General Terms and Conditions

Buying Agent Services — CV Eclectik Asia, Bali, Indonesia — Version 1.1


These General Terms and Conditions ("the Terms") govern all sourcing and buying agent services provided by CV Eclectik Asia, registered in Bali, Indonesia ("Eclectik Asia"), to any individual or company engaging its services ("the Client").
0. Definitions

0.1  "Introduced Supplier" means any supplier, workshop, manufacturer or producer whose name, contact details, location or identity has been disclosed to the Client by Eclectik Asia, whether through the Platform, a purchase order, a packing list, a quotation, a sample, a visit or any other communication. This applies to suppliers introduced at any time, including before the date on which the Client accepted these Terms.

0.2  "Platform" means Eclectik Asia's online order management platform, currently available at sourcing.eclectik.asia.

0.3  "Order" means any purchase of goods from a supplier made on behalf of the Client.

1. Scope of Services

1.1  The Client appoints Eclectik Asia as its buying agent for the sourcing and procurement of products, merchandise and suppliers from Indonesia.

1.2  Eclectik Asia shall:

  • 1.2.1  Identify and negotiate with suppliers for the purchase of products on behalf of the Client.
  • 1.2.2  Use reasonable efforts to ensure that products meet the Client's quality standards and specifications as communicated in writing.
  • 1.2.3  Provide regular updates on sourcing progress and activities.
  • 1.2.4  Comply with all applicable laws and regulations.
  • 1.2.5  Use reasonable efforts to work with suppliers that meet acceptable standards of quality and ethical practice.

1.3  Eclectik Asia acts as an agent only. The supplier remains solely responsible for the manufacture, quality and conformity of the goods it produces.

2. Commission & Payment

2.1  Eclectik Asia's base commission is 10% of the supplier's net invoice price, unless a different rate has been agreed in writing for a specific Order.

2.2  In the event that sourcing requires travel outside Bali, Eclectik Asia will provide a cost projection and wait for written approval before proceeding.

2.3  Commission payments shall fall due as follows:

  • 50% within 10 business days of the Client's payment of the deposit to the supplier.
  • The remaining 50% within 10 business days of the Client's receipt of the soft copy of the bill of lading and packing list.

2.4  All payments are exclusive of any applicable taxes, duties or bank transfer charges, which remain the Client's responsibility.

3. Expenses

3.1  All sourcing activities within Bali are included in the standard commission.

3.2  Any travel or expenses outside Bali require prior written approval from the Client.

3.3  Any other expenses incurred on behalf of the Client must be pre-approved in writing and supported by valid receipts.

4. Pricing and Ordering

4.1  Eclectik Asia shall use reasonable efforts to obtain competitive prices for all goods procured.

4.2  Eclectik Asia shall not place any Order without prior written approval from the Client.

4.3  Logistics and export documentation are not within Eclectik Asia's scope, but facilitation with freight forwarders can be arranged upon request.

5. Compliance with Laws

5.1  Eclectik Asia shall comply with all applicable laws and regulations in Indonesia, including anti-bribery, anti-corruption and export regulations.

6. Governing Law and Jurisdiction

6.1  These Terms shall be governed by the laws of the Republic of Indonesia.

6.2  Any disputes shall first be subject to good-faith negotiations. If unresolved within 30 days, the dispute shall be referred to arbitration under BANI rules.

7. Force Majeure

7.1  Eclectik Asia shall not be liable for delays caused by circumstances beyond its control, including acts of God, pandemics, strikes or supplier default.

7.2  If a force majeure event persists for more than 60 days, either party may terminate without penalty.

8. Currency and Payment

8.1  All supplier invoices are denominated in Indonesian Rupiah (IDR). Commission is calculated on the IDR net invoice price.

8.2  All bank transfer fees and currency conversion costs are the sole responsibility of the Client.

9. Term and Termination

9.1  These Terms remain in force until terminated by either party with 30 days' written notice.

9.2  All commissions due for Orders placed prior to termination remain payable in full.

9.3  Eclectik Asia reserves the right to terminate immediately in the event of non-payment or material breach.

9.4  Sections 2, 8, 10 and 15 survive termination.

10. Non-Circumvention

10.1  The Client shall not, directly or through any third party, contact, negotiate with or place orders with any Introduced Supplier without the prior written consent of Eclectik Asia and payment of the applicable commission.

10.2  This restriction applies to all Introduced Suppliers, including those introduced before the Client's acceptance of these Terms, during the term of the business relationship and for 2 years following its termination.

10.3  In the event of a breach, Eclectik Asia shall be entitled to claim commission at the rate set out in section 2.1 on all orders placed directly or indirectly with Introduced Suppliers.

10.4  All communication with Introduced Suppliers shall take place through Eclectik Asia, or with its prior written approval.

11. Acceptance

11.1  These Terms are accepted by ticking the acceptance checkbox on the Platform, by sending a written sourcing request, or by placing an Order.

11.2  Acceptance on the Platform is recorded with the user's identity, date and time, IP address and the version of the Terms accepted. This record constitutes evidence of acceptance.

11.3  The person accepting these Terms confirms that they are authorised to bind the Client.

11.4  Acceptance constitutes a legally binding agreement with CV Eclectik Asia, registered in Bali, Indonesia.

12. Transparency

12.1  Eclectik Asia confirms that no hidden margin or commission is received from suppliers. The Client pays only the supplier's net invoice price plus Eclectik Asia's stated commission.

13. Communication

13.1  Eclectik Asia will respond to all Client inquiries within 24 business hours.

14. Amendments

14.1  Eclectik Asia may update these Terms. Each version is numbered and dated.

14.2  A new version applies to the Client once accepted on the Platform. Until then, the last accepted version remains in force.

15. Entire Agreement

15.1  These Terms supersede any previous agreement, contract or understanding between the parties relating to the same services, including any agreement that has expired.

15.2  Any specific condition agreed in writing for a particular Order (such as a different commission rate) applies to that Order only and does not modify the rest of these Terms.

16. Severability

16.1  If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.