A Master Vendor Agreement is essential for businesses operating in Indonesia that require a structured framework for managing ongoing supplier relationships. This document type is particularly important when a company anticipates regular or multiple transactions with the same vendor over time. The agreement establishes the foundational terms and conditions that will govern all future transactions, including ordering procedures, payment terms, performance standards, and risk allocation. Under Indonesian law, such agreements must comply with specific regulatory requirements, including the mandatory use of Bahasa Indonesia alongside any other language versions. The Master Vendor Agreement serves as an efficient tool for standardizing vendor relationships while ensuring compliance with local regulations such as the Indonesian Civil Code, Trade Law, and relevant sector-specific regulations.
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1. Parties: Identification of the contracting parties, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules for interpreting the agreement
4. Appointment and Scope: Terms of vendor appointment and general scope of goods/services to be provided
5. Term and Renewal: Duration of the agreement, including commencement date and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders under the agreement
7. Pricing and Payment: Payment terms, pricing mechanisms, invoicing requirements, and payment methods
8. Delivery and Performance: Requirements for delivery of goods or performance of services
9. Quality and Standards: Quality standards, specifications, and performance metrics
10. Warranties and Representations: Warranties regarding goods/services and general business operations
11. Compliance with Laws: Obligations to comply with applicable laws and regulations
12. Intellectual Property Rights: Ownership and usage rights of intellectual property
13. Confidentiality: Protection and handling of confidential information
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Termination: Grounds for termination and termination procedures
16. Force Majeure: Provisions for handling events beyond parties' reasonable control
17. Governing Law and Dispute Resolution: Choice of law and procedures for resolving disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Required when specific insurance coverage needs to be maintained by the vendor
2. Data Protection: Required when personal data processing is involved in the vendor relationship
3. Anti-Bribery and Corruption: Important for high-value contracts or when dealing with government-linked entities
4. Environmental Compliance: Relevant for vendors providing goods or services with environmental impact
5. Security Requirements: Necessary when vendor requires access to sensitive systems or facilities
6. Business Continuity: Important for critical suppliers or services
7. Import/Export Compliance: Required for cross-border supply of goods or services
8. Subcontracting: Needed when vendor may need to engage subcontractors
9. Change Control: Important for long-term agreements where scope or specifications may change
10. Service Levels: Required when specific performance metrics need to be maintained
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be provided
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including rate cards and payment terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Technical Requirements: Technical specifications and standards for goods/services
5. Schedule 5 - Operating Procedures: Detailed procedures for day-to-day operations and ordering
6. Schedule 6 - Contact Details: Key contact information for both parties
7. Schedule 7 - Form of Purchase Order: Template for purchase orders under the agreement
8. Schedule 8 - Compliance Requirements: Specific regulatory or compliance requirements
9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
10. Appendix B - Security Protocols: Security procedures and requirements if applicable
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