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Sales and Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Sales and Purchase Agreement

I need a sales and purchase agreement for a transaction involving commercial real estate in Jakarta, with a detailed payment schedule, clauses for property inspection, and a contingency plan for financing approval. The agreement should also include provisions for dispute resolution under Indonesian law.

What is a Sales and Purchase Agreement?

A Sales and Purchase Agreement forms the legal backbone of most major business transactions in Indonesia, spelling out exactly how a buyer will acquire goods, property, or company shares from a seller. It captures all the key details: price, payment terms, delivery conditions, and what happens if something goes wrong.

Under Indonesian Civil Code Article 1457, this binding contract protects both parties by clearly stating their rights and obligations. Local businesses commonly use these agreements for everything from real estate deals to company acquisitions, with specific versions required for different asset types - like the mandatory AJB (Akta Jual Beli) for land transfers.

When should you use a Sales and Purchase Agreement?

Use a Sales and Purchase Agreement when making any significant business transaction in Indonesia, especially those involving real estate, company shares, or high-value assets. This formal contract becomes essential once you've moved beyond initial negotiations and need to lock in the specific terms of your deal.

For property transactions, Indonesian law requires a binding agreement before finalizing the transfer through a notary. The same applies when buying company shares or major equipment - having this agreement protects both parties by documenting every key detail, from payment schedules to handover procedures. It's particularly crucial for cross-border deals where Indonesian regulations demand clear documentation.

What are the different types of Sales and Purchase Agreement?

Who should typically use a Sales and Purchase Agreement?

  • Business Owners: Primary parties in Sales and Purchase Agreements, responsible for negotiating terms and ensuring their interests are protected
  • Legal Teams: Draft and review agreements, ensure compliance with Indonesian law, and advise on risk mitigation
  • Notaries: Required by Indonesian law to authenticate property-related agreements and witness signatures, especially for land transfers
  • Financial Advisors: Help structure payment terms and verify financial capabilities of both parties
  • Government Officials: Review and approve certain agreements, particularly those involving regulated industries or foreign investment
  • Real Estate Agents: Often facilitate property sales agreements and help ensure all required documentation is in order

How do you write a Sales and Purchase Agreement?

  • Basic Details: Gather complete legal names, addresses, and registration numbers of all parties involved
  • Asset Information: Document exact specifications, condition, and ownership history of what's being sold
  • Price Structure: Define the total amount, payment schedule, and any conditions or installment terms
  • Documentation: Collect necessary permits, certificates, and licenses required under Indonesian law
  • Timeline: Set clear dates for payment, delivery, and transfer of ownership
  • Special Terms: List any warranties, guarantees, or specific conditions important to both parties
  • Legal Review: Our platform generates customized agreements that comply with Indonesian regulations, ensuring all essential elements are included

What should be included in a Sales and Purchase Agreement?

  • Party Details: Full legal names, addresses, and authorized signatories as required by Indonesian Civil Code
  • Object Description: Clear identification of assets being transferred, including registration numbers or property certificates
  • Price and Terms: Detailed payment structure, currency, and method of transfer following Bank Indonesia regulations
  • Transfer Timeline: Specific dates for payment, delivery, and ownership transfer
  • Warranties: Statements about asset condition and seller's right to transfer
  • Force Majeure: Standard provisions aligned with Indonesian contract law
  • Dispute Resolution: Choice of Indonesian law and preferred dispute settlement method
  • Notarization Details: Space for official authentication when required by local regulations

What's the difference between a Sales and Purchase Agreement and a Share Purchase Agreement?

A Sales and Purchase Agreement differs significantly from a Share Purchase Agreement in several important ways under Indonesian law. While both are legally binding contracts, they serve distinct purposes and require different elements to be valid.

  • Scope of Transfer: Sales and Purchase Agreements cover physical assets, real estate, or goods, while Share Purchase Agreements specifically deal with company ownership transfers through stock sales
  • Due Diligence Requirements: Share Purchase Agreements demand more extensive company valuation and financial verification processes
  • Regulatory Oversight: Share transfers often need approval from Indonesia's Investment Coordinating Board (BKPM) and Ministry of Law, while general sales agreements typically don't
  • Risk Allocation: Share deals include specific warranties about company operations and hidden liabilities, unlike standard asset sales
  • Post-Completion Obligations: Share transfers usually involve ongoing commitments regarding business operations and shareholder rights

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