Detailed technical specifications of products to be supplied

2. Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms

3. Quality Standards: Specific quality requirements and testing procedures

4. Service Levels: Performance metrics and service level requirements

5. Delivery Requirements: Detailed delivery terms, locations, and schedules

6. Key Personnel: List of key personnel responsible for contract management

7. Compliance Certificates: Required regulatory certificates and compliance documents

8. Form of Purchase Order: Standard form for placing orders under the agreement

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 legal definitions
Agreement
Affiliate
Applicable Laws
Business Day
Commencement Date
Confidential Information
Delivery Point
Effective Date
Exclusive Territory
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Local Content Requirements
Minimum Purchase Commitment
Products
Purchase Order
Quality Standards
Representatives
Specifications
Service Levels
Supply Period
Term
Territory
Trade Control Laws
Working Hours
Acceptance Criteria
Authorized Representative
Bank Guarantee
Compliance Laws
Defect
Delivery Schedule
Environmental Laws
Exclusive Rights
Financial Year
Government Authority
Inspection Period
Key Personnel
Liability Cap
Material Adverse Change
Non-Conforming Products
Operating Procedures
Performance Metrics
Quality Management System
Regulatory Approvals
Safety Standards
Technical Documentation
Unit Price
Warranty Period
Clauses
Interpretation
Appointment and Exclusivity
Duration and Term
Supply Obligations
Ordering Process
Delivery
Price and Payment
Minimum Purchase Commitments
Quality Control
Product Specifications
Warranties
Title and Risk
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Compliance with Laws
Anti-Corruption
Competition Law Compliance
Local Content Requirements
Import/Export Compliance
Insurance
Indemnification
Limitation of Liability
Record Keeping
Audit Rights
Change Control
Assignment and Subcontracting
Termination
Consequences of Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Relationship of Parties
Counterparts
Language
Regulatory Compliance
Environmental Compliance
Health and Safety
Performance Review
Security Requirements
Business Continuity
Relevant Industries

Manufacturing

Consumer Goods

Industrial Products

Automotive

Electronics

Pharmaceuticals

Food and Beverage

Agriculture

Chemical Industry

Mining

Textiles

Construction Materials

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Finance

Compliance

Quality Assurance

Commercial

Business Development

Risk Management

Logistics

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Chief Operating Officer

Purchasing Manager

Contract Manager

Business Development Manager

Compliance Officer

Quality Assurance Manager

Operations Director

Chief Financial Officer

Sales Director

Regional Manager

General Manager

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Provides the fundamental principles of contract law, including formation, validity, performance, and termination of contracts
Law No. 5 of 1999 on Prohibition of Monopolistic Practices and Unfair Business Competition: Regulates exclusive dealing arrangements and ensures the agreement doesn't create unfair competition or monopolistic practices
Law No. 7 of 2014 on Trade: Governs trading activities in Indonesia, including domestic and international trade, and supply chain regulations
Government Regulation No. 29 of 2021 on Trade Business: Implements provisions of the Trade Law and provides specific requirements for trading activities and business licensing
Law No. 25 of 2007 on Investment: Relevant if either party is a foreign entity, governing foreign investment and business activities in Indonesia
Law No. 8 of 1999 on Consumer Protection: Ensures that supply arrangements don't adversely affect consumer rights and interests in the supply chain
Law No. 24 of 2019 on Creative Economy: May be relevant if the supply contract involves creative industry products or services
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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