This Supply Contract Form is designed for use in commercial supply relationships governed by Hong Kong law, where parties seek to establish a formal framework for the regular supply of goods. It is particularly suitable for ongoing supply arrangements rather than one-off purchases, incorporating comprehensive terms that address ordering mechanisms, delivery requirements, quality standards, and risk allocation. The document is structured to comply with Hong Kong's commercial laws, including the Sale of Goods Ordinance and Control of Exemption Clauses Ordinance, while maintaining commercial practicality. This form can be used for both domestic Hong Kong trade and international supply relationships, providing flexibility to accommodate various business needs while ensuring legal compliance and risk management.
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1. Parties: Identification and details of the supplier and buyer
2. Background: Context of the supply arrangement and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Supply Obligations: Core obligations regarding the supply of goods, including quantity, quality, and specifications
5. Ordering Process: Procedures for placing and accepting orders
6. Delivery: Delivery terms, timing, location, and transfer of risk
7. Price and Payment: Pricing structure, payment terms, invoicing, and payment methods
8. Quality and Inspection: Quality standards, inspection rights, and acceptance/rejection procedures
9. Warranties: Warranties regarding goods quality, compliance with specifications, and fitness for purpose
10. Title and Risk: Transfer of title and risk in the goods
11. Term and Termination: Duration of the agreement and termination rights
12. Liability and Indemnity: Limitation of liability and indemnification provisions
13. Confidentiality: Protection of confidential information
14. Force Majeure: Events excusing performance and consequences
15. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property: Required when supply involves branded goods or technology transfer
2. Compliance with Laws: Detailed compliance obligations for regulated industries or products
3. Insurance: Specific insurance requirements for high-value or high-risk supplies
4. Security: Required when advance payments or performance security is needed
5. Environmental Compliance: For supplies involving environmental considerations or hazardous materials
6. Data Protection: When personal data processing is involved in the supply arrangement
7. Anti-Corruption: For international supplies or when dealing with government entities
8. Change Control: For long-term supplies where specifications or requirements may change
9. Service Levels: When supply includes service elements with performance metrics
10. Business Continuity: For critical supplies requiring disaster recovery planning
1. Product Specifications: Detailed technical specifications of goods to be supplied
2. Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Delivery Schedule: Specific delivery locations, timeframes, and any special delivery requirements
4. Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
5. Key Performance Indicators: Metrics for measuring supplier performance
6. Form of Purchase Order: Standard form for placing orders under the agreement
7. Contact Details: Key contact persons and their details for both parties
8. Special Handling Requirements: Any special requirements for handling, storage, or transportation of goods
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