Private Sales Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the sale and purchase of goods or property between private parties. This agreement details the essential elements of the sale transaction, including the identification of parties, description of goods, purchase price, payment terms, delivery arrangements, and warranties. The document is structured to comply with the Indonesian Civil Code (KUHPer) and relevant consumer protection laws, providing a legally binding framework that protects both seller and buyer interests while ensuring clarity in their rights and obligations throughout the transaction process.

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What is a Private Sales Agreement?

The Private Sales Agreement serves as a fundamental legal instrument in Indonesian commercial transactions, providing a structured framework for both individual and business-to-business sales. This document is essential when parties need to formalize the transfer of goods or property in compliance with Indonesian law, particularly the Civil Code (KUHPer) and Law No. 8 of 1999 on Consumer Protection. It is commonly used for significant purchases where parties require detailed documentation of their rights, obligations, and the specific terms of the sale. The agreement typically includes comprehensive provisions on payment terms, delivery conditions, warranties, and dispute resolution mechanisms, making it suitable for both simple and complex sales transactions. The document's flexibility allows it to be adapted for various types of sales while maintaining compliance with Indonesian legal requirements.

What sections should be included in a Private Sales Agreement?

1. Parties: Full identification of seller and buyer, including complete legal names, addresses, and any registration numbers for businesses

2. Background: Context of the sale and brief description of the transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Object of Sale: Detailed description of the goods or property being sold, including quantity, specifications, and condition

5. Purchase Price: The agreed price, payment terms, method of payment, and payment schedule

6. Delivery Terms: Timing, location, and method of delivery, including risk transfer points

7. Warranties and Representations: Seller's warranties regarding the goods and both parties' standard representations

8. Rights and Obligations: Detailed responsibilities of both parties before, during, and after the sale

9. Risk and Title: When and how title transfers, and allocation of risk

10. Default and Remedies: What constitutes default and available remedies for both parties

11. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction

12. Dispute Resolution: Process for resolving disputes, including choice of forum

13. Notices: How formal communications between parties should be made

14. Execution: Signature blocks and execution requirements

What sections are optional to include in a Private Sales Agreement?

1. Condition Precedents: Conditions that must be met before the sale becomes effective, used when specific requirements must be fulfilled before closing

2. Inspection Rights: Buyer's rights to inspect goods before acceptance, important for complex or high-value goods

3. Insurance: Insurance requirements during transit or storage, relevant for high-value items or long delivery periods

4. Confidentiality: Provisions for keeping transaction details private, important for business-to-business sales

5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in current global conditions

6. Assignment: Rights to assign the agreement to other parties, important in business contexts

7. Intellectual Property: IP rights provisions, necessary when the sale involves branded goods or technology

8. After-Sales Service: Terms for maintenance or support after sale, relevant for technical equipment or complex products

What schedules should be included in a Private Sales Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods being sold

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment terms and installments if applicable

3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and logistics information

4. Schedule 4 - Warranty Terms: Detailed warranty conditions and procedures

5. Appendix A - Product Images: Visual documentation of the goods being sold

6. Appendix B - Required Certifications: Copies of relevant certifications or permits

7. Appendix C - Quality Standards: Applicable quality standards and testing criteria

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

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use

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