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Whole Sale Contract

Whole Sale Contract Template for Indonesia

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Key Requirements PROMPT example:

Whole Sale Contract

"I need a Wholesale Contract for my electronics manufacturing company to supply components to distributors in Indonesia, with minimum order quantities and quarterly delivery schedules starting from March 2025."

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Document background
The Wholesale Contract serves as a fundamental legal instrument for establishing and governing bulk trading relationships in Indonesia. This document is essential when parties wish to engage in regular, large-scale commercial transactions involving goods or products. The agreement must comply with Indonesian law, particularly the Trade Law (Law No. 7 of 2014) and the Indonesian Civil Code (KUHPerdata), while addressing specific commercial requirements such as minimum purchase quantities, delivery schedules, and quality standards. The Wholesale Contract is particularly crucial for businesses engaged in distribution, manufacturing, or large-scale retail operations, providing a structured framework for ongoing commercial relationships while ensuring compliance with local regulatory requirements and business practices.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registration numbers and addresses

2. Background: Context of the agreement and business relationship between the parties

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

4. Scope of Agreement: Details of the wholesale arrangement, including products/services covered

5. Order and Delivery: Procedures for placing orders, delivery terms, and timeframes

6. Price and Payment: Pricing structure, payment terms, and invoicing procedures

7. Quality Standards: Product quality requirements and compliance with Indonesian standards

8. Term and Termination: Duration of the agreement and termination provisions

9. Warranties and Representations: Standard warranties regarding product quality and business operations

10. Liability and Indemnification: Allocation of risks and responsibilities between parties

11. Confidentiality: Protection of confidential information and trade secrets

12. Force Majeure: Provisions for unforeseen circumstances affecting contract performance

13. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and venue

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Minimum Purchase Requirements: Used when establishing minimum order quantities or values

2. Exclusivity: Include when parties agree to exclusive trading arrangements

3. Territory Restrictions: When distribution is limited to specific geographic areas

4. Marketing and Promotion: Include if parties have specific marketing obligations

5. Insurance Requirements: Used when specific insurance coverage is required

6. Intellectual Property: Include when dealing with branded products or licensed materials

7. Data Protection: When personal or sensitive data processing is involved

8. Import/Export Compliance: For international trade aspects

9. Product Return Policy: When specific return procedures are needed

10. Change Control: For contracts requiring formal change management procedures

Suggested Schedules

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

2. Service Level Agreement: Specific performance metrics and standards

3. Delivery Schedule: Detailed delivery terms, locations, and timeframes

4. Quality Control Procedures: Detailed quality assurance and testing procedures

5. Price List: Detailed pricing structure, discounts, and special rates

6. Key Performance Indicators: Metrics for measuring performance under the contract

7. Contact Details: List of key personnel and contact information

8. Technical Specifications: Detailed technical requirements for products

9. Compliance Requirements: Specific regulatory and compliance obligations

10. Territory Map: If geographical restrictions apply to the agreement

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Business Day
Confidential Information
Delivery Date
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Goods
Initial Term
Intellectual Property Rights
Invoice
Minimum Order Quantity
Order
Order Confirmation
Payment Terms
Price
Product Specifications
Purchase Order
Quality Standards
Renewal Term
Representatives
Safety Stock
Schedules
Service Level Requirements
Specifications
Storage Requirements
Supplier
Term
Territory
Trade Documentation
Trading License
Unit Price
Warehouse
Warranty Period
Wholesale Price
Working Hours
Clauses
Appointment and Scope
Term and Renewal
Ordering Process
Delivery Terms
Pricing and Payment
Minimum Purchase Requirements
Quality Standards
Product Specifications
Warranties
Title and Risk
Storage Requirements
Packaging and Labeling
Insurance
Confidentiality
Intellectual Property
Representations and Warranties
Compliance with Laws
Record Keeping
Audit Rights
Force Majeure
Termination
Consequences of Termination
Liability and Indemnification
Assignment and Subcontracting
Notice Requirements
Dispute Resolution
Governing Law
Amendment
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Data Protection
Export Control
Competition Law Compliance
Change Control
Exclusivity
Territory Restrictions
Product Returns
Performance Standards
Business Continuity
Relevant Industries

Consumer Goods

Electronics

Textiles and Apparel

Food and Beverage

Agricultural Products

Industrial Equipment

Automotive Parts

Construction Materials

Pharmaceuticals

Chemical Products

Home and Garden

Sports and Leisure

Office Supplies

Beauty and Personal Care

Industrial Raw Materials

Relevant Teams

Legal

Procurement

Sales

Supply Chain

Operations

Finance

Compliance

Commercial

Business Development

Risk Management

Logistics

Quality Assurance

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Supply Chain Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Trade Compliance Officer

Chief Commercial Officer

Purchasing Director

Logistics Manager

Risk Manager

Finance Director

Regional Sales Manager

Industries
Indonesian Civil Code (KUHPerdata): Provides the fundamental principles of contract law, including formation, validity, performance, and termination of contracts
Law No. 7 of 2014 on Trade: Regulates trading activities in Indonesia, including domestic and international trade, licensing requirements, and standards for commercial transactions
Law No. 8 of 1999 on Consumer Protection: While primarily focused on consumer protection, it may have implications for wholesale relationships, especially regarding product quality and safety standards
Law No. 3 of 1982 on Mandatory Company Registration: Regulates business registration requirements and maintaining proper business licenses for trading activities
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Ensures fair competition and prevents monopolistic practices in business relationships, including wholesale arrangements
Law No. 25 of 2007 on Capital Investment: Governs investment activities and business operations in Indonesia, including foreign investment aspects
Government Regulation No. 29 of 2021 on Trade Business: Provides specific requirements and guidelines for trading businesses, including wholesale operations
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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