Reseller Agreement Template for Indonesia

A Reseller Agreement is a binding commercial contract that establishes the legal framework for distribution relationships between suppliers and resellers in Indonesia. Under Indonesian law, this document governs how products are distributed, sold, and marketed through authorized channels while protecting both parties' commercial interests and ensuring compliance with local regulations.

When do you need this document?

You need a Reseller Agreement when expanding your business through distribution partners in Indonesia's diverse market. This document is essential when appointing distributors to sell your products in specific territories, whether you're a manufacturer seeking wider market penetration or a local business wanting to distribute international products. The agreement becomes particularly important when dealing with exclusive distribution rights, as Indonesian competition law requires clear territorial boundaries and performance obligations. You'll also need this document when establishing pricing structures, minimum purchase requirements, or when granting rights to use your brand and intellectual property in Indonesia.

Key legal considerations

Your Reseller Agreement must address several critical legal elements to ensure enforceability under Indonesian law. Territorial exclusivity clauses require careful drafting to avoid violating anti-monopoly provisions under Law No. 5 of 1999, while pricing terms must comply with fair trade practices. Consumer protection obligations under Law No. 8 of 1999 must be clearly allocated between you and your reseller, particularly regarding product warranties, returns, and customer service responsibilities. Intellectual property usage rights need specific limitations to prevent unauthorized brand exploitation, while termination clauses must provide adequate notice periods and procedures for inventory management. Performance targets and minimum sales requirements should be realistic and measurable to avoid disputes over contract breaches.

Legal requirements in Indonesia

Indonesian law imposes specific requirements that your Reseller Agreement must satisfy for legal validity and enforceability. Under the Civil Code, the agreement must clearly identify all parties with their complete legal details, including business registration numbers and authorized signatories. Law No. 7 of 2014 on Trade requires compliance with Indonesian trading regulations, including proper business licensing for both parties and adherence to import/export requirements if applicable. The agreement must specify dispute resolution mechanisms, preferably through Indonesian courts or arbitration institutions recognized under Indonesian law. Additionally, if your distribution arrangement involves franchising elements, compliance with Government Regulation No. 42 of 2007 may be required, including disclosure obligations and registration requirements with relevant Indonesian authorities.