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Master Supplier Agreement

Master Supplier Agreement Template for Indonesia

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Key Requirements PROMPT example:

Master Supplier Agreement

"I need a Master Supplier Agreement under Indonesian law for a technology manufacturing company that will be sourcing electronic components from multiple international suppliers, with specific focus on quality control standards and local content requirements."

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Document background
The Master Supplier Agreement serves as the cornerstone document for establishing and managing long-term supply relationships in Indonesia. It is designed to comply with Indonesian commercial law, including Law No. 7 of 2014 on Trade and relevant provisions of the Indonesian Civil Code. This agreement is typically used when a company expects to make multiple purchases from a supplier over time and needs a standardized framework to govern these transactions. The Master Supplier Agreement includes essential provisions for ordering, quality control, delivery, pricing, and risk allocation, while allowing flexibility through purchase orders for specific transactions. It addresses key regulatory requirements such as local content rules, currency regulations, and consumer protection standards, making it suitable for both domestic and international supply arrangements in the Indonesian market.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives

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

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Overview of the supply relationship and general obligations of both parties

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Ordering Process: Procedures for placing and accepting purchase orders

7. Pricing and Payment: Price determination, payment terms, invoicing requirements, and currency provisions

8. Delivery and Acceptance: Terms for delivery, inspection, and acceptance of goods/services

9. Quality Requirements: Quality standards, specifications, and compliance requirements

10. Warranties: Supplier warranties regarding goods/services and general business operations

11. Supplier Obligations: Key responsibilities and commitments of the supplier

12. Customer Obligations: Key responsibilities and commitments of the customer

13. Compliance with Laws: Obligation to comply with applicable laws and regulations

14. Intellectual Property: IP ownership, licenses, and protection provisions

15. Confidentiality: Protection and handling of confidential information

16. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations

17. Insurance: Required insurance coverage and maintenance

18. Termination: Grounds for termination and termination procedures

19. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Business Continuity: Requirements for disaster recovery and business continuity planning, relevant for critical suppliers

2. Environmental Compliance: Specific environmental obligations and standards, important for suppliers of goods or services with environmental impact

3. Data Protection: Specific provisions for handling personal data, required when personal data processing is involved

4. Anti-Corruption: Detailed anti-corruption provisions, particularly important for high-value contracts or government-related work

5. Import/Export Controls: Provisions for international trade compliance, necessary for cross-border supply arrangements

6. Change Control: Procedures for managing changes to specifications or services, important for complex supply arrangements

7. Service Levels: Detailed service level requirements and metrics, relevant for service-based agreements

8. Subcontracting: Rules and restrictions regarding subcontracting, important when subcontracting is likely

9. Technology Transfer: Provisions regarding technology transfer and technical cooperation, relevant for technical supply relationships

10. Local Content Requirements: Provisions addressing Indonesian local content requirements, relevant for certain regulated industries

Suggested Schedules

1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms

3. Schedule 3 - Service Levels and KPIs: Detailed service levels, performance metrics, and measurement methodology

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards

5. Schedule 5 - Delivery Requirements: Specific delivery locations, timeframes, and procedures

6. Schedule 6 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria

7. Schedule 7 - Key Personnel: List of key personnel from both parties involved in managing the relationship

8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors and their scope of work

9. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement

10. Appendix B - Compliance Certificates: Required compliance certifications and documentation

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
Affiliate
Agreement
Applicable Law
Business Day
Confidential Information
Contract Year
Customer
Defect
Delivery Date
Delivery Location
Effective Date
Force Majeure Event
Goods
Good Industry Practice
Intellectual Property Rights
Key Performance Indicators
Local Content Requirements
Material Breach
Order
Purchase Order
Quality Standards
Related Parties
Representatives
Services
Service Levels
Specifications
Supplier
Supplier Personnel
Supply Chain
Term
Territory
Third Party
Working Hours
Technical Documentation
Acceptance Criteria
Authorized Representative
Background IP
Compliance Requirements
Contractual Currency
Delivery Terms
Documentation
Emergency
Fees
Forecast
Government Authority
Indemnified Parties
Insurance Requirements
Liability Cap
Minimum Order Quantity
Notice
Payment Terms
Performance Bond
Quality Management System
Regulatory Approvals
Renewal Term
Required Consents
Site
Subcontractor
Technical Standards
Warranty Period
Clauses
Interpretation
Contract Formation
Term and Renewal
Supply Obligations
Ordering Process
Delivery
Acceptance Testing
Price and Payment
Invoicing
Quality Requirements
Performance Standards
Service Levels
Warranties
Title and Risk
Intellectual Property
Confidentiality
Data Protection
Record Keeping
Audit Rights
Compliance with Laws
Anti-Corruption
Insurance
Liability
Indemnification
Force Majeure
Business Continuity
Change Management
Subcontracting
Assignment and Transfer
Termination
Exit Management
Dispute Resolution
Governing Law
Notices
Health and Safety
Environmental Compliance
Labor and Employment
Local Content Requirements
Import/Export Controls
Currency Controls
Tax
Relationship of Parties
Entire Agreement
Severability
Waiver
Third Party Rights
Amendments
Counterparts
Relevant Industries

Manufacturing

Technology

Retail

Construction

Food and Beverage

Automotive

Electronics

Telecommunications

Pharmaceutical

Energy

Mining

Agriculture

Textiles

Consumer Goods

Industrial Equipment

Chemical Industry

Logistics and Transportation

Relevant Teams

Legal

Procurement

Supply Chain

Finance

Operations

Compliance

Risk Management

Quality Assurance

Commercial

Vendor Management

Business Development

Contract Administration

Relevant Roles

Procurement Manager

Supply Chain Director

Legal Counsel

Commercial Director

Operations Manager

Contract Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Sourcing Manager

Vendor Manager

Quality Assurance Manager

Supply Chain Analyst

Chief Operating Officer

Purchasing Officer

Business Development Manager

Corporate Secretary

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Primary legislation governing contracts and obligations, including contract formation, validity requirements, and remedies for breach
Law No. 7 of 2014 on Trade: Regulates trading activities, including domestic and international trade, standards for goods and services, and business actors' obligations
Law No. 8 of 1999 on Consumer Protection: Sets requirements for quality standards, consumer rights, and business actors' responsibilities in providing goods and services
Government Regulation No. 80 of 2019: Regulates electronic commerce (e-commerce) activities, including digital transactions and online business operations
Law No. 25 of 2007 on Investment: Governs foreign and domestic investment, including business establishment and operations
Law No. 40 of 2007 on Limited Liability Companies: Regulates corporate entities and their business activities, including corporate governance requirements
Currency Law No. 7 of 2011: Regulates the use of currency in transactions and payment obligations within Indonesia
Law No. 42 of 2009 on Value Added Tax: Governs VAT obligations in commercial transactions and service provisions
Law No. 13 of 2003 on Manpower: Regulates employment relationships and may affect supplier agreements involving personnel deployment
Law No. 24 of 2019 on Creative Economy: Provides framework for protection of intellectual property and creative works in commercial relationships
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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