First reminder for unpaid outstanding invoice after the provision of goods and services that have been overdue. Suggest that there may have been an oversight.

Payment Reminder  for Goods and Services

Standard terms and conditions for a website that has content creating features and interactive services. This is drafted in favour of the Company and the user deemed to have accepted them by using the service.

Terms and Conditions for Online Marketplace

Proforma Invoice for the purchase of goods.

Proforma Invoice

This is a weight list to be used in international trade transactions. It records the weight of the goods being shipped for the benefit of the forwarder and consignee as part of an international trade transaction.

Weight List

This is a packing list to be used in international trade. A packing list records key information regarding goods that are being shipped, such as their weight, volume, and quantity.

Packing List

This is an inspection certificate to be issued by an organisation following inspection of goods to certify that the goods have been manufactured in compliance with the specifications as requested by the buyer.

Inspection Certificate

This Manufacturing Service Agreement is drafted for a Manufacturer to provide manufacturing services to a Client on a subcontracting basis through consignment to conform to the Manufacturer's requirements. This is drafted as a service rather than the sale and purchase of products. This agreement is drafted in neutral form.

Manufacturing Services Agreement - Subcontracting by Consignment

This is a set of Standard Terms and Conditions for the sale or purchase of goods providing a framework for individual sale and purchase transactions drafted in favour of the Seller.

Terms and Conditions for Sale of Goods

This Agreement is drafted for the purpose of a Hire and Purchase Transaction between an Owner and a Hirer. This agreement is drafted in neutral form and includes clauses relating to delivery, warranty, title and payment.

Hire and Purchase Agreement

Referral Fee Agreement where Referrer may refer potential customers to Seller for a referral fee on a non-exclusive basis. The referral fee can be fixed or as a % of the net value of goods and services. This agreement is drafted in neutral form.

Referral Fee Agreement

Drop Shipping Agreement to provide a framework for the sale of supplier's products to the Vendor's customers on its website. This form is drafted in neutral form.

Dropshipping Agreement

Mutual Referral Agreement is entered between two parties wherein each party refers potential clients to the other in exchange for a commission / referral fee.

Mutual Referral Agreement

A Sub-Contracting Master Contract to provide a framework for performing continuous services for customers of the Company. Each job is defined by a Job Order.  This agreement is drafted in Neutral form.

Sub-Contracting Master Agreement

An invoice for the purchase of product / goods with details of the salesperson.

Invoice for Purchase

Coronavirus Notice to Customers / Clients. COVID 19 Safety Protocol for the re-opening of shop / restaurant with liability disclaimer / waiver / declaration from customers that they assume the COVID-19 risks and hold the shop / restaurant harmless from liabilities.

COVID-19 Safety Protocol and Liability Disclaimer / Waiver / Declaration from Customer

A Purchase Order (PO) from the Buyer to the Seller for the purchase of product / goods.

Purchase Order (PO)

One way Non Compete and Non Solicitation agreement for discussion of business relationship. It imposes a unilateral non-compete and non-solicitation obligation on one party. This is drafted in short and simple form to procure signing without negotiation. This is drafted in neutral form.

Non-compete and Non-solicitation Agreement for Business

Terms and Conditions of Service

Commonly used disclaimers to limit potential liabilities arising from specific points in emails, websites and applications (in particular where liability falls outside the Website Terms & Conditions).

Disclaimers for Website / Application / Email

A standard shipping policy listed on your website to ensure consumers are well aware of the details of your shipping policy.

Shipping Policy

Two way Non Disclosure agreement for disclosing the details of a Transaction. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This is drafted in neutral form.

NDA / Confidentiality Agreement for Transaction (Two way / Mutual)

A simple novation agreement to novate the rights and obligations of the transferor to the transferee with the consent of the counterparty. A partial transfer of all the transferor's rights and release the transferor's obligations under the Agreement to that extent. The transferor otherwise continues as a party to the Agreement.

Novation Agreement

Three way Non Disclosure agreement for discussion of business relationship. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This is drafted in neutral form.

NDA / Confidentiality Agreement for Business (Three way / Mutual)

One-way NDA / Confidentiality Agreement for discussion of the business relationship. It imposes a unilateral obligation of confidentiality on the party who receives the information. This is drafted in Neutral form.

NDA / Confidentiality Agreement for Business (One way / Unilateral)

This is a two-way Confidentiality/Non-Disclosure Agreement (NDA) for discussion of the business relationship with a mutual obligation of confidentiality. This is drafted in neutral form.

Confidentiality / Non Disclosure Agreement (NDA) for Business (Two way / Mutual)

There are many elements of consideration when it comes to conducting business deals with a foreign company. Depending on the rules that apply, the result of each process may differ, such as the negotiation phase, concluding a contract, executing the transaction and dealing with breach of contract.



Conducting Due Diligence



Due Diligence, in the context of conducting business deals, is an inspection process to confirm the legitimacy of certain matters or details of a transaction. For example, in the context of conducting a business with a foreign company, you may want to check whether the prospective business partner is a company that is duly registered in the company's registry in that foreign country. 



