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1. Parties: Identification and details of the seller and buyer
2. Background: Context of the transaction and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase the machinery, including basic description and quantity
5. Price and Payment Terms: Purchase price, payment schedule, and payment methods
6. Delivery and Installation: Terms regarding delivery timing, location, and basic installation requirements
7. Title and Risk: Transfer of ownership and risk in the machinery
8. Warranties and Representations: Warranties regarding machinery condition, performance, and fitness for purpose
9. Inspection and Testing: Rights and procedures for inspecting and testing the machinery
10. Defects and Returns: Process for handling defective machinery and return procedures
11. Limitation of Liability: Limitations on seller's liability in compliance with Hong Kong law
12. Force Majeure: Provisions for unforeseen circumstances affecting contract performance
13. Termination: Circumstances and procedures for contract termination
14. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Training and Documentation: Required when the machinery needs specific operator training or technical documentation
2. Maintenance and Support: Include when ongoing maintenance or support services are part of the deal
3. Intellectual Property: Necessary when the machinery involves proprietary technology or software
4. Export/Import Requirements: Include for international sales requiring specific trade documentation
5. Insurance: Details of required insurance coverage during transit and installation
6. Confidentiality: Include when sensitive technical information or trade secrets are involved
7. Spare Parts and Consumables: Include when specific arrangements for spare parts supply are needed
8. Environmental Compliance: Required when machinery has specific environmental impact considerations
1. Schedule 1 - Machinery Specifications: Detailed technical specifications, model numbers, and performance requirements
2. Schedule 2 - Price Breakdown: Detailed breakdown of price components including base price, installation, training if applicable
3. Schedule 3 - Delivery Schedule: Detailed timeline for delivery, installation, and commissioning
4. Schedule 4 - Acceptance Tests: Specific tests and criteria for accepting the machinery
5. Schedule 5 - Warranty Terms: Detailed warranty terms, conditions, and claim procedures
6. Appendix A - Technical Drawings: Technical drawings and specifications of the machinery
7. Appendix B - Maintenance Schedule: Recommended maintenance schedule and procedures
8. Appendix C - Safety Requirements: Safety guidelines and compliance requirements for operation
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