Ready to use legal template

Drafted by experienced lawyers

Compliant with Indonesian law

Ready to use legal template

Drafted by lawyers

Compliant with Indonesian law

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Learn more about Sales Contract in Indonesia

In Indonesia, a well-crafted sales contract is the linchpin of secure and successful commercial transactions. Themis Partners offers a template that is specifically tailored to the Indonesian business context, ensuring that every sale stands on firm legal ground. Our sales contract template is designed to be comprehensive, covering all critical aspects such as product details, delivery terms, payment conditions, and more, providing both sellers and buyers with the assurance that their deal is protected by a robust legal framework. Trust in Themis Partners to fortify your business dealings with a sales contract that is clear, precise, and aligned with Indonesian commercial law.

Table of contents


What is a Sales Agreement in Indonesia?

When a corporation makes a transaction to a consumer, it must specify what it will do in its sales contract. This contract is utilized in a wide range of activities. It defines the type of the provider’s sales and the price to be paid by the customer in exchange, and finally it defines the parties’ relationship.

The sales contract establishes both the provider’s and the client’s commitment to fulfill their responsibilities. The sales agreement is an agreement in which the provider agrees to make an independent sale for a customer in exchange for a fee for the service accomplished. Both parties agree to fulfill their respective commitments by signing the sales agreement. The signed document establishes rights and has monetary worth.

Why use a Sales Agreement?

1. Gives Specifics

Even if all parties are fully committed to the business, a sales agreement between two organizations helps assure appropriate contract execution. More formal contracts include provisions for resolving a disagreement, such as where it must be arbitrated. In the case of a legal disagreement, this affords the side with more bargaining strength a more advantageous site.

2. Provides legal support

One of the primary purposes of a sales agreement is to safeguard both parties in the case of legal action. If your company purchases materials to manufacture an order, engages people to generate it, or refuses other companies to execute a service or create a product, you may go out of business if the customer does not pay. Business sales agreements assist a court in determining whether or not there was a legitimate contract by evaluating the wording of the document as well as the following activities of both parties.

3. Provides you with a working document

A sales agreement can assist your employees deliver continuing support to a client while also increasing internal efficiency. Many organizations employ contract managers to guarantee that consumers receive what they ordered, that they receive excellent customer service, and that they keep their half of the agreement. A formal sales agreement spells out all of the specifics for the salesperson or contract manager to follow throughout the year.

What are the requirements of a Sales Agreement under Indonesian law?

In Indonesia, the following conditions must be met in order to make a legally valid contract:

An offer is an expression of one party’s readiness to engage into a legally binding contract on defined terms.
Acceptance is the offeree’s indication of intent to engage into a contract on the conditions of the offer.
A contract without consideration is null and void. Consideration has been described as any right, interest, profit, or advantage accruing to one party, or any forbearance, harm, loss, or duty granted, endured, or assumed by the other.
Intention to establish legal connections: Although not officially mentioned in the Contracts Act, intent to form legal relations is a critical need for a valid contract.

What is the Difference Between a Sales Contract and a Bill of Sale in Indonesia?

A sales contract is an agreement that outlines the terms and conditions of a future sale, including the responsibilities of both the buyer and the seller before the transaction is completed.

A bill of sale, on the other hand, is a document that confirms a transaction has already taken place and serves as proof of transfer of ownership. The bill of sale is typically provided at the time of delivery and includes details such as the date of sale, a description of the item sold, and the amount paid.

What are the seller’s obligations in a sales contract?

There is an implied requirement in a contract for the sale of goods by description that the commodities must match with the description. In a sample and description sale, the bulk of the products must match both the sample and the description. There are no implied guarantees or conditions as to the quality or suitability for purpose of goods provided under a contract of sale, unless the buyer directly or implicitly informs the seller of the specific purpose for which the items are required. Products are purchased by description from a seller who specializes in goods of that description, with the implied requirement that the goods be of merchantable quality.

How Do I Handle Amendments to a Sales Contract in Indonesia?

Amendments to a sales contract in Indonesia should be handled with care. Any changes to the contract must be agreed upon by both parties and documented in writing. The amendment should be signed by both parties and attached to the original contract, becoming part of the agreement. It’s important to specify within the original contract the conditions under which amendments can be made, to ensure that the process is clear and legally binding.

What are the most common process payments for sales contracts?

There are no default conditions regarding payment time and place. In business transactions, common payment methods include:

➤ Letters of credit
➤ Exchange bills
➤ Notes of promise
➤ Drafts from a bank
➤ Transfer of funds

There are no time constraints between the date of the invoice and payment unless the parties agree otherwise.

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