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Supply Framework Agreement for Hong Kong

Supply Framework Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes a long-term framework for the supply of goods between parties. This document sets out the general terms and conditions under which specific purchase orders can be placed and fulfilled, including pricing mechanisms, quality standards, delivery terms, and risk allocation. It incorporates Hong Kong's commercial law principles, particularly the Sale of Goods Ordinance and Control of Exemption Clauses Ordinance, while providing flexibility for multiple transactions without the need to negotiate new terms for each order.

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What is a Supply Framework Agreement?

The Supply Framework Agreement is designed for businesses operating in or through Hong Kong that require a structured approach to recurring supply relationships. It is particularly useful when parties anticipate multiple transactions over time and want to avoid negotiating terms for each individual purchase. The agreement typically includes master terms governing quality, delivery, pricing mechanisms, and risk allocation, while allowing flexibility for specific orders through purchase order schedules. This document type is essential for businesses establishing long-term supply chains in Hong Kong and is drafted in compliance with Hong Kong commercial law, including the Sale of Goods Ordinance and related regulations. The framework nature of the agreement makes it especially valuable for businesses dealing with regular supply needs while maintaining the ability to adjust quantities and specifications through individual purchase orders.

What sections should be included in a Supply Framework Agreement?

1. Parties: Identification of the supplier and customer, including full legal names and registered addresses

2. Background: Context of the agreement, relationship between parties, and general intent of the framework

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Framework Structure: Explanation of how the framework operates, including its non-exclusive nature and relationship to individual purchase orders

5. Ordering Process: Procedures for placing, accepting, and fulfilling orders under the framework

6. Supply Obligations: Core obligations of the supplier regarding quality, quantity, and timing of supplies

7. Pricing and Payment: Price setting mechanisms, payment terms, and invoicing requirements

8. Delivery and Acceptance: Terms governing delivery, inspection, acceptance, and rejection of goods

9. Title and Risk: Transfer of ownership and risk in the supplied goods

10. Warranties and Quality: Warranties regarding the goods, quality standards, and fitness for purpose

11. Term and Termination: Duration of the framework and grounds for termination

12. Liability and Indemnity: Allocation of risks, limitation of liability, and indemnification obligations

13. Confidentiality: Protection of confidential information exchanged under the framework

14. Force Majeure: Handling of events beyond parties' reasonable control

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Supply Framework Agreement?

1. Intellectual Property Rights: Required when supplies involve IP rights or licensed materials

2. Data Protection: Include when personal data will be processed under the agreement

3. Anti-Corruption Compliance: Important for international supply relationships or public sector customers

4. Insurance: Include when specific insurance requirements are needed for high-value or high-risk supplies

5. Environmental Compliance: Required for supplies involving environmental considerations or hazardous materials

6. Import/Export Controls: Include for international supply arrangements

7. Service Levels: Required when specific performance metrics need to be maintained

8. Change Control: Include for complex supply arrangements where formal change processes are needed

9. Business Continuity: Important for critical supply relationships

10. Staff and Subcontractors: Include when supplier personnel will interact with customer or when subcontracting needs to be regulated

What schedules should be included in a Supply Framework Agreement?

1. Schedule 1 - Goods Description: Detailed specifications of goods to be supplied under the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price review mechanisms

3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement criteria

4. Schedule 4 - Ordering Procedure: Detailed ordering process including forms and timeframes

5. Schedule 5 - Technical Requirements: Technical specifications and standards for supplies

6. Schedule 6 - Contact Details: Key contacts and escalation procedures

7. Schedule 7 - Form of Purchase Order: Template purchase order form

8. Schedule 8 - Compliance Requirements: Specific regulatory or industry compliance requirements

9. Appendix A - Standard Operating Procedures: Detailed operational procedures for routine supply activities

10. Appendix B - Quality Control Procedures: Quality assurance and control processes

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions













































Clauses










































Relevant Industries

Manufacturing

Retail

Technology

Electronics

Consumer Goods

Industrial Equipment

Food and Beverage

Pharmaceuticals

Textiles

Automotive

Construction Materials

Chemical Products

Medical Supplies

Telecommunications

Energy

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Commercial

Finance

Logistics

Compliance

Risk Management

Quality Control

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Operations Director

Purchasing Officer

Sourcing Manager

Chief Operating Officer

Vendor Manager

Supply Chain Analyst

Category Manager

Business Development Manager

Logistics Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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