The Master Supplier Agreement serves as the cornerstone document for establishing and managing long-term supply relationships in Indonesia. It is designed to comply with Indonesian commercial law, including Law No. 7 of 2014 on Trade and relevant provisions of the Indonesian Civil Code. This agreement is typically used when a company expects to make multiple purchases from a supplier over time and needs a standardized framework to govern these transactions. The Master Supplier Agreement includes essential provisions for ordering, quality control, delivery, pricing, and risk allocation, while allowing flexibility through purchase orders for specific transactions. It addresses key regulatory requirements such as local content rules, currency regulations, and consumer protection standards, making it suitable for both domestic and international supply arrangements in the Indonesian market.
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1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Scope of Agreement: Overview of the supply relationship and general obligations of both parties
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Ordering Process: Procedures for placing and accepting purchase orders
7. Pricing and Payment: Price determination, payment terms, invoicing requirements, and currency provisions
8. Delivery and Acceptance: Terms for delivery, inspection, and acceptance of goods/services
9. Quality Requirements: Quality standards, specifications, and compliance requirements
10. Warranties: Supplier warranties regarding goods/services and general business operations
11. Supplier Obligations: Key responsibilities and commitments of the supplier
12. Customer Obligations: Key responsibilities and commitments of the customer
13. Compliance with Laws: Obligation to comply with applicable laws and regulations
14. Intellectual Property: IP ownership, licenses, and protection provisions
15. Confidentiality: Protection and handling of confidential information
16. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations
17. Insurance: Required insurance coverage and maintenance
18. Termination: Grounds for termination and termination procedures
19. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Business Continuity: Requirements for disaster recovery and business continuity planning, relevant for critical suppliers
2. Environmental Compliance: Specific environmental obligations and standards, important for suppliers of goods or services with environmental impact
3. Data Protection: Specific provisions for handling personal data, required when personal data processing is involved
4. Anti-Corruption: Detailed anti-corruption provisions, particularly important for high-value contracts or government-related work
5. Import/Export Controls: Provisions for international trade compliance, necessary for cross-border supply arrangements
6. Change Control: Procedures for managing changes to specifications or services, important for complex supply arrangements
7. Service Levels: Detailed service level requirements and metrics, relevant for service-based agreements
8. Subcontracting: Rules and restrictions regarding subcontracting, important when subcontracting is likely
9. Technology Transfer: Provisions regarding technology transfer and technical cooperation, relevant for technical supply relationships
10. Local Content Requirements: Provisions addressing Indonesian local content requirements, relevant for certain regulated industries
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, performance metrics, and measurement methodology
4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards
5. Schedule 5 - Delivery Requirements: Specific delivery locations, timeframes, and procedures
6. Schedule 6 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
7. Schedule 7 - Key Personnel: List of key personnel from both parties involved in managing the relationship
8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors and their scope of work
9. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement
10. Appendix B - Compliance Certificates: Required compliance certifications and documentation
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