Supply Agreement

A Supply Agreement in Hong Kong is a legally binding contract between a supplier and a buyer that outlines the terms under which goods or services will be provided. It governs the commercial relationship, clarifies obligations, and reduces legal risks related to delivery, payment, liability, and quality.
This agreement is widely used in manufacturing, wholesale, retail, and service industries. For legal definitions and regulatory frameworks relevant to commercial contracts, refer to the Hong Kong e-Legislation platform. It ensures that both parties understand their rights and responsibilities and provides recourse in case of breach or dispute.

A comprehensive Supply Agreement in Hong Kong includes several key clauses to ensure commercial clarity and legal compliance:

Yes. A Supply Agreement in Hong Kong can be either exclusive or non-exclusive depending on the business arrangement:

The type of agreement should be clearly stated in the clause titled “Exclusivity” and should outline territory, duration, and any performance thresholds.

The payment clause in a Hong Kong Supply Agreement should cover:

It’s essential to comply with Hong Kong’s rules on tax invoicing, such as those published by the Inland Revenue Department (IRD), and to include a provision for dispute resolution if payments are contested.

A well-drafted Supply Agreement offers mutual protection by:

Both parties benefit from having documented evidence of agreed terms, which can be enforced in Hong Kong courts if necessary. For more information about how commercial contracts are adjudicated in Hong Kong, visit the Hong Kong Judiciary website. Engaging a professional or advisor to support your sourcing operations? Download the Consulting Agreement to protect both parties and outline duties, deliverables, and compensation terms.

In the event of a breach of contract (non-delivery, delayed payment, defective goods), the non-breaching party may take the following actions under Hong Kong law:

A Supply Agreement governs the direct relationship between a manufacturer or supplier and a buyer. The buyer may use the goods internally or resell them in accordance with the agreement’s terms.

A Distribution Agreement, on the other hand, typically involves a distributor who purchases goods to resell them in a defined territory. The distributor often handles marketing, sales, and customer support functions, assuming more commercial responsibilities than a regular buyer.

Termination of a Supply Agreement in Hong Kong must follow the procedure defined in the contract. Common grounds include:

Most agreements require a written termination notice with a minimum period (30 days). It’s essential to keep proper documentation to avoid disputes.

Yes, a Supply Agreement in Hong Kong can be amended post-signature, but only with mutual written consent of both parties. Any changes to pricing, volume, delivery schedules, or scope of goods must be formalized in an Amendment Agreement or addendum signed by both parties. This ensures continued enforceability and avoids misunderstandings. Collaborating on long-term supply chain projects or joint sourcing ventures? Download the Partnership Agreement to formalize roles, capital contributions, and decision-making authority under Hong Kong law.

In Hong Kong’s dynamic commercial environment, a well-prepared Supply Agreement is critical for operational success and legal protection. It governs expectations, reduces risk, and ensures compliance with Hong Kong commercial laws. If you need assistance drafting or reviewing your Supply Agreement, Themis Partner offers industry-standard templates and tailored legal support for businesses operating in or through Hong Kong. Download your Supply Agreement template today to secure your transactions and protect your commercial interests under Hong Kong law.