The International Sales Contract is a fundamental document used in cross-border trade transactions where at least one party is trading internationally and Indonesian law governs the agreement. This document is essential when companies engage in import/export activities, requiring a comprehensive framework that addresses all aspects of the international sale transaction. The contract must comply with Indonesian regulations, particularly Law No. 7 of 2014 on Trade and relevant provisions of the Indonesian Civil Code, while also considering international trade practices. It typically includes detailed provisions on product specifications, quality standards, delivery terms using INCOTERMS, payment mechanisms (such as Letters of Credit), risk allocation, and dispute resolution procedures. This contract type is particularly important for businesses engaging in regular international trade activities, ensuring clear terms and conditions while providing legal protection under Indonesian jurisdiction.
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1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the agreement and general commercial intent of the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including INCOTERMS where applicable
4. Sale and Purchase Obligation: Core agreement for sale and purchase, including product description and quantity
5. Price and Payment Terms: Product pricing, currency, payment method, and timing
6. Delivery Terms: Delivery schedule, INCOTERM rules, shipping arrangements, and transfer of risk
7. Quality and Inspection: Product specifications, quality standards, and inspection procedures
8. Title and Risk: Transfer of ownership and risk allocation
9. Warranties and Representations: Standard warranties regarding product quality, compliance, and authority to contract
10. Compliance with Laws: Obligations regarding export/import laws, permits, and regulations
11. Force Majeure: Events excusing performance and consequences
12. Term and Termination: Duration of agreement and termination rights
13. Dispute Resolution: Jurisdiction, governing law, and dispute resolution procedures
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Letter of Credit Terms: Detailed provisions for letter of credit arrangements when applicable
2. Product Testing: Specific testing requirements and procedures for complex products
3. Packaging Requirements: Detailed packaging specifications for sensitive or regulated goods
4. Insurance Requirements: Specific insurance obligations beyond standard coverage
5. Intellectual Property Rights: IP provisions when dealing with branded or proprietary products
6. Confidentiality: Detailed confidentiality provisions for sensitive commercial arrangements
7. Export Controls: Specific export control compliance for regulated products
8. After-Sales Service: Post-delivery support and maintenance requirements
9. Training and Support: Product training and technical support obligations
1. Product Specifications: Detailed technical specifications of products
2. Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Delivery Schedule: Specific delivery dates and quantities
4. Quality Standards: Detailed quality requirements and testing procedures
5. Required Documents: List of shipping and customs documents required
6. Authorized Representatives: List of authorized representatives for various contract functions
7. Bank Details: Banking information for payments
8. Insurance Requirements: Detailed insurance specifications and certificates
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