General Sales Agreement Template for Indonesia

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Key Requirements PROMPT example:

General Sales Agreement

"I need a General Sales Agreement for my manufacturing company to sell industrial machinery parts to distributors across Indonesia, with quarterly minimum purchase commitments and specific quality control requirements, to be effective from March 2025."

Document background
The General Sales Agreement serves as a foundational document for commercial transactions in Indonesia, providing a legally robust framework for business-to-business sales relationships. This document is essential when parties seek to establish a formal, ongoing sales arrangement under Indonesian law, whether for domestic or international trade. It encompasses crucial elements required by the Indonesian Civil Code and Trade Law, including detailed product specifications, pricing mechanisms, delivery terms, quality standards, and compliance requirements. The agreement is particularly valuable for recurring transactions or significant one-time sales, offering comprehensive protection for both parties while ensuring clarity in their commercial relationship. It should be tailored to specific business needs while maintaining compliance with Indonesian regulatory requirements, including relevant Ministry of Trade regulations and consumer protection laws where applicable.
Suggested Sections

1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers and authorized representatives

2. Background: Contextual information explaining the purpose of the agreement and the parties' intention to enter into a sales arrangement

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Scope of Agreement: Outlines the general nature of the sales arrangement and any territorial limitations

5. Product Specifications: Detailed description of the products being sold, including quality standards and specifications

6. Price and Payment Terms: Specifies pricing, payment methods, payment schedule, and currency

7. Delivery Terms: Details on delivery arrangements, timing, and transfer of risk

8. Quality Assurance: Quality control measures, inspection rights, and acceptance procedures

9. Warranties and Representations: Standard warranties regarding product quality, compliance with laws, and authority to enter into the agreement

10. Term and Termination: Duration of the agreement and circumstances allowing for termination

11. Confidentiality: Obligations regarding protection of confidential information

12. Force Majeure: Provisions for unforeseen circumstances preventing performance

13. Dispute Resolution: Procedures for resolving disputes, including choice of forum and arbitration provisions

14. Governing Law: Specification of Indonesian law as governing law and relevant jurisdictional matters

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

Optional Sections

1. International Shipping Terms: Include when products are being shipped internationally, incorporating Incoterms and customs requirements

2. Intellectual Property Rights: Include when the products involve patents, trademarks, or other IP rights

3. Exclusivity Provisions: Include when the buyer is granted exclusive rights in certain territories or for certain products

4. Minimum Purchase Requirements: Include when the agreement requires minimum order quantities or values

5. Marketing and Promotion: Include when parties have specific obligations regarding product marketing

6. Product Training: Include when seller must provide training on product use or maintenance

7. Insurance Requirements: Include when specific insurance coverage is required for high-value or high-risk products

8. Compliance with Specific Regulations: Include when products are subject to special regulatory requirements (e.g., food, pharmaceuticals)

9. Return and Refund Policy: Include when specific return procedures need to be detailed

10. After-Sales Service: Include when maintenance or support services are part of the agreement

Suggested Schedules

1. Schedule 1 - Product List and Specifications: Detailed technical specifications, drawings, or descriptions of all products covered

2. Schedule 2 - Price List: Comprehensive pricing information, including any volume discounts or special pricing arrangements

3. Schedule 3 - Delivery Schedule: Specific delivery timeframes 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 - Contact Details: List of key contacts for both parties

7. Appendix B - Required Documentation: Templates or examples of required documentation (e.g., purchase orders, shipping documents)

8. Appendix C - Warranty Certificate Template: Standard form of warranty certificate to be issued with products

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

Distribution

International Trade

Consumer Goods

Industrial Equipment

Electronics

Textiles

Food and Beverage

Automotive

Construction Materials

Chemical Products

Agriculture

Pharmaceuticals

Technology

Relevant Teams

Legal

Commercial

Procurement

Sales

Business Development

Supply Chain

Operations

Finance

Compliance

International Trade

Contract Administration

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Supply Chain Manager

Chief Commercial Officer

Export Manager

Import Manager

Purchasing Officer

Sales Operations Manager

Compliance Officer

General Manager

Chief Executive Officer

Chief Financial Officer

Operations Director

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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