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Master Sale Agreement
"I need a Master Sale Agreement governed by Indonesian law for my manufacturing company to supply automotive parts to various distributors across Indonesia, with the agreement starting January 2025 and including quality control specifications for automotive components."
1. Parties: Identification of the parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: General framework for sales transactions and relationship between parties
5. Ordering Process: Procedures for placing and accepting orders under the agreement
6. Pricing and Payment Terms: Price determination, payment methods, terms, and currency provisions
7. Delivery and Risk: Terms of delivery, transfer of risk, and acceptance procedures
8. Quality and Warranties: Quality standards, warranties, and quality assurance processes
9. Term and Termination: Duration of agreement, renewal provisions, and termination rights
10. Confidentiality: Protection of confidential information exchanged between parties
11. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
12. Force Majeure: Events excusing performance and procedures for handling force majeure situations
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when goods involve IP rights or licensed materials
2. Export/Import Compliance: Include for international sales or cross-border transactions
3. Insurance Requirements: Include when specific insurance coverage is required for high-value or high-risk goods
4. Environmental Compliance: Include when dealing with goods subject to environmental regulations
5. Anti-Corruption Compliance: Include when dealing with government entities or high-risk jurisdictions
6. Data Protection: Include when personal data processing is involved in the sales process
7. Product Safety: Include for products requiring specific safety compliance or certifications
1. Schedule 1 - Product Specifications: Detailed specifications of products covered under the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, discounts, and price adjustment mechanisms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements if applicable
4. Schedule 4 - Territory: Geographic scope of sales activities if territorially restricted
5. Schedule 5 - Key Contacts: List of key personnel and their roles for both parties
6. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns
7. Appendix B - Quality Control Procedures: Specific quality control and testing requirements
8. Appendix C - Form Documents: Standard forms for purchase orders, acceptance, and other routine communications
Authors
Affiliate
Agreement
Applicable Law
Business Day
Confidential Information
Delivery
Delivery Date
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Invoice
Material Adverse Change
Order
Purchase Order
Price
Products
Quality Standards
Related Party
Representatives
Sales Tax
Schedules
Specifications
Services
Supplier
Term
Territory
Third Party
Value Added Tax
Warranty Period
Working Hours
Appointment
Term and Duration
Orders and Supply
Pricing
Payment Terms
Delivery
Title and Risk
Quality Assurance
Product Specifications
Warranties
Acceptance and Rejection
Returns
Confidentiality
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment
Subcontracting
Notices
Anti-Corruption
Compliance with Laws
Data Protection
Record Keeping
Audit Rights
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Waiver
Relationship of Parties
Third Party Rights
Costs
Counterparts
Manufacturing
Retail
Consumer Goods
Industrial Equipment
Electronics
Automotive
Food and Beverage
Textiles
Chemical Products
Construction Materials
Agriculture
Mining
Pharmaceuticals
Technology
Energy
Legal
Procurement
Sales
Commercial
Finance
Operations
Supply Chain
Compliance
Risk Management
Business Development
Chief Executive Officer
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Supply Chain Manager
Business Development Manager
Operations Director
Finance Director
Compliance Officer
Risk Manager
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