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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.

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