The Vendor Supplier Agreement serves as a fundamental legal document for businesses operating in Indonesia that need to establish formal supply relationships. This agreement is essential when companies require a structured framework for regular procurement of goods or services from vendors, whether for direct production materials, indirect supplies, or services. The document complies with Indonesian legal requirements, including the Civil Code (KUH Perdata) and Law No. 7 of 2014 on Trade, while incorporating international best practices adapted to the Indonesian context. It is particularly important for businesses seeking to maintain consistent quality standards, ensure supply chain reliability, and manage commercial risks in their vendor relationships. The Vendor Supplier Agreement typically includes comprehensive terms covering operational, commercial, and legal aspects of the supply relationship, making it suitable for both domestic and international companies operating in Indonesia.
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1. Parties: Identification of the parties entering into the agreement, including their legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of goods/services to be supplied
5. Ordering Process: Procedures for placing and accepting purchase orders
6. Delivery Terms: Delivery requirements, timing, and logistics arrangements
7. Price and Payment: Pricing structure, payment terms, invoicing requirements, and currency specifications
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties: Supplier warranties regarding goods/services, quality, and compliance with laws
10. Term and Termination: Duration of agreement and grounds for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when supply involves proprietary technology, designs, or branded products
2. Insurance: Include when specific insurance requirements are needed based on supply risk
3. Compliance with Anti-Corruption Laws: Include for high-value contracts or when dealing with government-linked entities
4. Environmental Compliance: Include when supply involves environmental risks or regulated materials
5. Data Protection: Include when personal data processing is involved in the supply relationship
6. Import/Export Compliance: Include for international supply relationships
7. Business Continuity: Include for critical supply relationships or when required by industry regulations
8. Sub-contracting: Include when supplier may need to use sub-contractors
1. Schedule 1 - Product/Service Specifications: Detailed technical 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: Performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the supply relationship
5. Schedule 5 - Approved Sub-contractors: List of pre-approved sub-contractors if applicable
6. Schedule 6 - Quality Control Procedures: Detailed quality control and testing procedures
7. Schedule 7 - Delivery Locations: List of approved delivery locations and specific delivery requirements
8. Appendix A - Purchase Order Template: Standard form for placing orders under the agreement
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