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The Buy and Sale Agreement is a fundamental commercial document used in Indonesian business transactions to formalize the transfer of goods, assets, or property between parties. This document type is essential when parties wish to create a legally binding record of their sales transaction, ensuring compliance with Indonesian law, particularly the Civil Code (KUHPerdata) and Law No. 7 of 2014 on Trade. It's commonly used for both domestic and international trade transactions, requiring specific provisions for currency regulations, language requirements, and local business practices. The agreement should be comprehensive enough to cover all aspects of the sale, from product specifications to delivery terms, while remaining compliant with Indonesian legal requirements for contract formation and enforcement. This document is particularly important for transactions involving significant value, complex delivery arrangements, or when parties need clear documentation of warranties and post-sale obligations.

1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers for companies or ID numbers for individuals

2. Background: Outlines the context of the transaction and the parties' intention to enter into a sale and purchase arrangement

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Subject Matter of Sale: Detailed description of the goods or property being sold, including specifications, quantity, and condition

5. Purchase Price: Specifies the agreed price, currency, and payment terms including any deposits or installments

6. Payment Terms: Details the method, timing, and conditions of payment, including bank account details and payment verification processes

7. Delivery Terms: Specifies delivery method, timing, location, and responsibility for shipping costs and risks

8. Title and Risk: Defines when ownership and risk transfer from seller to buyer

9. Warranties and Representations: Lists warranties provided by both parties, especially regarding the condition and ownership of goods

10. Inspection and Acceptance: Outlines the buyer's right to inspect goods and the process for accepting or rejecting delivery

11. Default and Remedies: Describes what constitutes default and the remedies available to each party

12. Force Majeure: Defines circumstances beyond parties' control that may affect contract performance

13. Governing Law: Specifies Indonesian law as governing law and jurisdiction for disputes

14. Dispute Resolution: Details the process for resolving disputes, including mediation and litigation procedures

15. Notices: Specifies how formal communications between parties should be made and delivered

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments