Master Sale Agreement for Hong Kong

Master Sale Agreement Template for Hong Kong

A Master Sale Agreement is a comprehensive commercial contract that establishes the framework for ongoing sales transactions between parties. Governed by Hong Kong law, this agreement sets out the fundamental terms and conditions that will apply to all future sales, including ordering processes, pricing mechanisms, delivery terms, quality standards, and risk allocation. It incorporates key provisions from Hong Kong's Sale of Goods Ordinance and related commercial legislation, providing a robust foundation for business relationships while ensuring compliance with local legal requirements and commercial practices.

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What is a Master Sale Agreement?

The Master Sale Agreement serves as the primary contractual framework for businesses engaging in repeated sales transactions in Hong Kong and international markets. This document is essential when parties anticipate multiple transactions over time and need a standardized approach to govern their sales relationship. It streamlines the procurement process by establishing standard terms, reducing the need for repeated negotiations on basic terms for each transaction. The agreement incorporates Hong Kong legal requirements, including provisions from the Sale of Goods Ordinance and Contract Ordinance, while addressing practical commercial needs such as ordering procedures, quality standards, and risk allocation. Typically used in business-to-business relationships, it provides flexibility through purchase orders while maintaining consistent overarching terms.

What sections should be included in a Master Sale Agreement?

1. Parties: Identification and details of the seller and buyer entities, including registered addresses and company numbers

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

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and hierarchy of documents

4. Scope of Agreement: Framework for purchase orders, exclusivity terms (if any), and territory coverage

5. Ordering Process: Procedures for submitting and accepting purchase orders, minimum order quantities

6. Pricing and Payment Terms: Price determination, payment terms, invoicing process, and currency specifications

7. Delivery and Risk: Delivery terms, Incoterms, transfer of risk and title, inspection rights

8. Quality and Specifications: Product specifications, quality standards, and compliance requirements

9. Warranties and Representations: Standard warranties regarding products, capacity to contract, and compliance with laws

10. Term and Termination: Duration of agreement, renewal terms, termination rights and procedures

11. Confidentiality: Protection of confidential information and trade secrets

12. Limitation of Liability: Caps on liability, exclusions, and indemnification provisions

13. Force Majeure: Events excusing performance, notification requirements, and consequences

14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

15. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes

What sections are optional to include in a Master Sale Agreement?

1. Intellectual Property Rights: Include when products involve IP rights, branding, or licensing requirements

2. Compliance with Laws: Add detailed compliance section for regulated industries or hazardous goods

3. Insurance: Include when specific insurance requirements are needed due to product nature or value

4. Performance Metrics: Add when service levels or key performance indicators are crucial

5. Data Protection: Include when personal data processing is involved in the sale relationship

6. Anti-Corruption: Add for international sales or when dealing with public sector customers

7. Product Support: Include for technical products requiring ongoing support or maintenance

8. Environmental Compliance: Add for products with environmental impact or sustainability requirements

What schedules should be included in a Master Sale Agreement?

1. Schedule 1 - Products and Pricing: Detailed list of products, specifications, and pricing structure

2. Schedule 2 - Service Levels: Performance metrics, response times, and quality standards

3. Schedule 3 - Order Form Template: Standard form for purchase orders under the agreement

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards for products

5. Schedule 5 - Territory: Defined geographical areas for sale and distribution

6. Appendix A - Contact Details: Key contacts and notice details for both parties

7. Appendix B - Quality Control Procedures: Detailed quality assurance and testing procedures

8. Appendix C - Return and Refund Policy: Procedures for handling defective products and returns

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Electronics

Automotive

Consumer Goods

Industrial Equipment

Chemicals

Pharmaceuticals

Food and Beverage

Textiles

Construction Materials

Energy

Telecommunications

Relevant Teams

Legal

Procurement

Sales

Supply Chain

Operations

Finance

Compliance

Commercial

Business Development

Risk Management

Relevant Roles

Procurement Manager

Commercial Director

Legal Counsel

Supply Chain Manager

Sales Director

Contract Manager

Chief Commercial Officer

Purchasing Officer

Operations Manager

Business Development Manager

Compliance Officer

Finance Director

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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