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1. Parties: Identification and details of the supplier and buyer, including registered addresses and company numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply of Goods: Core obligation to supply goods, including quantity, quality standards, and compliance with specifications
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Price and Payment: Pricing structure, payment terms, invoicing requirements, and payment method
7. Delivery: Delivery terms, timing, location, and passing of risk and title
8. Quality and Inspection: Quality standards, inspection rights, and procedures for accepting or rejecting goods
9. Warranties: Warranties regarding the goods' quality, fitness for purpose, and compliance with specifications
10. Term and Termination: Duration of the agreement and circumstances allowing termination
11. Liability and Indemnity: Limitation of liability and indemnification obligations
12. Force Majeure: Events excusing performance and procedures for handling force majeure situations
13. Confidentiality: Protection of confidential information exchanged during the business relationship
14. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendment process, and entire agreement
1. International Shipping Terms: Include when goods are being imported/exported, specifying Incoterms and customs responsibilities
2. Intellectual Property: Include when the goods involve branded products or licensed intellectual property
3. Exclusivity: Include when the supplier is granted exclusive rights or territory
4. Insurance: Include when specific insurance requirements are needed beyond standard coverage
5. Compliance with Laws: Include when goods are regulated or require specific certifications
6. Storage and Handling: Include for goods requiring special storage conditions or handling procedures
7. Product Recall: Include for consumer goods or products where recall procedures are important
8. Marketing and Promotion: Include when parties need rights to use each other's brands for marketing
9. Data Protection: Include when personal data will be processed in connection with the supply
10. Environmental Compliance: Include when goods have environmental impact or sustainability requirements
1. Schedule 1 - Goods Specification: Detailed technical specifications, drawings, or descriptions of the goods
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Performance metrics for delivery times, quality standards, and response times
4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement
5. Schedule 5 - Quality Control Procedures: Detailed procedures for quality testing and acceptance
6. Schedule 6 - Delivery Locations: List of approved delivery locations and any special delivery requirements
7. Schedule 7 - Key Contacts: Contact details for key personnel responsible for contract management
8. Appendix A - Compliance Certificates: Copies of required regulatory certificates or compliance documentation
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