Surabaya · East Java · Indonesia

Trading Lawyer Surabaya — Trade Law, Distribution & Commercial Advisory

Wholesalers, retailers, distributors and brand owners need trade arrangements that distinguish resale from agency, set territory and channel rules, and deal with stock, returns and termination. Integra Law Office advises Surabaya businesses on distribution contracts, trade compliance and commercial disputes.

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Legal services for East Java businesses.

A distribution relationship should specify whether the intermediary buys and resells goods or acts for the principal, because that choice affects pricing, inventory risk, authority to bind the supplier and responsibility to customers. The agreement should also define territory, channels, sales targets if any, marketing approvals, reporting, credit, returns, warranties, product recalls and what happens to stock when the relationship ends.

For a company expanding across East Java, a verbal understanding or copied template may leave gaps around exclusivity, online sales, competing products and customer data. Before appointing a distributor or agent, document the commercial model and check that licensing, invoices, consumer-facing materials and actual operations are consistent. When the relationship sours, the first step is to compare the parties' conduct and correspondence with the executed agreement.

When you need this service.

A principal wants to appoint an exclusive distributor but has not defined territory, channel or performance terms.
A distributor sells outside its approved area or competes with a supplier's direct online channel.
A brand owner disputes unpaid invoices, returned inventory, rebates or post-termination stock.
A business must distinguish a reseller from an agent before setting price, authority and commission terms.
A retail or wholesale operation receives a regulator or consumer complaint about product information or returns.

Legal framework for businesses in Indonesia.

UU 7/2014 on Trade provides part of Indonesia's trade-law framework. The detailed requirements for distribution, agency, franchising, product categories and licensing can depend on current implementing regulations and the actual business model. Avoid treating the label in a contract as decisive if daily practice gives the intermediary a different role.

Consumer-facing trade can also engage UU 8/1999 on Consumer Protection, including issues about accurate information and consumer rights. Keep the executed agreement, appointment letters, price lists, invoices, order and delivery records, marketing approvals, complaints and termination notices. If the other party is foreign, assess governing law, language, authority and dispute-resolution wording; a local sales network does not by itself settle jurisdiction.

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How we serve East Java businesses.

We map the parties' commercial roles, products, channels and money flows before revising terms. We compare the contract's territory, exclusivity, ordering, credit, returns and termination provisions with actual sales records and customer communications. For a dispute, this helps identify the concrete breach alleged, what evidence supports it and whether negotiation can preserve supply while the parties resolve outstanding amounts.

We can draft or review distribution and agency agreements, prepare notices, support negotiation and assess dispute-resolution options. For a planned termination, we help identify stock, receivables, customer transition, brand use and data issues that need an orderly plan. Counsel should verify any licensing or product-specific obligation against current regulations and the goods involved.

Our Services

Distribution and agency agreements

Set role, territory, exclusivity, channel, ordering, commission or resale terms, reporting and exit arrangements.

Trade contract disputes

Assess breach, invoices, returns, rebates, termination notices and supporting sales records.

Commercial licensing issue review

Identify trade and product-specific questions for verification before a new activity or channel begins.

Consumer-facing terms and complaints

Review product information, returns language and complaint handling against the relevant business model.

Frequently Asked Questions

What is the practical difference between distributor and agent?

A distributor commonly purchases and resells for its own account, while an agent commonly acts for a principal under an agreed authority and compensation model. The legal analysis turns on the agreement and actual conduct, not the heading alone. That distinction affects inventory, payment, customer contracting and control.

Can a principal terminate an exclusive distributor immediately?

Check the contract's duration, termination grounds, notice method, cure provisions and consequences for stock or unpaid invoices. Applicable law and conduct may also matter. Counsel should review the full record before a termination notice is sent.

What documents help resolve a distribution dispute?

Provide the signed agreement and amendments, appointment evidence, purchase orders, invoices, delivery confirmations, credit notes, sales reports, marketing approvals and relevant messages. A dated chronology helps separate payment, territory and performance issues.

Can a distributor sell through online marketplaces?

That depends on the permitted channels, brand rules, territory, consumer terms and any applicable product requirements. Specify approved platforms and responsibility for listings, warranties, returns and customer data rather than relying on informal practice.

Does every trading business need the same licence?

No single answer covers every activity and product. Requirements can depend on the business classification, risk level, goods and current rules. Counsel should check the company's registered activities and product-specific conditions before the business begins a new trade line.

Request a consultation.

Describe your legal needs. A senior partner will respond within one business day.

info@integralaw.id

Jl. Juwono No.7-8, Darmo, Kec. Wonokromo, Surabaya