A contract between an Indonesian seller and an Indian buyer should be drafted for enforcement in India. Because Indonesian judgments need a fresh suit in India, an arbitration clause with a clear seat, often Singapore or an Indian city, is usually used. Key terms include quality and quantity determination at loading, independent inspection, demurrage, letter of credit terms, price adjustment formulas, force majeure, and a statement of which language version prevails, since Indonesian law generally requires an Indonesian text.
- Document route
- Indonesian notary (notaris), then apostille through the AHU system
- Time difference
- IST is 1h30 behind Jakarta, 2h30 behind Bali and 3h30 behind Papua (no daylight saving)
- Core law
- Indian Contract Act 1872
- Foreign awards
- Part II, Arbitration Act 1996
Commercial Contracts from Indonesia: how it works
We review or draft the contract in English, working alongside your Indonesian counsel where an Indonesian language version is required. For commodity contracts we focus on the specification, sampling and analysis at the loading port, the binding effect of the inspection certificate, the demurrage and despatch rates, and what happens if the buyer fails to open a letter of credit in time. For manufactured goods and long-term supply, we look at warranties, rejection procedures and price review. Liquidated damages must be a reasonable pre-estimate, because Indian courts do not enforce penalties as such.
We then make the dispute clause work: a named institution, seat, governing law, English as the language of the arbitration and the right to seek interim relief from Indian courts. If the Indian buyer gives a guarantee or post-dated cheques, we check their enforceability. Contracts brought into India should be stamped within three months of receipt to be admissible in Indian proceedings. Payment terms should also respect FEMA rules on import payments by Indian buyers, which can affect advance payments and delayed settlement.
What clients in Indonesia should know
- Indonesia's language law generally requires agreements with Indonesian parties to be in Indonesian, so bilingual contracts should state which version governs.
- ASEAN and India tariff benefits depend on correct certificates of origin, which the Indonesian seller should commit to provide.
- Indian buyers' import payments must follow FEMA timelines, so long credit periods need to be checked with the buyer's bank.
Step by step from Indonesia
Video consultation
A call at a time that suits Indonesia, after we have read your documents.
Documents signed in Indonesia
Indonesian notary (notaris), then apostille through the AHU system
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
Result and handover
Certified copies and originals are couriered to you in Indonesia where needed.
The full guide
This page covers what changes when you are in Indonesia. For the law, the documents and the step-by-step procedure, read our main page on Commercial Contracts, or see all services for clients in Indonesia and the Doing Business in India practice area.
Questions from clients in Indonesia
Can an Indonesian contract choose English law?
Yes, many commodity contracts do. Enforcement in India still depends on the dispute clause and Indian mandatory rules.
Is a Singapore seated award enforceable in India?
Yes. Singapore is a notified New York Convention country, and its awards are enforced under Part II of the Arbitration and Conciliation Act.
What if the contract has no arbitration clause?
The parties can still agree to arbitrate after a dispute arises. Otherwise a suit in an Indian commercial court is the usual route.