Sale Purchase Agreement Draft Template for Indonesia

The Sale Purchase Agreement Draft serves as a foundational document for commercial transactions in Indonesia, structured in accordance with the Indonesian Civil Code (Kitab Undang-undang Hukum Perdata) and relevant commercial laws. This document is essential for both business-to-business and business-to-consumer transactions, providing a legally binding framework for the transfer of goods, assets, or property. It should be used whenever there is a significant sale transaction requiring formal documentation, particularly when the value or complexity of the transaction warrants detailed terms and conditions. The agreement includes crucial elements such as party identification, object description, pricing, payment terms, delivery arrangements, warranties, and risk allocation, all tailored to comply with Indonesian legal requirements.

1. Parties: Identification of seller and purchaser with complete legal names and addresses

2. Background: Context of the transaction and brief description of what each party brings to the agreement

3. Definitions: Key terms used throughout the agreement and their specific meanings

4. Object of Sale: Detailed description of the goods/property being sold

5. Purchase Price: Amount, currency, and payment terms including method and timing of payment

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

7. Title Transfer: Process and timing of ownership transfer from seller to buyer

8. Representations and Warranties: Statements of fact and promises by both parties regarding the transaction

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

10. Conditions Precedent: Prerequisites that must be fulfilled before completion

11. Taxes and Costs: Allocation of transaction-related taxes and expenses

12. Force Majeure: Circumstances beyond parties' control affecting contract performance

13. Termination: Circumstances and process for ending the agreement

14. Governing Law: Confirmation of Indonesian law as governing law

15. Dispute Resolution: Process for resolving disputes between parties

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

17. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.