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Whole Sale Contract Template for Hong Kong

A comprehensive commercial agreement governed by Hong Kong law that establishes the terms and conditions for wholesale trading relationships between suppliers and buyers. The document outlines crucial elements including ordering processes, pricing structures, delivery terms, quality standards, and risk allocation. It incorporates Hong Kong's specific legal requirements under the Sale of Goods Ordinance and related commercial legislation, while providing a framework for bulk purchase and supply arrangements, payment terms, and dispute resolution mechanisms specific to the Hong Kong jurisdiction.

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What is a Whole Sale Contract?

The Wholesale Contract serves as a fundamental legal instrument for businesses engaged in bulk trading relationships in Hong Kong. This document is essential when establishing ongoing commercial relationships involving regular large-scale purchases and supplies. The contract incorporates key provisions required under Hong Kong law, including elements from the Sale of Goods Ordinance and Contract Ordinance, while addressing specific commercial needs such as minimum order quantities, pricing structures, and delivery arrangements. It's particularly suited for businesses looking to establish long-term wholesale trading relationships with clear terms regarding product specifications, quality standards, payment terms, and risk allocation. The document provides comprehensive protection for both suppliers and buyers while maintaining flexibility for specific commercial requirements.

What sections should be included in a Whole Sale Contract?

1. Parties: Identifies and provides full legal details of the wholesaler and buyer

2. Background: Briefly outlines the context of the agreement and the parties' intention to enter into a wholesale relationship

3. Definitions: Defines key terms used throughout the agreement

4. Supply of Goods: Details the core obligation to supply goods, including quality standards and specifications

5. Ordering Process: Specifies how orders will be placed, confirmed, and processed

6. Pricing and Payment Terms: Sets out pricing structure, payment methods, and payment timing

7. Delivery and Risk: Specifies delivery terms, timing, logistics, and point of risk transfer

8. Title and Risk: Establishes when ownership transfers and who bears risk at different stages

9. Quality and Inspection: Details quality standards, inspection rights, and rejection procedures

10. Warranties and Representations: Lists warranties given by both parties regarding products and business operations

11. Term and Termination: Specifies contract duration and circumstances for termination

12. Confidentiality: Protects confidential information exchanged during the business relationship

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

14. General Provisions: Contains standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Whole Sale Contract?

1. Minimum Purchase Requirements: Used when the buyer must commit to minimum purchase quantities or values

2. Exclusivity: Include when either party is granted exclusive rights in certain territories or for certain products

3. Returns and Refunds: Needed when specific return policies beyond statutory requirements are agreed

4. Marketing and Branding: Required when the agreement includes terms about how products can be marketed or branded

5. Storage and Warehousing: Include when specific storage requirements or warehousing services are part of the agreement

6. Insurance Requirements: Used when specific insurance coverage is required beyond standard practice

7. Intellectual Property: Include when IP rights need protection or licensed use is granted

8. Data Protection: Required when personal data processing is involved in the business relationship

What schedules should be included in a Whole Sale Contract?

1. Product Specifications: Detailed technical specifications and requirements for all products covered

2. Price List: Comprehensive list of products and their prices, including any volume discounts

3. Delivery Locations: List of approved delivery locations and any specific delivery requirements

4. Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria

5. Service Level Agreement: Specific performance metrics and service levels to be maintained

6. Authorized Representatives: List of personnel authorized to place and accept orders

7. Return Procedures: Detailed procedures for handling returns and claims

8. Form of Purchase Order: Standard template for purchase orders to be used under the agreement

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Ƶ

Cost

Free to use

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