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

HomeBusiness contractsSupply Agreement

Learn more about Supply Agreement in Indonesia

A supply agreement is a key legal contract that sets the terms for buying and selling goods or services between two parties in Indonesia. It’s an essential tool that outlines product details, delivery times, prices, and quality requirements. Themis Partners provides a customizable template, created by legal experts to meet Indonesian regulations, ensuring a smooth and secure supply process. This template is designed to be straightforward and adaptable, making it easy to edit while remaining compliant with local laws. Whether you’re a supplier or a buyer, this document is crucial for clear communication and successful business transactions in Indonesia. For a comprehensive legal framework for various business transactions in Indonesia, Themis Partners also offers a Distribution Agreement and a Service Agreement.

Table of contents


What is a Supply Agreement in Indonesia?

A supply agreement is a legally binding contract established between a supplier and a buyer to govern the terms and conditions of the supply of goods or services. It outlines the rights and obligations of both parties, ensuring a clear understanding of the expectations and responsibilities involved in the supply relationship. The agreement typically covers key aspects such as the quantity and quality of the products or services, pricing and payment terms, delivery schedules, warranties, Intellectual Property rights, confidentiality, dispute resolution mechanisms, and termination provisions. A well-drafted supply agreement promotes transparency, reduces misunderstandings, and provides a framework for a mutually beneficial business relationship between the supplier and the buyer.

Why use a Supply Agreement?

Using the agreement offers several advantages for both suppliers and buyers.

➤ Firstly, it provides a clear understanding of the terms and conditions governing the supply relationship, minimising potential disputes and misunderstandings.
➤ The agreement defines the rights and obligations of each party, ensuring transparency and accountability.
➤ It also helps to establish consistent standards for the quality, quantity, and delivery of goods or services, which promotes reliability and customer satisfaction.
➤ Additionally, a supply agreement can address important aspects such as pricing, payment terms, intellectual property rights, and confidentiality, protecting the interests of both parties.
➤ By formalizing it, the agreement provides a legal framework for resolving conflicts, facilitating efficient dispute resolution.

ℹ️ Overall, using this agreement offers security, clarity, and stability, fostering a mutually beneficial and successful business partnership.

What should a Supply Agreement include under Indonesian law?

A supply agreement should include the following key elements:

1. Parties

Clearly identify the legal names, addresses, and contact information of the supplier and the buyer.

2. Scope of Supply

Define the goods or services being supplied, including any specifications, quantities, or quality requirements.

3. Pricing and Payment

Outline the agreed-upon price, any applicable taxes or fees, and the payment terms, including due dates and methods of payment.

4. Delivery Terms

Specify the shipping methods, responsibilities for packaging and insurance, and the expected delivery schedules.

5. Quality Control

Address the quality standards, inspection procedures, and any testing or certification requirements.

6. Warranties and Liabilities

Define any warranties provided by the supplier, including limitations of liability and remedies in case of defects or non-compliance.

7. Intellectual Property

Address ownership and protection of intellectual property rights related to the supplied goods or services.

8. Confidentiality

Include provisions to protect confidential information shared between the parties during the supply relationship.

9. Dispute Resolution

Specify the mechanisms for resolving disputes, such as negotiation, mediation, or arbitration.

10. Termination

Outline the conditions and procedures for terminating

What are the key benefits in a business relationship?

A strong business relationship between parties can yield numerous key benefits. When it comes to service agreements, a solid relationship can lead to enhanced communication and collaboration, ensuring that both the service provider and the client are on the same page regarding expectations, deliverables, and timelines. It fosters trust and reliability, as the service provider consistently meets or exceeds the client’s requirements.

A positive business relationship in Service Agreements often results in customer satisfaction, leading to long-term loyalty, repeat business, and positive referrals. Similarly, in distribution agreements, a robust business relationship between the manufacturer or supplier and the distributor can lead to increased market reach, expanded distribution channels, and access to new customer segments. It facilitates effective coordination, timely product delivery, and efficient inventory management. Additionally, a strong business relationship in distribution agreements often includes mutually beneficial terms, such as volume discounts or exclusivity arrangements, which can contribute to the success and growth of both parties involved.

How does it offer legal protections?

The agreement offers legal protections by establishing a clear framework and set of obligations for both the supplier and the buyer. 

➤ It helps to define the rights, responsibilities, and expectations of each party, reducing the likelihood of misunderstandings and disputes.
➤ By specifying the terms and conditions related to pricing, payment, delivery, quality, and other important aspects of the supply relationship, the agreement provides a legally binding document that can be referred to in case of disagreements or breaches.
➤ It helps to mitigate risks by outlining warranties, liability limitations, and dispute resolution mechanisms.
➤ In the event of non-compliance or breaches of the agreement, the legal provisions within the supply agreement can be invoked to protect the aggrieved party's interests and seek appropriate remedies or compensation.

ℹ️ Overall, a well-drafted supply agreement acts as a safeguard, ensuring that both parties have a clear understanding of their rights and obligations and providing a legal recourse in case of any disputes or violations.

What if I don’t have a Supply Agreement?

If you don’t have a supply agreement or a Consulting Agreement in place, it can lead to various risks and potential complications. Without a supply agreement, there may be ambiguity surrounding the terms and conditions of the supply relationship, including pricing, payment terms, delivery schedules, and quality expectations. This lack of clarity can result in misunderstandings, disputes, and even potential legal battles. Similarly, without a consulting agreement, the scope of the consulting services, responsibilities, deliverables, and confidentiality provisions may be unclear, leaving both parties vulnerable to disagreements or breaches of trust. Moreover, the absence of a formal agreement leaves little recourse in case of non-performance, quality issues, or breaches of confidentiality. That is why it is highly recommended to have a well-drafted supply agreement or consulting agreement in place to protect your interests, establish clear expectations, and provide a legal framework to address any potential conflicts or challenges that may arise during the course of the business relationship.

How can a Supply Agreement be terminated in Indonesia?

Termination of a Supply Agreement in Indonesia can occur under certain conditions, such as breach of contract, mutual agreement between the parties, or force majeure events. The specific terms for termination should be clearly outlined in the agreement itself. The consequences of termination can vary depending on the terms of the contract and the nature of the termination. It could involve the settlement of outstanding payments, return of goods, or potential legal action. It’s always recommended to consult with a legal professional when dealing with such matters to ensure compliance with Indonesian law.

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