The Standard Supplier Agreement serves as a foundational document for establishing and managing supplier relationships in Indonesia, providing a comprehensive framework for commercial arrangements between suppliers and buyers. This agreement is essential for businesses operating in Indonesia that require a structured approach to procurement and supply chain management. It incorporates key provisions required under Indonesian law, including the Civil Code (Kitab Undang-undang Hukum Perdata) and Law No. 7 of 2014 on Trade, while addressing practical commercial considerations such as ordering procedures, quality standards, delivery terms, and risk allocation. The document is designed to protect both parties' interests while ensuring compliance with local regulatory requirements and business practices, making it suitable for both domestic and international supply arrangements within the Indonesian jurisdiction.
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1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of goods/services to be supplied, including quality standards and specifications
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Pricing and Payment: Price determination, payment terms, invoicing requirements, and currency specifications
7. Delivery and Acceptance: Delivery terms, timeframes, inspection rights, and acceptance criteria
8. Quality Requirements: Quality standards, testing procedures, and quality assurance requirements
9. Warranties: Supplier warranties regarding goods/services, quality, and compliance with laws
10. Compliance with Laws: Obligations to comply with applicable laws, regulations, and standards
11. Intellectual Property: IP rights, ownership, and licenses related to supplied goods/services
12. Confidentiality: Protection and handling of confidential information
13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
14. Force Majeure: Events excusing performance and related procedures
15. Term and Termination: Duration of agreement, renewal terms, and termination rights
16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Insurance requirements - include for high-value or high-risk supplies
2. Environmental Compliance: Environmental standards and requirements - include for suppliers of goods/services with environmental impact
3. Data Protection: Data protection and privacy obligations - include when personal data processing is involved
4. Business Continuity: Business continuity and disaster recovery requirements - include for critical suppliers
5. Anti-Corruption: Anti-corruption and ethical business practices - include for international suppliers or high-value contracts
6. Performance Metrics: KPIs and performance measurement - include for strategic or long-term suppliers
7. Training and Support: Training and technical support requirements - include for complex products or services
8. Security Requirements: Security protocols and requirements - include when dealing with sensitive information or site access
9. Import/Export: Import/export compliance - include for international suppliers
10. Subcontracting: Rules regarding subcontracting - include when subcontracting is likely
1. Schedule 1 - Goods and Services Specification: Detailed technical specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including price lists and any volume discounts
3. Schedule 3 - Service Levels: Specific service levels, KPIs, and measurement criteria
4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement
5. Schedule 5 - Quality Standards: Detailed quality requirements and testing procedures
6. Schedule 6 - Key Personnel: Details of key supplier personnel assigned to the contract
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
9. Schedule 9 - Compliance Requirements: Detailed compliance requirements and certifications
10. Schedule 10 - Form of Performance Bond: Template for performance bond if required
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