The Sale of Goods Contract is a fundamental commercial agreement used for structuring transactions involving the transfer of goods between parties in Indonesia. This document is essential when businesses or individuals engage in the purchase and sale of physical goods, whether in domestic or international trade contexts. The contract must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and the Trade Law No. 7 of 2014, while incorporating relevant consumer protection provisions. It's typically used for both one-time transactions and ongoing supply arrangements, containing detailed specifications about the goods, pricing, delivery terms, quality standards, and risk allocation. The document serves as a crucial tool for risk management and establishing clear commercial terms while ensuring legal compliance in the Indonesian market.
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1. Parties: Identification of seller and buyer with complete legal names, addresses, and registration details
2. Background: Context of the transaction and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase Obligation: Core agreement of seller to sell and buyer to purchase the specified goods
5. Description of Goods: Detailed description of the goods being sold, including quantity, quality, and specifications
6. Price and Payment Terms: Purchase price, payment schedule, method of payment, and currency
7. Delivery Terms: Delivery schedule, location, method, and associated costs
8. Risk and Title: Transfer of risk and ownership of goods from seller to buyer
9. Inspection and Acceptance: Procedures for inspection of goods and acceptance criteria
10. Warranties and Representations: Warranties regarding quality, fitness for purpose, and compliance with regulations
11. Defective Goods and Returns: Process for handling defective goods and return procedures
12. Force Majeure: Circumstances excusing performance and procedures during force majeure events
13. Termination: Grounds and procedures for contract termination
14. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Insurance: Insurance requirements for goods during transit - include when high-value goods are involved or specific insurance is required
2. Quality Control: Detailed quality control procedures - include for manufacturing or technical goods
3. Intellectual Property: IP rights and licenses - include when goods involve patents, trademarks, or other IP
4. Confidentiality: Confidentiality obligations - include when sensitive information is shared
5. Export/Import Requirements: Compliance with international trade regulations - include for cross-border sales
6. Performance Bond: Requirements for performance security - include for high-value transactions
7. After-Sales Service: Maintenance and support obligations - include for technical equipment or machinery
8. Packaging Requirements: Specific packaging standards - include for delicate or regulated goods
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and locations
4. Schedule 4 - Quality Standards: Specific quality standards and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and conditions
6. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement
7. Appendix B - Acceptance Certificate: Form for confirming acceptance of delivered goods
8. Appendix C - Return Authorization Form: Standard form for processing returns
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Wholesale Trade
Agriculture
Electronics
Automotive
Consumer Goods
Industrial Equipment
Textiles
Food and Beverage
Construction Materials
Chemical Products
Medical Supplies
Technology Hardware
Relevant Teams
Legal
Procurement
Sales
Commercial
Supply Chain
Operations
Trade Compliance
Contract Administration
Business Development
Import/Export
Relevant Roles
Procurement Manager
Sales Director
Commercial Manager
Supply Chain Manager
Legal Counsel
Contract Administrator
Business Development Manager
Operations Manager
Trade Compliance Officer
Chief Commercial Officer
Purchasing Officer
Sales Manager
Import/Export Manager
Vendor Manager
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