Master Sale Agreement Template for Indonesia

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Key Requirements PROMPT example:

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."

Document background
The Master Sale Agreement serves as the primary contractual framework for businesses engaging in recurring sales transactions within Indonesia. This document is essential when parties anticipate multiple transactions over time and want to avoid negotiating individual contracts for each sale. The agreement encompasses key elements required under Indonesian law, including provisions mandated by the Civil Code (KUHPer) and the Law on Trade (Law No. 7 of 2014). It establishes standard terms for ordering, delivery, quality control, and payment while providing flexibility for specific transaction details through purchase orders. The Master Sale Agreement is particularly valuable for businesses seeking to establish long-term commercial relationships while ensuring compliance with Indonesian regulatory requirements and commercial practices.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

Manufacturing

Retail

Consumer Goods

Industrial Equipment

Electronics

Automotive

Food and Beverage

Textiles

Chemical Products

Construction Materials

Agriculture

Mining

Pharmaceuticals

Technology

Energy

Relevant Teams

Legal

Procurement

Sales

Commercial

Finance

Operations

Supply Chain

Compliance

Risk Management

Business Development

Relevant Roles

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

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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