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Outright Purchase Agreement
"I need an Outright Purchase Agreement under Indonesian law for acquiring industrial manufacturing equipment worth IDR 5 billion, with phased delivery scheduled between March and June 2025, including installation requirements and warranty terms."
1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers and addresses
2. Background: Contextual information explaining the purpose of the agreement and brief description of the transaction
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Sale and Purchase: Core provision stating the seller's agreement to sell and buyer's agreement to purchase the specified goods
5. Purchase Price: Details of the purchase price, payment terms, method of payment, and any applicable taxes
6. Delivery: Terms and conditions for delivery of goods, including timing, location, and transfer of risk
7. Title and Risk: Provisions regarding transfer of ownership and risk in the goods
8. Seller's Warranties: Warranties regarding ownership, quality, condition, and compliance with specifications
9. Buyer's Warranties: Basic warranties regarding capacity to enter into agreement and make payment
10. Inspection and Acceptance: Procedures for inspecting goods and accepting or rejecting delivery
11. Termination: Circumstances under which the agreement may be terminated and consequences
12. Governing Law: Specification of Indonesian law as governing law and jurisdiction provisions
13. Notices: Process and requirements for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tax Provisions: Detailed tax arrangements when complex tax implications exist or cross-border elements are involved
2. Insurance: Insurance requirements when goods are of high value or subject to specific risks during transit
3. Intellectual Property: IP provisions when the purchased goods involve patents, trademarks, or other IP rights
4. Confidentiality: Confidentiality obligations when sensitive information is exchanged during the transaction
5. Force Majeure: Force majeure provisions when specific risks need to be addressed, particularly for delayed deliveries
6. Import/Export: Import/export provisions when goods cross international borders
7. Training and Support: Post-purchase support terms when technical goods or equipment are involved
8. Environmental Compliance: Environmental provisions when goods have environmental implications or compliance requirements
1. Schedule 1 - Description of Goods: Detailed technical specifications and descriptions of the goods being purchased
2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price including any components or installations
3. Schedule 3 - Delivery Schedule: Detailed timeline for delivery, particularly if multiple deliveries are involved
4. Schedule 4 - Testing and Acceptance Procedures: Specific procedures for testing and accepting the goods
5. Schedule 5 - Form of Acceptance Certificate: Template for formal acceptance of goods
6. Schedule 6 - Warranty Terms: Detailed warranty terms and procedures
7. Appendix A - Required Permits and Licenses: List of regulatory approvals required for the transaction
8. Appendix B - Technical Documentation: Technical manuals, certifications, and other supporting documentation
Authors
Acceptance Certificate
Acceptance Date
Applicable Law
Business Day
Completion
Completion Date
Confidential Information
Contract Price
Defect
Delivery
Delivery Date
Delivery Location
Effective Date
Goods
Government Authority
Intellectual Property Rights
Invoice
Notice
Parties
Payment Terms
Purchase Order
Purchase Price
Quality Standards
Representatives
Rupiah
Seller's Warranties
Specification
Tax
Technical Documentation
Term
Territory
Title
VAT
Warranty Period
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Delivery
Title and Risk
Warranties
Quality Assurance
Inspection and Testing
Acceptance
Documentation
Intellectual Property
Confidentiality
Liability
Indemnification
Insurance
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Tax
Compliance with Laws
Amendment
Severability
Entire Agreement
Waiver
Counterparts
Language
Costs and Expenses
Manufacturing
Technology
Real Estate
Industrial Equipment
Consumer Goods
Automotive
Agriculture
Mining
Construction
Retail
Electronics
Machinery
Telecommunications
Legal
Procurement
Finance
Operations
Commercial
Supply Chain
Risk Management
Compliance
Business Development
Asset Management
Procurement Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Commercial Director
Supply Chain Manager
Operations Manager
Business Development Manager
Purchasing Officer
Asset Manager
Finance Director
General Manager
Compliance Officer
Risk Manager
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