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1. Parties: Identifies and defines the seller and buyer with full legal names and addresses
2. Background: Sets out the context of the sale and general intention of the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Details the basic agreement to sell and purchase the goods subject to conditions
5. Description of Goods: Specific description of the goods being sold, including any serial numbers or identifying features
6. Purchase Price and Payment Terms: Details of the purchase price, payment schedule, and payment methods
7. Title and Risk: Provisions regarding retention of title until conditions are met and transfer of risk
8. Delivery and Acceptance: Terms regarding delivery of goods and acceptance procedures
9. Conditions of Sale: Specific conditions that must be met for the sale to become absolute
10. Warranties and Representations: Warranties regarding the goods and representations by both parties
11. Default and Remedies: Consequences of default and available remedies for both parties
12. Insurance: Requirements for insurance of goods during the conditional period
13. Termination: Circumstances under which the agreement can be terminated
14. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Security Interest: Additional security arrangements if required beyond title retention
2. Installation and Training: Include when the goods require installation or user training
3. Maintenance and Support: Include when ongoing maintenance or support is part of the agreement
4. Import/Export Requirements: Include for international sales requiring specific trade documentation
5. Intellectual Property: Include when the goods involve software, patents, or other IP rights
6. Third Party Rights: Include when third party rights need to be addressed under Cap. 623
7. Assignment and Sub-contracting: Include when either party may need to assign rights or obligations
8. Force Majeure: Include when specific force majeure provisions are needed beyond general law
1. Schedule 1 - Specification of Goods: Detailed technical specifications and descriptions of the goods
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment installments and dates
3. Schedule 3 - Delivery Schedule: Timing and locations for delivery if complex or multiple deliveries
4. Schedule 4 - Acceptance Tests: Specific tests or criteria for acceptance of the goods
5. Schedule 5 - Warranty Terms: Detailed warranty terms and procedures
6. Appendix A - Required Documentation: List of documents required for transfer of title
7. Appendix B - Insurance Requirements: Detailed insurance requirements and coverage specifications
8. Appendix C - Maintenance Procedures: When applicable, detailed maintenance requirements and procedures
Acceptance Certificate
Acceptance Tests
Applicable Law
Approved Credit Terms
Business Day
Commencement Date
Completion
Conditions
Conditional Period
Contract
Default Event
Default Interest
Default Notice
Delivery
Delivery Date
Deposit
Documentation
Effective Date
Encumbrance
Equipment
Final Payment
Force Majeure Event
Goods
Governing Law
Hong Kong
Initial Payment
Installation
Insurance Policy
Intellectual Property Rights
Interest Rate
Invoice
Liability
Maintenance
Material Adverse Change
Outstanding Balance
Party/Parties
Payment Date
Payment Schedule
Permitted Use
Purchase Price
Related Agreements
Relevant Period
Required Insurance
Risk
Sale
Security Interest
Seller's Warranties
Specification
Term
Territory
Title
Training
Transfer Date
Warranties
Sale and Purchase
Payment Terms
Delivery
Acceptance
Warranties
Risk Transfer
Insurance
Security Interest
Default
Remedies
Force Majeure
Termination
Assignment
Notices
Confidentiality
Entire Agreement
Amendment
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Indemnification
Liability Limitation
Representations
Further Assurance
Costs
Waiver
Set-off
Counterparts
Manufacturing
Industrial Equipment
Automotive
Electronics
Construction
Heavy Machinery
Consumer Goods
Medical Equipment
Agricultural Equipment
Technology
Telecommunications
Transportation
Retail
Legal
Finance
Sales
Procurement
Risk Management
Commercial
Operations
Treasury
Credit Control
Business Development
Legal Counsel
Commercial Director
Sales Manager
Finance Manager
Credit Controller
Risk Manager
Procurement Manager
Contract Administrator
Business Development Manager
Operations Manager
Chief Financial Officer
Commercial Manager
Asset Manager
Treasury Manager
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