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Outright Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Outright Purchase Agreement

"I need an Outright Purchase Agreement under Indonesian law for acquiring industrial manufacturing equipment worth IDR 5 billion, with phased delivery scheduled between March and June 2025, including installation requirements and warranty terms."

Document background
The Outright Purchase Agreement serves as a crucial legal instrument in Indonesian commercial transactions where a definitive and complete transfer of ownership is intended. This document is particularly useful when parties seek to execute a straightforward purchase transaction without financing arrangements or conditional terms. It is designed to comply with Indonesian legal requirements, including the Civil Code (KUHPerdata) and relevant commercial regulations, while providing comprehensive coverage of essential elements such as price, delivery, warranties, and risk transfer. The agreement is commonly used for both movable and immovable property transactions, ensuring clear documentation of ownership transfer and protecting both parties' interests through detailed terms and conditions.
Suggested Sections

1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers and addresses

2. Background: Contextual information explaining the purpose of the agreement and brief description of the transaction

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Sale and Purchase: Core provision stating the seller's agreement to sell and buyer's agreement to purchase the specified goods

5. Purchase Price: Details of the purchase price, payment terms, method of payment, and any applicable taxes

6. Delivery: Terms and conditions for delivery of goods, including timing, location, and transfer of risk

7. Title and Risk: Provisions regarding transfer of ownership and risk in the goods

8. Seller's Warranties: Warranties regarding ownership, quality, condition, and compliance with specifications

9. Buyer's Warranties: Basic warranties regarding capacity to enter into agreement and make payment

10. Inspection and Acceptance: Procedures for inspecting goods and accepting or rejecting delivery

11. Termination: Circumstances under which the agreement may be terminated and consequences

12. Governing Law: Specification of Indonesian law as governing law and jurisdiction provisions

13. Notices: Process and requirements for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Tax Provisions: Detailed tax arrangements when complex tax implications exist or cross-border elements are involved

2. Insurance: Insurance requirements when goods are of high value or subject to specific risks during transit

3. Intellectual Property: IP provisions when the purchased goods involve patents, trademarks, or other IP rights

4. Confidentiality: Confidentiality obligations when sensitive information is exchanged during the transaction

5. Force Majeure: Force majeure provisions when specific risks need to be addressed, particularly for delayed deliveries

6. Import/Export: Import/export provisions when goods cross international borders

7. Training and Support: Post-purchase support terms when technical goods or equipment are involved

8. Environmental Compliance: Environmental provisions when goods have environmental implications or compliance requirements

Suggested Schedules

1. Schedule 1 - Description of Goods: Detailed technical specifications and descriptions of the goods being purchased

2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price including any components or installations

3. Schedule 3 - Delivery Schedule: Detailed timeline for delivery, particularly if multiple deliveries are involved

4. Schedule 4 - Testing and Acceptance Procedures: Specific procedures for testing and accepting the goods

5. Schedule 5 - Form of Acceptance Certificate: Template for formal acceptance of goods

6. Schedule 6 - Warranty Terms: Detailed warranty terms and procedures

7. Appendix A - Required Permits and Licenses: List of regulatory approvals required for the transaction

8. Appendix B - Technical Documentation: Technical manuals, certifications, and other supporting documentation

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

Relevant legal definitions




































Clauses































Relevant Industries

Manufacturing

Technology

Real Estate

Industrial Equipment

Consumer Goods

Automotive

Agriculture

Mining

Construction

Retail

Electronics

Machinery

Telecommunications

Relevant Teams

Legal

Procurement

Finance

Operations

Commercial

Supply Chain

Risk Management

Compliance

Business Development

Asset Management

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Chief Financial Officer

Commercial Director

Supply Chain Manager

Operations Manager

Business Development Manager

Purchasing Officer

Asset Manager

Finance Director

General Manager

Compliance Officer

Risk Manager

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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