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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
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
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
Affiliate
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Price
Defect
Delivery Date
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Intellectual Property Rights
Invoice
Laws
Losses
Material Adverse Change
Minimum Order Quantity
Order
Party/Parties
Payment Terms
Products
Purchase Order
Quality Standards
Rejection Notice
Related Persons
Schedules
Specifications
Subsidiary
Term
Territory
Third Party
Trade Terms
Transaction Documents
Warranty Period
Working Hours
Definitions
Sale and Purchase
Ordering Process
Pricing
Payment Terms
Delivery
Title and Risk
Quality Assurance
Product Specifications
Warranties
Representations
Acceptance and Rejection
Term
Termination
Force Majeure
Confidentiality
Intellectual Property
Liability Limitation
Indemnification
Insurance
Compliance with Laws
Anti-Corruption
Data Protection
Record Keeping
Audit Rights
Assignment
Subcontracting
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Manufacturing
Retail
Technology
Electronics
Automotive
Consumer Goods
Industrial Equipment
Chemicals
Pharmaceuticals
Food and Beverage
Textiles
Construction Materials
Energy
Telecommunications
Legal
Procurement
Sales
Supply Chain
Operations
Finance
Compliance
Commercial
Business Development
Risk Management
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
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