The Agreement Between Customer And Supplier is a fundamental commercial document used to formalize business relationships in Indonesia's dynamic market environment. This agreement is essential when establishing ongoing supply arrangements for goods or services, whether in domestic or international trade contexts. It provides a comprehensive framework that addresses key aspects of the supply relationship, including ordering mechanisms, quality standards, delivery requirements, and payment terms. The document must comply with Indonesian law, particularly the Civil Code (KUH Perdata) and consumer protection regulations, while also accommodating industry-specific requirements and international best practices. It's particularly crucial for businesses seeking to establish clear, legally enforceable terms that protect both parties' interests while ensuring smooth operational execution of supply arrangements.
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1. Parties: Identification and details of the Customer and Supplier, 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. Scope of Supply: Detailed description of goods/services to be provided by the Supplier
5. Ordering Process: Procedures for placing and accepting orders
6. Price and Payment: Pricing structure, payment terms, invoicing requirements and payment methods
7. Delivery and Performance: Delivery terms, timelines, and performance standards
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties: Supplier warranties regarding goods/services and standard of performance
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Term and Termination: Duration of agreement and circumstances for termination
12. Confidentiality: Protection of confidential information and trade secrets
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when supply involves software, designs, or other IP-protected materials
2. Insurance: Needed for high-value or high-risk supply arrangements
3. Force Majeure: Important for long-term supply arrangements or when dealing with international supply chains
4. Compliance with Laws: Necessary for regulated industries or when specific regulatory compliance is required
5. Data Protection: Required when personal data processing is involved
6. Security Requirements: Important for supply arrangements involving access to customer facilities or systems
7. Environmental Compliance: Necessary for supplies involving environmental impacts or hazardous materials
8. Business Continuity: Important for critical supply arrangements or long-term relationships
1. Schedule 1 - Product/Service Specifications: Detailed technical specifications of goods/services
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key personnel from both parties responsible for managing the relationship
5. Schedule 5 - Delivery Locations: List of approved delivery locations and specific delivery requirements
6. Appendix A - Purchase Order Template: Standard form for placing orders under the agreement
7. Appendix B - Quality Control Procedures: Detailed quality control and testing procedures
8. Appendix C - Reporting Requirements: Templates and specifications for required reports
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