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Conditional Sale And Purchase Agreement for Indonesia

Conditional Sale And Purchase Agreement Template for Indonesia

This document is a comprehensive legal agreement governed by Indonesian law that establishes the terms and conditions for a conditional sale and purchase transaction. It outlines the specific conditions that must be fulfilled before the sale becomes final, including payment terms, delivery requirements, and any regulatory approvals. The agreement incorporates provisions from the Indonesian Civil Code (KUHPerdata) and relevant commercial regulations, ensuring compliance with local legal requirements while protecting both parties' interests throughout the conditional sale period.

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Conditional Sale And Purchase Agreement

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What is a Conditional Sale And Purchase Agreement?

The Conditional Sale And Purchase Agreement is a vital legal instrument in Indonesian commercial transactions where the completion of a sale is subject to specific conditions being met. This document is particularly relevant when parties need to establish clear terms for a sale that cannot or should not be completed immediately, such as when regulatory approvals are pending, payment is to be made in installments, or certain conditions must be verified. The agreement must comply with Indonesian Civil Code requirements and relevant commercial regulations, making it suitable for both movable and immovable property transactions. It includes detailed provisions for payment terms, condition fulfillment verification, delivery procedures, and risk allocation during the conditional period. This type of agreement is commonly used in various sectors from real estate to manufacturing, providing a structured framework for complex transactions while protecting both parties' interests until all conditions are satisfied.

What sections should be included in a Conditional Sale And Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser, including their legal status and authority to enter into the agreement

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Object of Sale: Detailed description of the goods or property being sold

5. Purchase Price: The agreed price and payment structure

6. Payment Terms: Details of payment schedule, method, and conditions

7. Conditions Precedent: Specific conditions that must be fulfilled before the sale becomes final

8. Delivery and Transfer: Terms and process for delivery of goods/property and transfer of ownership

9. Representations and Warranties: Statements and guarantees made by both parties regarding their capacity and the object of sale

10. Rights and Obligations: Detailed responsibilities of both parties during the conditional period and after completion

11. Default and Remedies: Consequences of breach and available remedies

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law: Confirmation of Indonesian law as governing law

14. Dispute Resolution: Process for resolving disputes between parties

15. Notices: Method and addresses for formal communications between parties

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

What sections are optional to include in a Conditional Sale And Purchase Agreement?

1. Insurance: Required when the object of sale needs specific insurance coverage during the conditional period

2. Security Arrangements: Used when additional security or collateral is required for the transaction

3. Third Party Rights: Necessary when there are existing third party interests or rights that need to be addressed

4. Regulatory Compliance: Required when the transaction is subject to specific regulatory requirements or approvals

5. Tax Provisions: Included when there are specific tax implications that need to be addressed

6. Force Majeure: Optional clause for circumstances beyond parties' control affecting performance

7. Confidentiality: Required when sensitive information will be exchanged during the transaction

8. Assignment: Included when transfer of rights under the agreement needs to be addressed

What schedules should be included in a Conditional Sale And Purchase Agreement?

1. Schedule 1 - Object Description: Detailed technical specifications or description of the sale object

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment instalments and dates

3. Schedule 3 - Condition Verification Process: Process and requirements for verifying fulfillment of conditions

4. Schedule 4 - Required Documents: List of documents required for completion of the sale

5. Schedule 5 - Delivery Protocol: Detailed procedures for delivery and acceptance

6. Appendix A - Form of Notice: Standard forms for various notices under the agreement

7. Appendix B - Completion Checklist: Checklist of requirements for completing the sale

8. Appendix C - Required Permits: List of permits and approvals required (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions



































Clauses




































Relevant Industries

Real Estate

Manufacturing

Automotive

Construction

Agriculture

Mining

Retail

Technology

Industrial Equipment

Consumer Goods

Relevant Teams

Legal

Procurement

Sales

Finance

Risk Management

Compliance

Operations

Business Development

Corporate Affairs

Commercial

Relevant Roles

Legal Counsel

Contract Manager

Commercial Director

Procurement Manager

Sales Director

Business Development Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Operations Manager

Project Manager

General Manager

Corporate Secretary

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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