The Retail Supplier Agreement is a fundamental commercial document used to establish and regulate the business relationship between suppliers and retailers in Indonesia. This agreement is essential when a retailer wishes to source products from a supplier for resale to consumers, ensuring compliance with Indonesian regulations including the Trade Law No. 7 of 2014 and Consumer Protection Law No. 8 of 1999. The document addresses crucial aspects such as product specifications, ordering mechanisms, delivery terms, quality control, pricing, and payment conditions. It provides legal protection for both parties by clearly defining rights, obligations, and remedies while incorporating necessary provisions for regulatory compliance, particularly in areas of consumer protection, product safety, and fair trading practices under Indonesian law.
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1. Parties: Identification of the supplier and retailer, including their legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of each party's business, and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier, including product quality, quantity, and delivery requirements
5. Ordering Process: Procedures for placing and confirming orders, lead times, and minimum order quantities
6. Pricing and Payment: Product pricing structure, payment terms, invoicing procedures, and price review mechanisms
7. Delivery and Acceptance: Delivery terms, timing, logistics arrangements, and acceptance/rejection procedures
8. Quality Standards: Product specifications, quality requirements, and compliance with Indonesian standards
9. Title and Risk: Transfer of ownership and risk in the products
10. Warranties and Representations: Standard warranties regarding products and mutual business representations
11. Term and Termination: Duration of agreement, renewal provisions, and termination rights
12. Intellectual Property: Protection and usage rights of trademarks, patents, and other IP
13. Confidentiality: Protection of confidential information and trade secrets
14. Dispute Resolution: Process for resolving disputes under Indonesian law
15. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction
1. Exclusivity: Terms regarding exclusive supply arrangements, used when supplier or retailer requires exclusive rights
2. Marketing and Promotion: Obligations regarding product marketing and promotional activities, relevant for branded products
3. Returns and Recalls: Procedures for product returns and recall situations, essential for perishable or safety-sensitive goods
4. Insurance: Specific insurance requirements beyond standard coverage
5. Performance Metrics: Key performance indicators and measurement criteria, used in more sophisticated supply relationships
6. Data Protection: Specific provisions for handling customer data, necessary if personal data is shared
7. Force Majeure: Extended force majeure provisions, particularly relevant in cross-border or complex supply chains
8. Environmental Compliance: Specific environmental obligations, relevant for products with environmental impact
9. Anti-Corruption: Detailed anti-corruption provisions, particularly important for international suppliers
1. Product Specifications: Detailed technical specifications and quality standards for each product
2. Price List: Comprehensive price list with SKUs and any volume-based discounts
3. Delivery Locations: List of approved delivery locations and specific delivery requirements
4. Service Level Agreement: Detailed performance metrics, response times, and service standards
5. Quality Control Procedures: Detailed quality control and testing procedures
6. Returns Policy: Detailed procedures for handling returns and rejected goods
7. Authorized Representatives: List of authorized personnel for ordering and acceptance
8. Brand Guidelines: Guidelines for use of trademarks and marketing materials
9. Compliance Certificates: Copies of required regulatory certificates and permits
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