The Credit Sale Agreement is a fundamental commercial document used in Indonesian business transactions where goods or assets are sold on credit terms. It serves as a crucial instrument for businesses seeking to expand their sales while managing credit risk, and for buyers looking to acquire assets through installment payments. The agreement must comply with Indonesian Civil Code requirements, OJK regulations, and consumer protection laws. It typically includes provisions for the sale price, payment schedule, interest calculations, security arrangements, and default remedies. This document is particularly important in Indonesia's growing consumer market and business-to-business transactions, where credit sales are increasingly common across various sectors. The agreement must be structured to provide adequate protection for both parties while ensuring enforceability under Indonesian law.
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1. Parties: Identification of the seller/creditor and buyer/debtor with complete legal names and addresses
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Details of the goods/assets being sold and purchased
5. Purchase Price and Payment Terms: Total purchase price, down payment, credit amount, and payment schedule
6. Interest and Fees: Interest rate, calculation method, and applicable fees
7. Security Arrangements: Details of any security or collateral provided for the credit
8. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
9. Representations and Warranties: Statements of fact and assurances from both parties
10. Covenants: Ongoing obligations of the parties during the credit term
11. Events of Default: Circumstances constituting default and consequences
12. Enforcement Rights: Rights and remedies of the creditor upon default
13. Term and Termination: Duration of the agreement and termination provisions
14. Notices: Method and addresses for formal communications
15. Governing Law: Confirmation of Indonesian law as governing law
16. Dispute Resolution: Process for resolving disputes
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
18. Execution: Signature blocks and execution formalities
1. Insurance: Required when the credited asset needs insurance coverage
2. Third Party Guarantor: Include when a guarantor is providing additional security
3. Electronic Execution: Include when agreement may be executed electronically
4. Tax Provisions: Detailed tax arrangements when complex tax implications exist
5. Registration Requirements: Include when the agreement or security needs specific registration
6. Force Majeure: Detailed force majeure provisions when required for specific industries
7. Assignment: Include when either party may need to assign rights or obligations
1. Schedule 1 - Asset Description: Detailed description of the goods/assets being sold
2. Schedule 2 - Payment Schedule: Detailed payment schedule including dates and amounts
3. Schedule 3 - Security Details: Details of any security or collateral arrangements
4. Schedule 4 - Condition Report: Current condition of goods/assets if applicable
5. Schedule 5 - Delivery Terms: Specific arrangements for delivery of goods
6. Appendix A - Required Documents: List of documents required from the buyer
7. Appendix B - Insurance Requirements: Detailed insurance requirements if applicable
8. Appendix C - Registration Forms: Forms required for any mandatory registrations
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