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Commercial Purchase Agreement for Indonesia

Commercial Purchase Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that establishes the terms and conditions for the purchase and sale of goods or products between commercial entities. This agreement complies with the Indonesian Civil Code and relevant commercial regulations, detailing essential elements such as product specifications, pricing, delivery terms, warranties, and dispute resolution mechanisms. It incorporates specific requirements under Indonesian commercial law while providing a framework for business-to-business transactions, including provisions for payment terms, quality standards, and risk allocation.

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What is a Commercial Purchase Agreement?

The Commercial Purchase Agreement serves as a fundamental legal instrument for business-to-business transactions in Indonesia, establishing clear terms and conditions for the purchase and sale of goods or products. This document is essential when companies engage in significant commercial transactions requiring detailed documentation of their rights, obligations, and commercial terms. It ensures compliance with Indonesian legal requirements, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 7 of 2014 on Trade. The agreement typically covers crucial aspects such as product specifications, pricing, delivery terms, quality standards, warranties, and dispute resolution mechanisms, while incorporating specific Indonesian regulatory requirements. It's particularly important for transactions involving substantial value, recurring purchases, or complex delivery arrangements where parties need comprehensive protection and clarity in their commercial relationship.

What sections should be included in a Commercial Purchase Agreement?

1. Parties: Identification and details of the buyer and seller, including registration numbers and addresses

2. Background: Context of the agreement and general commercial intent of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Supply: Detailed description of goods/products being purchased

5. Price and Payment Terms: Purchase price, payment schedule, method of payment, and invoicing requirements

6. Delivery and Transfer of Risk: Delivery terms, timeline, location, and point of risk transfer

7. Quality and Specifications: Quality standards, specifications, and inspection rights

8. Warranties and Representations: Standard warranties regarding products and capacity to contract

9. Title and Risk: Transfer of ownership and risk allocation

10. Termination: Circumstances allowing contract termination and consequences

11. Force Majeure: Events excusing performance and procedures for handling such events

12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Commercial Purchase Agreement?

1. Intellectual Property Rights: Required when the purchased goods involve IP rights or licenses

2. Confidentiality: Needed for transactions involving sensitive information exchange

3. Insurance: Include when specific insurance requirements are necessary for high-value or high-risk goods

4. Import/Export Compliance: Required for international transactions or goods subject to trade regulations

5. Performance Bond: Include for high-value transactions requiring additional security

6. Training and Support: Necessary when the purchase includes technical equipment or systems requiring training

7. Anti-Corruption Compliance: Important for high-value transactions or government-related purchases

8. Environmental Compliance: Required when goods or their use have environmental implications

What schedules should be included in a Commercial Purchase Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of the products

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any volume discounts or pricing mechanisms

3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and milestones

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures

6. Appendix A - Technical Documentation: Product manuals, technical specifications, and certification documents

7. Appendix B - Form of Purchase Order: Standard form for issuing purchase orders under the agreement

8. Appendix C - Acceptance Test Procedures: Procedures for testing and accepting delivered goods

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions


































Clauses



































Relevant Industries

Manufacturing

Retail

Technology

Consumer Goods

Industrial Equipment

Electronics

Automotive

Textiles

Food and Beverage

Construction

Mining

Agriculture

Pharmaceutical

Energy

Telecommunications

Relevant Teams

Legal

Procurement

Finance

Supply Chain

Operations

Commercial

Compliance

Risk Management

Sales

Business Development

Contract Administration

Relevant Roles

Procurement Manager

Commercial Director

Supply Chain Manager

Legal Counsel

Contract Manager

Purchasing Officer

Chief Financial Officer

Operations Manager

Business Development Manager

Compliance Officer

Risk Manager

General Manager

Sales Director

Chief Executive Officer

Vendor 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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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