The Business Sales Agreement Form is a vital commercial document used in Indonesia to formalize business-to-business sales arrangements. It serves as a legally binding contract that protects the interests of both the seller and buyer while ensuring compliance with Indonesian law, particularly the Indonesian Civil Code and relevant commercial regulations. This document is essential when businesses engage in regular trading relationships, substantial one-time transactions, or ongoing supply arrangements. It includes comprehensive provisions covering product specifications, pricing, delivery terms, warranties, and dispute resolution mechanisms. The agreement is structured to accommodate various business sectors and can be customized based on specific industry requirements while maintaining compliance with Indonesian legal frameworks. It's particularly important for both domestic and international trade relationships where one or more parties are operating under Indonesian jurisdiction.
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1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered 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 Sale: Detailed description of products/services being sold, including specifications and quantities
5. Price and Payment Terms: Purchase price, payment schedule, method of payment, and currency specifications
6. Delivery Terms: Delivery schedule, method, location, and transfer of risk provisions
7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
8. Warranties and Representations: Warranties regarding products/services and standard business representations
9. Term and Termination: Duration of agreement and circumstances for termination
10. Confidentiality: Protection of confidential information exchanged during the business relationship
11. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions
12. Force Majeure: Circumstances excusing performance and related procedures
13. Notices: Method and addresses for formal communications between parties
14. General Provisions: Standard boilerplate clauses including assignment, waiver, and severability
15. Execution: Signature blocks and execution requirements
1. Intellectual Property Rights: Include when the sale involves software, branded products, or licensed content
2. Export/Import Compliance: Required for international sales or products subject to trade restrictions
3. Insurance Requirements: Include when specific insurance coverage is required for high-value or high-risk sales
4. Environmental Compliance: Necessary for sales of products with environmental implications or regulations
5. Training and Support: Include when the sale includes ongoing technical support or training services
6. Performance Guarantees: Add for sales requiring specific performance metrics or service levels
7. Return and Refund Policy: Include for retail or consumer-facing sales agreements
8. Exclusivity Provisions: Add when parties agree to exclusive dealing arrangements
1. Schedule A - Product Specifications: Detailed technical specifications of products being sold
2. Schedule B - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing terms
3. Schedule C - Delivery Schedule: Detailed delivery timelines and logistics requirements
4. Schedule D - Quality Standards: Specific quality requirements and testing procedures
5. Schedule E - Service Level Agreement: Performance metrics and service standards if applicable
6. Appendix 1 - Required Certifications: Copies of relevant business licenses and product certifications
7. Appendix 2 - Form of Purchase Order: Standard form for placing orders under the agreement
8. Appendix 3 - Warranty Certificate: Standard warranty terms and conditions
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