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A Sales Contract is a legally binding agreement between a buyer and seller that outlines the terms of a product or service sale. In Indonesia, these contracts are governed by the Civil Code (KUHPerdata) and must clearly state the price, quantity, delivery terms, and payment conditions to be enforceable.

Good Sales Contracts protect both parties by detailing product specifications, warranties, and dispute resolution methods. Indonesian law requires these agreements to be made in good faith (itikad baik) and typically includes force majeure clauses to address unforeseen circumstances. For international trades, contracts often need to comply with both local regulations and international commercial terms (Incoterms).

Use a Sales Contract whenever you're making significant business purchases or sales in Indonesia, especially for transactions above Rp 50 million. This formal agreement becomes essential when dealing with high-value goods, complex delivery arrangements, or international trade partners where clear terms protect both parties.

Having a Sales Contract is particularly important for regulated industries like manufacturing, mining, and export businesses. Indonesian law requires documented terms for recurring business relationships, custom-made products, or when specific quality standards must be met. It's crucial when payment terms extend beyond immediate cash transactions or when goods require special handling or installation.

• Independent Sales Rep Agreement: Governs relationships with external sales agents, defining commission structures and territory rights
• Salesman Contract Of Employment: Details terms for internal sales staff, including KPIs and compensation packages
• Lease To Purchase Contract: Combines rental and purchase terms, common in property and equipment transactions
• Agreement For Sale And Sale Deed: Used for real estate transactions, covering both initial agreement and final transfer
• Sales Commission Letter To Employees: Outlines commission structures and payment terms for sales teams

• Business Owners: Small to large enterprise owners use Sales Contracts to formalize transactions and protect their interests in routine trading activities
• Corporate Legal Teams: Draft and review contracts to ensure compliance with Indonesian commercial laws and company policies
• Sales Managers: Negotiate terms, set pricing structures, and coordinate contract execution with customers
• Purchasing Departments: Review and manage contracts from the buyer's perspective, ensuring favorable terms and delivery conditions
• External Legal Counsel: Provide specialized advice for complex transactions, particularly in international trade deals
• Finance Teams: Monitor payment terms, enforce collection rights, and maintain contract-related financial records

• Party Details: Gather complete legal names, addresses, and registration numbers of all involved businesses
• Product Specifics: Document exact quantities, specifications, quality standards, and packaging requirements
• Payment Terms: Define price, currency, payment method, and schedule, including any advance payments
• Delivery Details: Specify timeline, location, shipping terms, and responsibility for transportation costs
• Legal Requirements: Check Indonesian Civil Code compliance and include mandatory clauses for your industry
• Risk Management: Add warranty terms, dispute resolution procedures, and force majeure provisions
• Document Generation: Use our platform to create a legally-sound contract that includes all required elements

• Party Identification: Full legal names, addresses, and business registration numbers of buyer and seller
• Object of Sale: Clear description of goods or services, including quantity, quality, and specifications
• Price Agreement: Fixed amount in specified currency, payment terms, and method of payment
• Delivery Terms: Timeline, location, and conditions for transfer of goods
• Rights and Obligations: Detailed responsibilities of each party under Indonesian Civil Code
• Default Provisions: Consequences of breach and dispute resolution procedures
• Force Majeure: Conditions for contract suspension due to unforeseen circumstances
• Governing Law: Clear statement of Indonesian law application and jurisdiction

A Sales Contract differs significantly from a Contract to Sell in Indonesian business law. While both deal with property transfer, they serve distinct purposes and create different legal obligations.

• Timing of Ownership: Sales Contracts transfer ownership immediately upon signing, while Contract to Sell postpones transfer until specific conditions are met, usually full payment
• Legal Effect: Sales Contracts create immediate mutual obligations, but Contract to Sell establishes future commitments dependent on fulfilled conditions
• Risk Transfer: Under Sales Contracts, risk passes to the buyer upon signing; with Contract to Sell, the seller retains risk until conditions are met
• Remedies Available: Sales Contract breaches allow direct legal action, while Contract to Sell violations typically result in cancellation of future obligations
• Payment Terms: Sales Contracts often allow flexible payment arrangements, but Contract to Sell usually requires structured installment payments