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Buy Sell Agreement Form for Indonesia

Buy Sell Agreement Form Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the transfer of ownership of goods, assets, or property from a seller to a buyer. This agreement outlines the terms and conditions of the sale, including purchase price, payment terms, delivery arrangements, warranties, and the rights and obligations of both parties. It incorporates relevant provisions from the Indonesian Civil Code (KUHPerdata) and applicable commercial regulations, ensuring compliance with local legal requirements while providing clear mechanisms for transaction execution and dispute resolution. The document is structured to protect both parties' interests and provide legal certainty in accordance with Indonesian contract law principles.

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What is a Buy Sell Agreement Form?

The Buy Sell Agreement Form is a crucial legal instrument used in Indonesian commercial transactions to document and formalize the transfer of ownership between parties. This document is essential when conducting business transactions in Indonesia, whether for movable goods, real estate, or business assets. The agreement must comply with Indonesian Civil Code requirements and relevant commercial regulations, making it suitable for both domestic and international transactions within Indonesian jurisdiction. The Buy Sell Agreement Form typically includes detailed specifications of the asset being transferred, payment terms, warranties, and various protections for both parties. It is particularly important given Indonesia's complex regulatory environment and the need for clear documentation in commercial transactions. The document can be customized based on the nature of the transaction while maintaining its core legal requirements under Indonesian law.

What sections should be included in a Buy Sell Agreement Form?

1. Parties: Identification and details of the Seller and Buyer, including their legal names, addresses, and registration numbers if companies

2. Background: Context of the transaction and brief description of the subject matter being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods or assets being sold

5. Purchase Price: The agreed price and payment terms, including any deposits or installment arrangements

6. Payment Terms: Detailed payment schedule, method of payment, and currency

7. Delivery Terms: Timing and method of delivery, including transfer of possession

8. Transfer of Title: When and how legal ownership transfers from Seller to Buyer

9. Seller's Representations and Warranties: Seller's guarantees regarding the goods/assets being sold

10. Buyer's Representations and Warranties: Buyer's guarantees regarding their capacity to enter into and fulfill the agreement

11. Conditions Precedent: Conditions that must be met before the sale becomes effective

12. Default and Remedies: Consequences of breach by either party and available remedies

13. Governing Law: Specification of Indonesian law as governing law

14. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue

15. Notices: How formal communications between parties should be made

16. Execution: Signature blocks and execution requirements

What sections are optional to include in a Buy Sell Agreement Form?

1. Due Diligence: Used when the sale involves complex assets requiring verification - details the due diligence process and timeline

2. Tax Provisions: Include when tax implications need specific attention or allocation between parties

3. Intellectual Property Rights: Required when the sale includes IP assets or rights

4. Environmental Matters: Include for sales involving land or businesses with environmental implications

5. Employee Matters: Necessary when the sale involves transfer of employees or employee-related obligations

6. Regulatory Compliance: Include when the sale requires specific regulatory approvals or compliance

7. Force Majeure: Optional clause for dealing with unforeseen circumstances

8. Confidentiality: Include when sensitive information is involved in the transaction

9. Non-Competition: Used when protecting against future competition is relevant

10. Insurance: Include when specific insurance requirements need to be maintained

What schedules should be included in a Buy Sell Agreement Form?

1. Schedule A - Asset Description: Detailed technical specifications or inventory of the assets being sold

2. Schedule B - Purchase Price Breakdown: Itemized breakdown of the purchase price if multiple items or components are involved

3. Schedule C - Payment Schedule: Detailed payment timeline if involving installments or multiple payments

4. Schedule D - Required Documents: List of documents required for closing the transaction

5. Schedule E - Due Diligence Requirements: Specific requirements and checklist for due diligence if applicable

6. Appendix 1 - Required Permits: Copies or list of permits and licenses relevant to the sale

7. Appendix 2 - Property Documents: Related property documents if real estate is involved

8. Appendix 3 - Corporate Documents: Relevant corporate documents proving authority to sell/buy

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions





































Clauses





































Relevant Industries

Retail

Manufacturing

Real Estate

Agriculture

Mining

Technology

Consumer Goods

Industrial Equipment

Automotive

Construction

Energy

Telecommunications

Healthcare

Hospitality

E-commerce

Financial Services

Import/Export

Transportation and Logistics

Relevant Teams

Legal

Procurement

Sales

Business Development

Compliance

Risk Management

Finance

Operations

Commercial

Administration

Asset Management

Corporate Secretariat

General Counsel

Contract Administration

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Sales Director

Business Development Manager

Corporate Secretary

Compliance Officer

Risk Manager

Commercial Director

Operations Manager

Chief Financial Officer

Property Manager

Asset Manager

General Manager

Managing Director

Chief Executive Officer

Legal Administrator

Purchase Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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