Supply contract review
Assess specifications, delivery and acceptance terms, warranties, payment, liability limits, and dispute clauses.
A supplier failure can stop production, while a disputed rejection or delayed payment can strain a critical relationship. Integra Law Office helps buyers and suppliers assess contract terms, proof of performance, and remedies for supply-chain disputes in Surabaya.
Supply disputes often arise from specific operational facts: a late shipment, a quality test, an unapproved substitution, a changed price, or an invoice withheld after delivery. Preserve the purchase contract, specifications, purchase orders, delivery notes, inspection reports, certificates, and notice of defects. Link each alleged loss to production records, replacement purchases, customer claims, or other source evidence rather than relying on a broad estimate.
Before rejecting goods, withholding payment, or terminating future orders, check the contract’s acceptance, inspection, warranty, force majeure, limitation of liability, and notice terms. Different remedies may apply to a one-off sale and a continuing supply arrangement. If the goods cross borders, retain customs, shipping, and insurance records as well as the commercial documents.
A delivery arrives late or in quantities that do not match the order and acceptance records.
A buyer rejects goods after inspection, and the supplier disputes the test method or timing.
A supplier changes price or specifications without documented agreement.
An unpaid invoice is linked to a quality claim, set-off, or disputed delivery.
A production interruption creates downstream loss claims that must be evidenced and limited.
Supply contracts are assessed under their terms and relevant Indonesian Civil Code (KUH Perdata) rules on obligations and sale of goods. The agreement may allocate inspection, risk of loss, delivery, warranty, payment, and damages. Counsel should verify whether notice of defect or an opportunity to cure is required and how the parties’ conduct affects the record.
A written arbitration clause may direct disputes to arbitration under Law No. 30 of 1999; otherwise, the competent civil court depends on the claim and jurisdiction rules. A somasi (formal demand letter) can set out a claimed breach and requested response, but the evidence and contractual notice method remain important. Cross-border supply can also raise governing-law, service, customs, and enforcement questions.
We align the purchase terms with order, shipment, inspection, and payment evidence, then separate agreed facts from disputed technical issues. Where quality is central, the review identifies the relevant specification, sampling record, test method, notice timing, and any need for an independent assessment. This helps define a proportionate demand or defence.
Possible routes include replacement or rework, payment arrangements, a credit note, negotiated termination, mediation, arbitration, or litigation depending on contract terms. We help document a settlement without overlooking continuing orders, confidentiality, and downstream claims. Any damages analysis should be supported by contemporaneous records and account for contractual limits and mitigation.
Assess specifications, delivery and acceptance terms, warranties, payment, liability limits, and dispute clauses.
Organize inspection reports, shipment records, notices, and operational impact evidence for negotiation or proceedings.
Prepare a focused somasi (formal demand letter) or response grounded in contract terms and documented facts.
Advise on replacement, payment, termination, mediation, arbitration, or a civil claim under the applicable agreement.
That depends on the contract, delivery and acceptance record, defect evidence, notice, and any set-off terms. Withholding payment without checking these provisions can create a separate default allegation. Preserve samples, inspection results, photographs, and communications before changing payment practice.
Useful material includes the signed specification, purchase order, shipping and delivery records, inspection protocol, test results, notice of defect, and supplier response. To support consequential loss, retain production logs, replacement costs, and customer records. Counsel should distinguish direct evidence from estimates.
Review governing law, forum or arbitration, service method, language, and enforcement options before sending a formal claim. Keep original shipping, customs, insurance, and payment records, with reliable translations where needed. A foreign counterparty does not remove Indonesian procedural questions if proceedings are proposed here.
Cost depends on the forum, number of shipments, volume of technical records, and whether testing, translation, or external specialist input is needed. Ask counsel to separate legal work from laboratory or accounting expenses and specify the scope for negotiation versus proceedings. The merits and recovery remain fact-dependent.
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