The Customer Supplier Agreement is a fundamental commercial document used to establish and regulate the relationship between suppliers and customers in Indonesia. This agreement is essential when businesses engage in ongoing supply relationships for goods or services, whether domestic or international. It must comply with Indonesian law, particularly the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 8 of 1999 on Consumer Protection. The document typically includes comprehensive terms covering supply arrangements, quality standards, pricing, delivery, warranties, and dispute resolution. For international suppliers, it needs to address specific Indonesian requirements such as language provisions and local currency regulations. This agreement is particularly important for businesses establishing long-term supply relationships and needs to be structured to accommodate both simple and complex supply arrangements while ensuring regulatory compliance.
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1. Parties: Identification of the supplier and customer, including registration details and addresses
2. Background: Context of the agreement and relationship between parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of products/services to be supplied
5. Ordering Process: Procedures for placing and accepting orders
6. Delivery Terms: Delivery timeframes, locations, and responsibilities
7. Price and Payment: Pricing structure, payment terms, and invoicing procedures
8. Quality Requirements: Quality standards, specifications, and acceptance criteria
9. Warranties: Supplier warranties regarding products/services
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Term and Termination: Duration of agreement and termination rights
12. Confidentiality: Protection of confidential information
13. Force Majeure: Provisions for unforeseen circumstances
14. Dispute Resolution: Procedures for resolving disputes
15. Governing Law: Application of Indonesian law and jurisdiction
1. Intellectual Property Rights: Required when supply involves IP transfer or licensing
2. Insurance: Include when specific insurance requirements are needed
3. Compliance with Laws: Detailed section needed for regulated industries
4. Data Protection: Required when personal data processing is involved
5. Performance Metrics: Include when specific KPIs or service levels apply
6. Change Control: Needed for long-term or complex supply arrangements
7. Business Continuity: Important for critical supply relationships
8. Anti-Bribery and Corruption: Required for international trade or high-value contracts
9. Environmental Compliance: Include for environmentally sensitive supplies
1. Schedule 1 - Products/Services Specification: Detailed technical specifications of products/services
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or special rates
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Key Contacts: List of key personnel and communication protocols
5. Schedule 5 - Delivery Locations: List of approved delivery points and specific requirements
6. Schedule 6 - Quality Standards: Detailed quality requirements and testing procedures
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Acceptance Test Procedures: Procedures for accepting deliverables
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