Supplier Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Supplier Agreement

"I need a Supplier Agreement for my Hong Kong-based technology company to engage a manufacturer in Shenzhen for producing custom electronic components, with strict quality control measures and IP protection provisions, starting from March 2025."

Document background
The Supplier Agreement is a crucial commercial contract used to establish and manage supply relationships in Hong Kong. It is particularly relevant when businesses need to formalize ongoing supply arrangements for goods or services, whether for regular operational needs or specific projects. The agreement incorporates key protections under Hong Kong law, including provisions from the Sale of Goods Ordinance, Contract Ordinance, and Supply of Services (Implied Terms) Ordinance. This document is essential for businesses operating in Hong Kong who need to ensure clear terms for quality standards, delivery requirements, pricing, payment terms, warranties, and risk allocation. The Supplier Agreement serves as both a legal safeguard and an operational framework, helping to prevent disputes and ensure smooth commercial relationships.
Suggested Sections

1. Parties: Identification of the supplier and customer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Supply Obligations: Core obligations of the supplier, including quality standards, delivery requirements, and performance metrics

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 any price adjustment mechanisms

7. Title and Risk: Transfer of ownership and risk in the goods

8. Quality and Inspection: Quality standards, inspection rights, and procedures for rejecting non-conforming goods

9. Warranties: Supplier's warranties regarding goods/services, including quality, fitness for purpose, and compliance with laws

10. Liability and Indemnity: Limitations of liability, indemnification obligations, and insurance requirements

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

13. Force Majeure: Events excusing performance and related procedures

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

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

Optional Sections

1. Intellectual Property: IP ownership, licenses, and protection - include when IP is created or transferred as part of the supply relationship

2. Data Protection: Compliance with PDPO and data handling requirements - include when personal data is processed

3. Compliance with Laws: Specific regulatory compliance obligations - include for regulated industries or products

4. Export Control: Export compliance requirements - include for international suppliers or controlled goods

5. Environmental Compliance: Environmental standards and certifications - include for environmentally sensitive products/services

6. Anti-Corruption: Anti-bribery and corruption provisions - include for high-risk jurisdictions or government-related supplies

7. Business Continuity: Disaster recovery and business continuity requirements - include for critical suppliers

8. Change Control: Procedures for changing specifications or terms - include for complex or long-term arrangements

9. Subcontracting: Rules regarding use of subcontractors - include when subcontracting is likely

Suggested Schedules

1. Schedule 1 - Goods/Services Specification: Detailed technical specifications of goods or services to be supplied

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or special pricing arrangements

3. Schedule 3 - Service Levels: Performance metrics, KPIs, and related service credit regime

4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement

5. Schedule 5 - Quality Standards: Detailed quality requirements and testing procedures

6. Schedule 6 - Key Contacts: Contact details for key personnel on both sides

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Schedule 8 - Data Processing Requirements: Specific data handling and protection requirements if applicable

9. Schedule 9 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Healthcare

Financial Services

Construction

Automotive

Electronics

Food and Beverage

Pharmaceuticals

Telecommunications

Logistics and Supply Chain

Professional Services

Energy and Utilities

Relevant Teams

Procurement

Legal

Operations

Finance

Supply Chain

Compliance

Risk Management

Quality Assurance

Commercial

Vendor Management

Contract Management

Relevant Roles

Procurement Manager

Supply Chain Director

Legal Counsel

Commercial Director

Operations Manager

Chief Financial Officer

Contract Manager

Vendor Relations Manager

Risk Manager

Compliance Officer

Quality Assurance Manager

Chief Operating Officer

Purchasing Officer

Business Development Manager

Finance Director

Industries
Sale of Goods Ordinance (Cap. 26): Governs contracts for the sale of goods, including terms about quality, fitness for purpose, and transfer of title. Essential for defining product specifications and quality standards in supplier agreements.
Contract Ordinance (Cap. 23): Provides the fundamental legal framework for contract formation, including offer, acceptance, consideration, and contractual terms. Forms the basic structure for the supplier agreement.
Supply of Services (Implied Terms) Ordinance (Cap. 457): Establishes implied terms in contracts for services, including requirements for reasonable care, skill, and timing of service delivery.
Personal Data (Privacy) Ordinance (Cap. 486): Regulates the collection, use, and handling of personal data. Relevant if the supplier will be handling personal data as part of their services.
Competition Ordinance (Cap. 619): Ensures fair competition and prohibits anti-competitive practices. Relevant for exclusivity clauses and pricing arrangements in supplier agreements.
Control of Exemption Clauses Ordinance (Cap. 71): Limits the extent to which liability can be excluded or restricted in contracts, important for liability and indemnity clauses.
Electronic Transactions Ordinance (Cap. 553): Provides legal recognition of electronic signatures and records. Relevant if the agreement will be executed electronically or if services involve electronic transactions.
Trade Descriptions Ordinance (Cap. 362): Prohibits false trade descriptions and misstatements about goods. Important for product specifications and supplier warranties.
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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