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Advance Purchase Agreement for Indonesia

Advance Purchase Agreement Template for Indonesia

This document is a comprehensive Advance Purchase Agreement governed by Indonesian law, designed to facilitate transactions where payment is made in advance of goods or services delivery. It incorporates key provisions required under Indonesian civil law and commercial regulations, including specific requirements for advance payment protection, delivery terms, and dispute resolution mechanisms. The agreement ensures compliance with Indonesian consumer protection laws and relevant sector-specific regulations while providing a balanced framework for both buyer and seller in managing advance payment risks and delivery obligations.

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What is a Advance Purchase Agreement?

The Advance Purchase Agreement is a crucial commercial document used in Indonesian business transactions where advance payments are required before the delivery of goods or services. This agreement type is particularly relevant in scenarios involving manufacturing lead times, custom-made products, or large-scale procurement where suppliers require upfront funding. The document addresses key aspects required under Indonesian law, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Trade Law (Undang-Undang Perdagangan), while incorporating necessary protections for advance payments through bank guarantees or other security instruments. It is commonly used in both domestic and international trade contexts, requiring careful consideration of Indonesian regulatory requirements, payment security mechanisms, and dispute resolution procedures.

What sections should be included in a Advance Purchase Agreement?

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

2. Background: Context of the agreement, relationship between parties, and general purpose of the advance purchase arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and specific terminology related to the advance purchase arrangement

4. Scope of Supply: Detailed description of goods/services to be supplied under the agreement

5. Advance Payment Terms: Details of the advance payment amount, payment schedule, and payment mechanics

6. Delivery Terms: Specifications for delivery timing, location, and conditions

7. Price and Payment Structure: Complete pricing details, payment schedule, and payment methods

8. Security and Guarantees: Requirements for advance payment guarantees, performance bonds, or other security instruments

9. Quality Requirements: Quality standards, specifications, and acceptance criteria

10. Title and Risk: Transfer of ownership and risk allocation between parties

11. Warranties and Representations: Standard warranties regarding capacity, authority, and product quality

12. Termination: Grounds for termination and consequences of early termination

13. Force Majeure: Events constituting force majeure and their consequences

14. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms

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

What sections are optional to include in a Advance Purchase Agreement?

1. Intellectual Property Rights: Required when the goods involve intellectual property or technology transfer

2. Confidentiality: Needed when sensitive information will be exchanged during the contract period

3. Insurance: Required for high-value goods or when specific risks need to be insured

4. Export/Import Requirements: Necessary for international transactions or goods requiring special permits

5. Local Content Requirements: Required when dealing with regulated industries or government contracts in Indonesia

6. Bank Guarantee Provisions: Needed when specific banking instruments are required for security

7. Step-In Rights: Required for complex projects where buyer may need to take over certain aspects

8. Anti-Corruption Compliance: Required for international transactions or high-value contracts

9. Environmental Compliance: Necessary when dealing with goods or services with environmental impact

What schedules should be included in a Advance Purchase Agreement?

1. Technical Specifications: Detailed technical requirements and specifications of goods/services

2. Payment Schedule: Detailed breakdown of payment milestones and amounts

3. Delivery Schedule: Detailed timeline for deliveries and milestones

4. Form of Advance Payment Guarantee: Template for the required advance payment guarantee

5. Quality Control Procedures: Detailed procedures for quality inspection and acceptance

6. Performance Specifications: Performance requirements and testing procedures

7. Key Personnel: List of key personnel from both parties responsible for contract implementation

8. Required Permits and Licenses: List of regulatory approvals needed for contract performance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use

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