Wholesale Agreement Contract Template for Indonesia

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Key Requirements PROMPT example:

Wholesale Agreement Contract

"I need a Wholesale Agreement Contract for my electronics manufacturing company to appoint an exclusive distributor in Jakarta, Indonesia, with specific provisions for minimum purchase quantities and local storage requirements, to commence from March 2025."

Document background
The Wholesale Agreement Contract is a fundamental commercial document used in Indonesian business operations to establish and govern the relationship between suppliers and wholesale distributors. This agreement is essential when parties wish to engage in bulk trading activities and requires careful consideration of Indonesian trade laws, particularly Law No. 7 of 2014 and Government Regulation No. 29 of 2021. The document is typically used when establishing new distribution channels, entering new markets, or formalizing existing trading relationships. It covers critical aspects such as minimum order quantities, pricing structures, delivery terms, quality standards, and compliance with local content requirements. The agreement must align with Indonesian regulatory requirements while protecting both parties' commercial interests and establishing clear operational procedures.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names, registration numbers, and addresses

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

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

4. Appointment and Scope: Terms of appointment and scope of wholesale arrangement

5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities

6. Delivery Terms: Delivery timeframes, logistics arrangements, and transfer of risk

7. Pricing and Payment: Price determination, payment terms, invoicing, and any volume discounts

8. Quality Standards: Product quality requirements, inspection rights, and rejection procedures

9. Warranties and Representations: Standard warranties regarding products and business operations

10. Compliance: Compliance with Indonesian laws, particularly trade regulations and licenses

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

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

13. Force Majeure: Events excusing performance and related procedures

14. Confidentiality: Protection of confidential information and trade secrets

15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

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

Optional Sections

1. Exclusivity: Terms of exclusive dealing arrangements, if applicable

2. Marketing and Promotion: Requirements for marketing and promoting products, if parties share these responsibilities

3. Storage and Handling: Special requirements for product storage and handling, particularly for sensitive goods

4. Insurance: Specific insurance requirements beyond standard coverage

5. Intellectual Property: IP rights and usage terms, if relevant to the products

6. Training and Support: Terms for product training and technical support, if provided

7. Performance Targets: Minimum performance requirements and consequences of non-achievement

8. Territory Restrictions: Geographic limitations on sales activities

9. Product Returns: Procedures for handling returns and defective products

10. Data Protection: Specific data protection requirements if personal data is processed

Suggested Schedules

1. Schedule 1 - Product List: Detailed list of products covered by the agreement with specifications

2. Schedule 2 - Price List: Comprehensive pricing information including any volume discounts

3. Schedule 3 - Service Levels: Detailed service level requirements and metrics

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

5. Schedule 5 - Delivery Requirements: Specific delivery terms, timeframes, and logistics requirements

6. Schedule 6 - Contact Details: Key contact information for both parties

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - Required Licenses: Copies of relevant trading licenses and permits

9. Appendix C - Technical Specifications: Detailed technical requirements for products

10. Appendix D - Compliance Checklist: Checklist of regulatory compliance requirements

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

Consumer Goods

Electronics

Food and Beverage

Textiles and Apparel

Automotive Parts

Construction Materials

Pharmaceuticals

Industrial Equipment

Agricultural Products

Chemical Products

Home and Garden Products

Relevant Teams

Legal

Commercial

Procurement

Sales

Supply Chain

Operations

Compliance

Business Development

Finance

Logistics

Quality Assurance

Risk Management

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Supply Chain Manager

Business Development Manager

Operations Manager

Contract Administrator

Compliance Officer

Trading Manager

Distribution Manager

Regional Sales Manager

Category Manager

Logistics Manager

Industries
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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