The Simple Consignment Agreement serves as a fundamental legal instrument in Indonesian commercial practice, particularly useful for businesses looking to expand their distribution network without direct investment in retail operations. This document, governed by Indonesian law including the Civil Code (KUHPerdata) and Commercial Code (KUHD), is commonly used when a product owner wants to place their goods with a retailer or distributor while maintaining ownership until final sale. The agreement comprehensively covers operational aspects such as delivery procedures, storage requirements, commission structures, and reporting obligations, while ensuring compliance with Indonesian regulatory requirements. It's particularly valuable for businesses entering the Indonesian market or local companies seeking to optimize their distribution channels through consignment arrangements.
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1. Parties: Identifies and provides full details of the Consignor and Consignee, including their legal names, registration numbers, and addresses
2. Background: Outlines the context of the agreement, including the Consignor's ownership of goods and desire to appoint the Consignee to sell them on a consignment basis
3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation
4. Appointment and Scope: Establishes the consignment relationship and defines its scope, including territory and products covered
5. Delivery and Storage of Goods: Details the process for delivery, acceptance, and storage of consigned goods
6. Pricing and Commission: Specifies the pricing mechanism for consigned goods and the Consignee's commission structure
7. Payment Terms: Outlines the payment procedures, timing, and method of settlement between parties
8. Title and Risk: Clarifies that title remains with Consignor until sale, and addresses risk allocation
9. Responsibilities of Parties: Details the specific obligations of both Consignor and Consignee
10. Reporting and Records: Specifies requirements for inventory tracking, sales reporting, and record-keeping
11. Term and Termination: States the duration of the agreement and conditions for termination
12. General Provisions: Contains standard legal provisions including governing law, notices, and entire agreement
1. Insurance: Details insurance requirements for consigned goods - include when high-value goods are involved
2. Marketing and Display: Specifies requirements for product display and marketing - include for retail consignment
3. Returns and Damaged Goods: Procedures for handling returns and damaged goods - important for consumer goods
4. Exclusivity: Establishes exclusive rights or territories - include when exclusive arrangements are agreed
5. Intellectual Property: Addresses use of trademarks and other IP - include when branded goods are involved
6. Confidentiality: Detailed confidentiality provisions - include when sensitive commercial information is shared
7. Force Majeure: Addresses unforeseen circumstances - include when long-term or high-value relationship
8. Dispute Resolution: Specific dispute resolution procedures - include for international or high-value agreements
1. Schedule A - Product List: Detailed list of consigned products including descriptions, SKUs, and wholesale/retail prices
2. Schedule B - Commission Structure: Detailed breakdown of commission rates, including any variations based on product categories or sales volumes
3. Schedule C - Operating Procedures: Detailed procedures for ordering, delivery, storage, and handling of consigned goods
4. Schedule D - Reporting Templates: Standard forms for inventory reports, sales reports, and other required documentation
5. Appendix 1 - Storage Location Details: Specifications of approved storage locations and facilities
6. Appendix 2 - Authorized Representatives: List of authorized representatives from both parties who can act under the agreement
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