Wholesale Contract Template for Indonesia

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Key Requirements PROMPT example:

Wholesale Contract

"I need a Wholesale Contract for my Jakarta-based electronics distribution business, establishing an exclusive relationship with a Singapore manufacturer to distribute their products throughout Indonesia, with operations starting March 2025."

Document background
The Wholesale Contract serves as a fundamental legal instrument for structuring bulk trading relationships in Indonesia's dynamic commercial sector. This document is essential when establishing ongoing business relationships between suppliers and bulk purchasers, typically used in situations involving regular large-volume transactions. The agreement must comply with Indonesian commercial law, particularly the Civil Code and Law No. 7 of 2014 on Trade, while addressing practical aspects of modern wholesale operations. It includes comprehensive terms covering ordering processes, pricing mechanisms, quality control, delivery arrangements, and risk allocation. The document is particularly relevant in today's evolving business landscape where traditional wholesale practices are increasingly integrating with digital commerce platforms.
Suggested Sections

1. Parties: Identification of the wholesaler and buyer, including registration details and authorized representatives

2. Background: Context of the wholesale arrangement and general business relationship

3. Definitions and Interpretation: Key terms used in the agreement and rules for interpreting the contract

4. Scope of Agreement: Details of products/services covered and nature of wholesale relationship

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

6. Pricing and Payment Terms: Wholesale prices, payment methods, credit terms, and invoicing procedures

7. Delivery and Logistics: Terms for delivery, shipping, packaging, and transfer of risk

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

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

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

11. Confidentiality: Protection of business information and trade secrets

12. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms

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

Optional Sections

1. Exclusive Territory Rights: Used when granting exclusive distribution rights in specific geographic areas

2. Marketing and Branding: Include when parties need to coordinate on marketing activities or brand usage

3. Digital Platform Integration: Required for wholesale agreements involving e-commerce or digital ordering systems

4. Storage and Warehousing: Needed when specific storage requirements or vendor-managed inventory is involved

5. Insurance Requirements: Include when specific insurance coverage needs to be maintained by either party

6. Compliance with Anti-Corruption Laws: Required for high-value contracts or government-related trading

7. Force Majeure: Optional but recommended for long-term wholesale relationships

8. Return and Recall Procedures: Important for perishable goods or regulated products

Suggested Schedules

1. Schedule 1 - Product List and Pricing: Detailed list of products with wholesale prices and minimum order quantities

2. Schedule 2 - Technical Specifications: Detailed product specifications and quality standards

3. Schedule 3 - Service Level Agreement: Performance metrics for order fulfillment and delivery

4. Schedule 4 - Territory Map: If applicable, map and description of exclusive territory

5. Schedule 5 - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns

6. Appendix A - Required Certificates: Copies of business licenses, permits, and certifications

7. Appendix B - Insurance Certificates: Proof of required insurance coverage

8. Appendix C - Contact Details: List of key personnel and emergency contacts

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 and Consumer Goods

Manufacturing

Food and Beverage

Electronics and Technology

Textiles and Apparel

Automotive Parts

Construction Materials

Pharmaceuticals

Agricultural Products

Industrial Equipment

Chemical Products

Fast-Moving Consumer Goods (FMCG)

Relevant Teams

Legal

Procurement

Sales

Supply Chain

Operations

Finance

Compliance

Logistics

Commercial

Business Development

Relevant Roles

Commercial Director

Procurement Manager

Sales Director

Supply Chain Manager

Business Development Manager

Legal Counsel

Operations Manager

Contract Administrator

Trade Compliance Officer

Logistics Manager

Finance Director

Account Manager

Regional Sales Manager

Wholesale Operations Director

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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