The Product Sales Agreement Contract is a fundamental commercial document used to formalize the sale and purchase of products between business entities in Indonesia. This agreement is essential for businesses engaged in regular product sales transactions and requires careful consideration of Indonesian legal requirements, including the Civil Code (KUHPerdata), Consumer Protection Law, and relevant trade regulations. The document typically covers crucial aspects such as product specifications, pricing structures, delivery terms, quality standards, and warranty provisions. It's particularly important in the Indonesian context due to specific local requirements such as mandatory use of Bahasa Indonesia in commercial contracts, halal certification requirements where applicable, and local consumer protection regulations. The agreement serves as a comprehensive framework for ongoing business relationships while providing legal protection for all parties involved.
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1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Product Specifications: Detailed description of the products being sold, including quality standards and specifications
5. Pricing and Payment Terms: Product pricing, payment methods, payment schedule, and related financial terms
6. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
7. Delivery Terms: Delivery timeframes, shipping terms, and transfer of risk (using Incoterms if international)
8. Quality Assurance: Quality standards, inspection rights, and acceptance/rejection procedures
9. Warranties: Product warranties and quality guarantees as required by Indonesian law
10. Limitation of Liability: Limitations on liability and indemnification provisions
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Dispute Resolution: Confirmation of Indonesian law as governing law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Exclusive Distribution Rights: Used when granting exclusive rights to sell products in specific territories
2. Intellectual Property Rights: Include when products involve trademarks, patents, or other IP rights
3. Minimum Purchase Requirements: Used for agreements requiring minimum purchase quantities
4. Storage and Handling Requirements: Include for products requiring special storage or handling conditions
5. Insurance Requirements: Used when specific insurance coverage is required for high-value or high-risk products
6. Halal Compliance: Required for products that must meet Indonesian halal requirements
7. Export/Import Compliance: Include for international sales requiring specific trade compliance measures
8. Force Majeure: Optional detailed force majeure provisions for specific industry risks
1. Schedule 1 - Product List and Specifications: Detailed technical specifications and product codes
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements
3. Schedule 3 - Territory Definition: Definition of authorized sales territory if geographically restricted
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Service Level Requirements: Delivery timeframes and performance metrics
6. Appendix A - Order Form Template: Standard form for placing orders
7. Appendix B - Product Return Procedures: Procedures for handling product returns and complaints
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Consumer Goods
Electronics
Food and Beverage
Automotive
Textiles
Pharmaceuticals
Construction Materials
Industrial Equipment
Chemical Products
Agriculture
E-commerce
Relevant Teams
Legal
Procurement
Sales
Commercial
Supply Chain
Business Development
Operations
Quality Assurance
Compliance
Finance
Account Management
Product Management
Relevant Roles
Legal Counsel
Procurement Manager
Sales Director
Commercial Director
Supply Chain Manager
Business Development Manager
Contracts Administrator
Compliance Officer
Operations Manager
Quality Assurance Manager
Trade Compliance Manager
Chief Financial Officer
Account Manager
Product Manager
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