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Retail Supplier Agreement

Retail Supplier Agreement Template for Indonesia

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Key Requirements PROMPT example:

Retail Supplier Agreement

"I need a Retail Supplier Agreement for my Indonesian food distribution business, focusing on perishable goods supply to supermarket chains, with strict quality control measures and compliance with Indonesian food safety regulations, to be implemented by March 2025."

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Document background
The Retail Supplier Agreement is a fundamental commercial document used to establish and regulate the business relationship between suppliers and retailers in Indonesia. This agreement is essential when a retailer wishes to source products from a supplier for resale to consumers, ensuring compliance with Indonesian regulations including the Trade Law No. 7 of 2014 and Consumer Protection Law No. 8 of 1999. The document addresses crucial aspects such as product specifications, ordering mechanisms, delivery terms, quality control, pricing, and payment conditions. It provides legal protection for both parties by clearly defining rights, obligations, and remedies while incorporating necessary provisions for regulatory compliance, particularly in areas of consumer protection, product safety, and fair trading practices under Indonesian law.
Suggested Sections

1. Parties: Identification of the supplier and retailer, including their legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of each party's business, and purpose of the arrangement

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

4. Supply Obligations: Core obligations of the supplier, including product quality, quantity, and delivery requirements

5. Ordering Process: Procedures for placing and confirming orders, lead times, and minimum order quantities

6. Pricing and Payment: Product pricing structure, payment terms, invoicing procedures, and price review mechanisms

7. Delivery and Acceptance: Delivery terms, timing, logistics arrangements, and acceptance/rejection procedures

8. Quality Standards: Product specifications, quality requirements, and compliance with Indonesian standards

9. Title and Risk: Transfer of ownership and risk in the products

10. Warranties and Representations: Standard warranties regarding products and mutual business representations

11. Term and Termination: Duration of agreement, renewal provisions, and termination rights

12. Intellectual Property: Protection and usage rights of trademarks, patents, and other IP

13. Confidentiality: Protection of confidential information and trade secrets

14. Dispute Resolution: Process for resolving disputes under Indonesian law

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

Optional Sections

1. Exclusivity: Terms regarding exclusive supply arrangements, used when supplier or retailer requires exclusive rights

2. Marketing and Promotion: Obligations regarding product marketing and promotional activities, relevant for branded products

3. Returns and Recalls: Procedures for product returns and recall situations, essential for perishable or safety-sensitive goods

4. Insurance: Specific insurance requirements beyond standard coverage

5. Performance Metrics: Key performance indicators and measurement criteria, used in more sophisticated supply relationships

6. Data Protection: Specific provisions for handling customer data, necessary if personal data is shared

7. Force Majeure: Extended force majeure provisions, particularly relevant in cross-border or complex supply chains

8. Environmental Compliance: Specific environmental obligations, relevant for products with environmental impact

9. Anti-Corruption: Detailed anti-corruption provisions, particularly important for international suppliers

Suggested Schedules

1. Product Specifications: Detailed technical specifications and quality standards for each product

2. Price List: Comprehensive price list with SKUs and any volume-based discounts

3. Delivery Locations: List of approved delivery locations and specific delivery requirements

4. Service Level Agreement: Detailed performance metrics, response times, and service standards

5. Quality Control Procedures: Detailed quality control and testing procedures

6. Returns Policy: Detailed procedures for handling returns and rejected goods

7. Authorized Representatives: List of authorized personnel for ordering and acceptance

8. Brand Guidelines: Guidelines for use of trademarks and marketing materials

9. Compliance Certificates: Copies of required regulatory certificates and permits

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
Agreement
Applicable Laws
Business Day
Confidential Information
Delivery Date
Delivery Location
Delivery Schedule
Effective Date
Force Majeure Event
Intellectual Property Rights
Indonesian National Standards (SNI)
Invoice
Minimum Order Quantity
Order
Order Confirmation
Payment Terms
Price List
Products
Product Specifications
Purchase Order
Quality Standards
Recall
Representatives
Retail Premises
Returns
Service Levels
Supplier's Marks
Supply Chain
Term
Territory
Trade Laws
Trading Hours
Unit Price
Warranties
Working Hours
Clauses
Interpretation
Supply Obligations
Ordering Process
Delivery Terms
Product Quality
Price and Payment
Title and Risk
Warranties
Product Safety
Compliance
Intellectual Property
Confidentiality
Data Protection
Record Keeping
Insurance
Liability
Force Majeure
Term and Termination
Competition
Anti-Corruption
Assignment
Subcontracting
Dispute Resolution
Governing Law
Indemnification
Notices
Product Returns
Quality Control
Performance Standards
Audit Rights
Exclusivity
Marketing
Product Recall
Change Control
Relationship of Parties
Relevant Industries

Retail

Consumer Goods

Fashion and Apparel

Electronics

Food and Beverage

Home and Garden

Personal Care and Cosmetics

Sporting Goods

Toys and Games

Automotive Parts

Pharmaceuticals and Healthcare

Furniture and Home Furnishings

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Finance

Compliance

Quality Assurance

Logistics

Risk Management

Merchandise

Relevant Roles

Procurement Manager

Supply Chain Director

Retail Operations Manager

Commercial Director

Category Manager

Merchandise Manager

Legal Counsel

Compliance Officer

Quality Assurance Manager

Logistics Manager

Contract Administrator

Purchasing Officer

Vendor Relations Manager

Chief Financial Officer

Risk Manager

Store Operations Director

Industries
Indonesian Civil Code (Kitab Undang-undang Hukum Perdata): Fundamental law governing contracts and agreements in Indonesia, including formation, validity, and enforcement of contracts
Law No. 7 of 2014 on Trade (UU Perdagangan): Regulates trading activities in Indonesia, including domestic trade, distribution, and business licensing requirements
Law No. 8 of 1999 on Consumer Protection: Establishes consumer rights and business obligations, including product quality, safety standards, and complaint handling procedures
Government Regulation No. 44 of 1997 on Partnership: Regulates business partnerships and cooperation between suppliers and retailers
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Ensures fair competition and prevents monopolistic practices in business relationships
Minister of Trade Regulation No. 22/M-DAG/PER/3/2016: Regulates general provisions on distribution agreements and partnerships in the retail sector
Law No. 20 of 2014 on Standardization and Conformity Assessment: Sets standards for product quality, safety, and certification requirements
Government Regulation No. 109 of 2012 on Food Products Safety: Specific regulations for food products safety, labeling, and distribution (if applicable to the retail goods)
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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