The Legal Sales Contract serves as a fundamental commercial document in Indonesian business transactions, designed to formalize the sale and purchase of goods between parties. This document is essential when conducting business in Indonesia, particularly for transactions requiring detailed documentation of terms, conditions, and obligations. The contract must comply with the Indonesian Civil Code (KUH Perdata), Law No. 8 of 1999 on Consumer Protection, and Law No. 7 of 2014 on Trade. It should be drafted in both Indonesian and English languages when involving Indonesian parties, as per Law No. 13 of 2003. The Legal Sales Contract is particularly crucial for high-value transactions, regulated products, or when specific performance guarantees are required, providing legal protection and clarity for all parties involved.
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1. Parties: Identification of seller and buyer with complete legal names, addresses, and registration numbers
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Object of Sale: Detailed description of goods/products being sold
5. Purchase Price: Price, payment terms, method of payment, and payment schedule
6. Delivery Terms: Delivery method, timing, location, and transfer of risk
7. Quality and Quantity: Specifications of quality standards and quantity requirements
8. Warranties and Representations: Seller's warranties regarding the goods and general representations of both parties
9. Rights and Obligations: Specific rights and obligations of both parties
10. Title and Risk: Transfer of ownership and risk provisions
11. Default and Remedies: Events of default and available remedies
12. Governing Law: Specification of Indonesian law as governing law
13. Dispute Resolution: Process for resolving disputes, including jurisdiction
14. Language: Dual language provisions as required by Indonesian law
15. Execution: Signature blocks and execution requirements
1. Insurance: Insurance requirements when dealing with high-value goods or specific risk factors
2. Intellectual Property: IP rights and protections when selling products with intellectual property components
3. Confidentiality: Confidentiality obligations when dealing with sensitive commercial information
4. Force Majeure: Force majeure provisions for unforeseen circumstances
5. Export/Import Requirements: Required for international sales or when dealing with regulated goods
6. Assignment: Rights of assignment when either party may need to transfer rights
7. Term and Termination: For ongoing supply arrangements or contracts with multiple deliveries
8. Compliance with Laws: Specific compliance requirements for regulated industries or products
1. Product Specifications: Detailed technical specifications of the goods
2. Price List: Detailed pricing information, especially for multiple products
3. Delivery Schedule: Detailed delivery timelines and locations
4. Quality Standards: Specific quality requirements and testing procedures
5. Required Certifications: Copies of required certifications or licenses
6. Form of Purchase Order: Standard form for ordering goods under the agreement
7. Warranty Certificate: Detailed warranty terms and conditions
8. Insurance Requirements: Specific insurance coverage requirements and certificates
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