Sales Agreement Template for Indonesia

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Key Requirements PROMPT example:

Sales Agreement

"I need a Sales Agreement governed by Indonesian law for the sale of electronic components from our Jakarta-based manufacturing company to a Singapore distributor, with monthly deliveries starting March 2025 and including quality control specifications."

Document background

The Sales Agreement serves as a fundamental commercial contract in Indonesian business transactions, essential for formalizing the sale and purchase of goods between parties. It is commonly used when businesses need to establish clear terms for recurring transactions or significant one-time purchases. The document must comply with Indonesian legal requirements, including the Civil Code (KUHPerdata), Commercial Code (KUHD), and various trade regulations. When involving Indonesian parties, the agreement must be drafted in Indonesian or bilingually as per Law No. 24 of 2009. The agreement typically includes detailed provisions on product specifications, pricing, delivery terms, warranties, and dispute resolution mechanisms, making it suitable for both domestic and international trade relationships while providing legal certainty for all parties involved.

Suggested Sections

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

2. Background: Context of the sale and brief description of the parties' business relationship

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

4. Sale and Purchase: Core agreement for the sale and purchase of goods, including description of goods

5. Price and Payment: Purchase price, payment terms, method of payment, and invoicing requirements

6. Delivery and Transfer of Title: Delivery terms, timeline, location, and point of transfer of ownership

7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria

8. Warranties and Representations: Warranties regarding the goods and general representations of the parties

9. Term and Termination: Duration of agreement and circumstances for termination

10. Force Majeure: Events excusing performance and procedures during force majeure

11. Governing Law: Specification of Indonesian law as governing law

12. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue

13. General Provisions: Standard legal provisions including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Required when the goods involve patents, trademarks, or other IP rights

2. Confidentiality: Added when sensitive information will be exchanged during the business relationship

3. Insurance: Included when specific insurance requirements need to be maintained by either party

4. Export/Import Compliance: Required for international sales involving customs and trade regulations

5. Return Policy: Necessary for agreements where product returns are contemplated

6. After-Sales Service: Include when maintenance or support services are part of the sale

7. Exclusivity: Added when either party is granted exclusive rights

8. Compliance with Laws: Detailed section needed for regulated industries or products

Suggested Schedules

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

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms

3. Schedule 3 - Delivery Schedule: Specific delivery dates, locations, and quantities

4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures

6. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement

7. Appendix B - Technical Documentation: Product manuals, technical drawings, or other supporting documentation

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Retail

Wholesale Trade

Consumer Goods

Technology

Agriculture

Mining

Automotive

Electronics

Textiles

Food and Beverage

Pharmaceuticals

Construction Materials

Industrial Equipment

Chemical Products

Relevant Teams

Legal

Sales

Procurement

Commercial

Operations

Compliance

Supply Chain

Business Development

Finance

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Sales Manager

Procurement Manager

Contract Administrator

Business Development Manager

Supply Chain Manager

Chief Commercial Officer

Operations Director

Compliance Officer

Account Executive

Purchase Manager

General Manager

Chief Legal Officer

Trade Compliance Manager

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Authors

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