Sale Purchase Agreement Draft Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the transfer of ownership of goods, assets, or property from a seller to a buyer. This agreement outlines the terms and conditions of the sale, including purchase price, payment terms, delivery arrangements, warranties, and the rights and obligations of both parties. It incorporates requirements from the Indonesian Civil Code and relevant commercial regulations, ensuring compliance with local legal requirements while protecting both parties' interests in the transaction.

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What is a Sale Purchase Agreement Draft?

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.

What sections should be included in a Sale Purchase Agreement Draft?

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.

What sections are optional to include in a Sale Purchase Agreement Draft?

1. Intellectual Property Rights: Required when sale involves IP assets or technology transfer

2. Confidentiality: Added when transaction involves sensitive commercial information

3. Due Diligence: Included for complex transactions requiring pre-completion investigation

4. Environmental Compliance: Required when sale involves industrial assets or real estate

5. Employee Matters: Needed when sale includes transfer of employees or labor considerations

6. Regulatory Compliance: Added when sale requires specific regulatory approvals

7. Insurance: Included when specific insurance requirements apply to the sale object

8. Post-Completion Obligations: Required when parties have continuing obligations after sale completion

What schedules should be included in a Sale Purchase Agreement Draft?

1. Asset Schedule: Detailed inventory of assets being sold

2. Payment Schedule: Breakdown of payment installments and timing if applicable

3. Technical Specifications: Detailed technical description of goods being sold

4. Due Diligence Results: Summary of findings from any due diligence investigation

5. Required Approvals: List of regulatory or third-party approvals needed

6. Form of Transfer Documents: Templates for documents required to effect the transfer

7. Warranty Details: Specific warranty terms and conditions

8. Encumbrances List: Details of any existing liens or encumbrances on sale object

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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