The Retail Vendor Agreement serves as the primary contractual framework for establishing and managing relationships between retailers and their product suppliers in Indonesia. This document is essential for businesses operating in Indonesia's retail sector, whether through traditional markets, modern retail chains, or e-commerce platforms. It addresses key aspects of the vendor-retailer relationship including product specifications, quality standards, delivery terms, pricing, and compliance with Indonesian regulations. The agreement must align with local laws including Trade Law No. 7 of 2014, Consumer Protection Law, and various ministerial regulations governing retail operations. It is particularly important for ensuring compliance with Indonesian requirements regarding partnerships between large retailers and local suppliers, fair trading practices, and consumer protection standards.
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1. Parties: Identification of the retailer and vendor, including their legal names, registration numbers, and authorized representatives
2. Background: Context of the agreement, brief description of both parties' businesses, and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of vendor appointment and scope of products/services to be provided
5. Product Specifications: Detailed requirements for products, including quality standards, packaging, and labeling requirements
6. Ordering and Delivery: Process for placing orders, delivery timeframes, and logistics arrangements
7. Pricing and Payment: Product pricing, payment terms, invoicing procedures, and any applicable discounts
8. Quality Control: Quality assurance requirements, inspection rights, and rejection procedures
9. Warranties and Representations: Warranties regarding products, compliance with laws, and business operations
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Intellectual Property: Protection and usage rights of trademarks, brands, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Compliance with Laws: Obligations to comply with Indonesian regulations, including trade and consumer protection laws
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions
1. E-commerce Provisions: Specific terms for online sales channels, applicable when products will be sold through e-commerce platforms
2. Marketing and Promotion: Terms regarding joint marketing activities and promotional requirements, included when parties plan collaborative marketing efforts
3. Exclusivity: Terms regarding exclusive distribution or sales arrangements, included when exclusive rights are granted
4. Returns and Recalls: Detailed procedures for product returns and recalls, important for certain product categories or regulated goods
5. Insurance: Specific insurance requirements, particularly relevant for high-value products or regulated goods
6. Performance Metrics: Key performance indicators and measurement criteria, included when specific performance targets are required
7. Training and Support: Terms regarding vendor-provided training and support, relevant for technical or specialized products
8. Data Protection: Specific provisions for handling customer data, important when personal data processing is involved
9. Environmental Compliance: Special environmental requirements and certifications, relevant for products with environmental impact
10. Sub-contracting: Terms regarding use of sub-contractors or third-party manufacturers, included when relevant to the supply chain
1. Schedule 1 - Product List: Detailed list of approved products, including SKUs, descriptions, and pricing
2. Schedule 2 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
3. Schedule 3 - Delivery Requirements: Detailed logistics requirements, including delivery locations, timing, and packaging specifications
4. Schedule 4 - Service Level Agreement: Specific performance metrics, response times, and service standards
5. Schedule 5 - Commercial Terms: Detailed pricing structures, payment terms, and commercial incentives
6. Schedule 6 - Technical Specifications: Detailed technical requirements for products
7. Schedule 7 - Compliance Checklist: List of required certifications, permits, and compliance requirements
8. Appendix A - Contact Details: List of key contacts and escalation matrix for both parties
9. Appendix B - Required Documents: List of mandatory documentation, certificates, and permits
10. Appendix C - Standard Operating Procedures: Detailed operational procedures for ordering, delivery, and returns
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