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The Master Sales Agreement is designed for businesses engaged in recurring sales transactions within the Indonesian market or with Indonesian entities. This document type is particularly crucial when parties anticipate multiple transactions over time and wish to avoid negotiating terms for each individual sale. The agreement must comply with Indonesian law requirements, including Law No. 24 of 2009 regarding language requirements, and encompasses essential provisions required by the Indonesian Civil Code and Commercial Code. It typically includes detailed terms for ordering procedures, pricing mechanisms, delivery arrangements, quality standards, and dispute resolution, while allowing flexibility for specific transaction details to be handled through purchase orders. The Master Sales Agreement is commonly used in both domestic Indonesian trade and international transactions where at least one party is Indonesian or the performance occurs within Indonesia.

1. Parties: Identification of parties with complete legal names, registration numbers, and addresses as required under Indonesian law

2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and language governance (must address Indonesian/English language requirements)

4. Scope of Agreement: Framework terms for future sales, including territory, products/services covered, and exclusivity provisions if any

5. Ordering Process: Procedures for purchase orders, order acceptance, and formation of individual sales contracts

6. Pricing and Payment Terms: Price determination, currency considerations (addressing Rupiah requirements), payment methods and timing

7. Delivery and Risk: Delivery terms, transfer of risk, acceptance procedures, and documentation requirements

8. Quality and Specifications: Product quality standards, specifications, and compliance with Indonesian regulations

9. Warranties and Representations: Standard warranties for products/services, including compliance with Indonesian consumer protection laws

10. Term and Termination: Duration of agreement, renewal provisions, and termination rights

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

13. Force Majeure: Events excusing performance, including specific reference to local conditions

14. Governing Law and Dispute Resolution: Indonesian law governance and dispute resolution mechanisms

15. General Provisions: Standard boilerplate including notices, amendments, assignment, and severability

16. Execution: Signing provisions compliant with Indonesian law, including requirements for stamps and witnesses if applicable