Terms Of Sale Agreement Template for Indonesia

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Key Requirements PROMPT example:

Terms Of Sale Agreement

"I need a Terms of Sale Agreement for my Indonesian e-commerce business launching in March 2025, selling electronics to consumers across Southeast Asia, with specific provisions for online payments, digital contracts, and cross-border shipping requirements."

Document background

A Terms of Sale Agreement is a fundamental commercial document used to establish clear guidelines and legally binding conditions for the sale of goods or services in Indonesia. This document is essential for businesses operating in the Indonesian market, whether in traditional retail, manufacturing, or e-commerce sectors. It must comply with multiple Indonesian regulations, including the Civil Code, Consumer Protection Law (Law No. 8 of 1999), and Trade Law (Law No. 7 of 2014). The agreement typically covers crucial aspects such as product specifications, pricing structures, payment terms, delivery conditions, warranty provisions, and dispute resolution procedures. For online transactions, it incorporates requirements from Law No. 19 of 2016 on Electronic Information and Transactions. This document serves as a critical tool for risk management and establishing clear commercial relationships in the Indonesian business environment.

Suggested Sections

1. Parties: Identification of the seller and buyer, including complete legal names, addresses, and registration numbers where applicable

2. Background: Context of the agreement and general purpose of the trading relationship

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

4. Scope of Agreement: Overview of products/services covered by the terms of sale

5. Ordering Process: Procedures for placing and accepting orders

6. Prices and Payment Terms: Pricing structure, payment methods, currency, and payment timelines

7. Delivery Terms: Shipping arrangements, delivery timeframes, and transfer of risk

8. Product Quality and Warranty: Quality standards, warranty terms, and product specifications

9. Returns and Refunds: Policies and procedures for returns, refunds, and replacements

10. Rights and Obligations: Detailed responsibilities of both parties

11. Term and Termination: Duration of agreement and conditions for termination

12. Governing Law and Dispute Resolution: Applicable law and procedures for resolving disputes

13. Force Majeure: Circumstances excusing performance of obligations

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

15. Execution: Signature blocks and execution requirements

Optional Sections

1. E-commerce Provisions: Required when sales are conducted online, addressing electronic transactions and digital signatures

2. International Trade Terms: Include when transactions involve cross-border sales, incorporating Incoterms and export/import requirements

3. Intellectual Property: Needed when products involve trademarks, patents, or other IP rights

4. Confidentiality: Include when sensitive information will be exchanged

5. Insurance Requirements: Required for high-value goods or when specific insurance coverage is necessary

6. Data Protection: Include when personal data processing is involved in the sales process

7. Agency and Distribution: Required when the sale agreement involves third-party agents or distributors

Suggested Schedules

1. Product Schedule: Detailed list of products, specifications, and prices

2. Service Level Requirements: Specific performance metrics and service standards

3. Payment Terms Schedule: Detailed payment structures, credit terms, and financial conditions

4. Quality Standards: Specific quality requirements and testing procedures

5. Return Procedures: Detailed procedures for product returns and claims

6. Shipping Terms: Detailed delivery requirements and logistics specifications

7. Warranty Terms: Detailed warranty conditions and claim procedures

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

Retail

Manufacturing

E-commerce

Consumer Goods

Technology

Automotive

Food and Beverage

Electronics

Textiles

Construction Materials

Healthcare Products

Agricultural Products

Industrial Equipment

Wholesale Trade

Relevant Teams

Legal

Commercial

Sales

Procurement

Business Development

Compliance

Operations

E-commerce

Risk Management

Supply Chain

Customer Service

Finance

Trade Compliance

Relevant Roles

Legal Counsel

Commercial Director

Sales Manager

Procurement Manager

Business Development Manager

Contract Administrator

Compliance Officer

Operations Manager

E-commerce Manager

Risk Manager

General Manager

Chief Commercial Officer

Chief Legal Officer

Trade Compliance Specialist

Supply Chain Manager

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Authors

Alex Denne

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