This Sole Supply Agreement template is designed for use in commercial transactions governed by Hong Kong law where parties wish to establish an exclusive supply arrangement. It is particularly suitable when a buyer seeks to secure a dedicated supply source or a supplier wants to establish a committed sales channel. The agreement covers essential elements including product specifications, pricing mechanisms, minimum purchase obligations, quality standards, and delivery terms. It incorporates relevant Hong Kong legal requirements, particularly those under the Competition Ordinance regarding exclusive arrangements, the Sale of Goods Ordinance, and general contract law principles. The document is structured to provide comprehensive protection for both parties while ensuring compliance with Hong Kong's regulatory framework.

1. Parties: Identifies and provides full legal details of the supplier and buyer entering into the agreement

2. Background: Sets out the context of the agreement and the parties' intentions regarding the exclusive supply arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Appointment and Exclusivity: Establishes the exclusive supply relationship and its scope, including any territorial restrictions

5. Supply Obligations: Details the supplier's obligations regarding product supply, including minimum quantities and delivery terms

6. Purchase Obligations: Specifies the buyer's commitment to purchase, including minimum purchase quantities if applicable

7. Ordering Process: Outlines the procedure for placing and accepting orders

8. Price and Payment: Specifies product pricing, payment terms, and any price adjustment mechanisms

9. Quality and Specifications: Sets out product quality requirements and compliance with specifications

10. Delivery and Risk: Details delivery terms, transfer of risk, and acceptance procedures

11. Term and Termination: Specifies the duration of the agreement and grounds for termination

12. Warranties and Indemnities: Contains product warranties and related indemnities

13. Confidentiality: Protects confidential information exchanged between the parties

14. Force Majeure: Addresses circumstances beyond parties' control affecting performance

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

16. General Provisions: Contains standard boilerplate clauses including notices, assignment, and entire agreement