The Governing Law of the contract



The choice of law that governs the contract will directly affect the types of remedies that a party may be entitled to. Also, where there are ambiguities within the contract, the governing rules of the contract will determine how the contract should be interpreted. 



Dispute Resolution & Jurisdictional Clauses 



In a business transaction, conflicts are bound to arise and it is common for businesses to litigate or arbitrate on contractual matters. Some businesses may wish to resolve their matters in arbitration, as the award may be enforced in multiple jurisdictions. Some companies may choose litigation as the hearing is public and hence there are more transparency and accountability in the entire process.



ExampleIf a Hong Kong company is conducting business with a Singaporean Company, they may choose to go to resolve their disputes under arbitration if their contract permits such a method of dispute resolution. Both Hong Kong and Singapore are parties to the New York Convention, hence, the award rendered in either jurisdiction will generally be enforceable. It may only be set aside under very limited circumstances. See Article V of the New York Convention for more information on grounds to set aside an

What do I need to consider before having business dealings with foreign companies?

When importing or exporting goods abroad, there are many documents that are involved in this process. These can either be border measures or domestic requirements of the importing or exporting country.



Here are the following documents that may be needed for International Trade:



Inspection Certificate



An inspection certificate certifies that certain goods have been manufactured or produced in conformity with the specifications as made in the sale of goods agreement pertaining to the goods. The goods will be inspected to ensure conformity with all specifications including with regards to quality, quantity and tariff classifications. 



Proforma Invoice 



The purpose of a proforma invoice is to provide the buyer with a precise price payable for the goods being purchased. A proforma invoice is also used by customs to determine whether any duties are payable on the goods. 



Bills of Exchange



This is a written document where an exporter requests the importer a certain amount of money in the future. The importer also agrees to pay this sum of money on a particular date or before that. 



Commercial Invoice



This document should be provided by the seller to the buyer. The custom authorities of the importing country will use this document to evaluate the good imported into the country for the purposes of tariff classification.



Packing List 



This document records important information about goods being shipped including descriptions, weight, quantity and dimensions of the good being shipped. This information is important to the different parties to the international trade transaction including the exporter, consignee and forwarder.



Weight List



A weight list is a document that records the weight of goods being shipped as part of an international trade transaction. It is particularly common in international trade transactions for commodities – such as cocoa, rice, coffee, sugar etc. This is because, weight is the key metric to quantify the

What are the documents needed for International Trade?

The Sale of Goods Ordinance (“SOGO”)  sets out the following remedies for the seller:



claim price of the goods; damages for non-acceptance;right to lien;withhold delivery;the right to resale



1. Action for the price (section 51, SOGO)



If the buyer wrongfully neglects/refuses to pay the price for the goods and the property in the goods has been passed to the buyer, the seller may maintain an action against the buyer for the price of the goods. 



However, if the price of the goods is payable on a certain date irrespective of delivery, the seller can also claim for the price of goods if the buyer fails to pay such price. In that case, it is irrelevant if the property in the Goods has not passed, and the goods have not been appropriated to the contract. .



2. Damages for non-acceptance (section 52, SOGO)



A seller can also claim damages for loss arising due to the buyer's wrongful failure to accept and pay for the goods. The measure of damages is the estimated loss directly and naturally resulting from the buyer’s breach of contract. 



Where there is an available market for the goods in question, the measure of damages is generally to be determined by the difference between the contract price and the market or current price at the time(s) when the goods ought to have been accepted; if no time was fixed for acceptance, then at the time of the neglect or refusal to accept. 



3. Right to a lien 



As per sections 41 and 43 of SOGO, an unpaid seller has a lien over the goods or a right to retain possession of the goods until the price is paid.



4. Right to withhold delivery 



In addition to other remedies, an unpaid seller can withhold delivery of the goods when property in the goods has not yet passed to the buyer. 



When a buyer is insolvent, the unpaid seller, even though he/she no longer has possession of the goods, has the right to stop the goods in transit and to retain possession until paid.



5. Right of resale 



Under section 41 of

What remedies are available to the seller if the buyer refuses to pay for the goods?

In case of breach of a contract for the sale of goods, the common remedies available are the following: damages, rectification, rescission, specific performance, injunction and restitution. 



1. Damages



Damages are the most common remedy sought by the innocent party, who is entitled to claim damages as compensation for loss arising directly and naturally, in the ordinary course of events, from the breach of contract. However, the non-breaching party/innocent party has a duty to mitigate the loss i.e. it must take reasonable steps to minimize the loss if the contract is breached. 



In the case of non-acceptance of goods or non-delivery of goods, where there is an available market for the goods in question, the damages are calculated based on the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted or delivered.



Generally, damages that are remote are not recoverable i.e. the damages are reasonably contemplated by both parties at the time of entering into the contract then they can be recovered. 



2. Rectification



If a written contract does not accurately convey the specific agreement made by the parties, a court can order an alteration of the written contract to properly reflect the true intention of the parties. 



This is an equitable remedy for altering a contract to reflect the true intention of the parties at the time when the contract was entered into. It is generally allowed when there is an error/mistake in the contract. It is often granted together with specific performance.



3. Rescission



Rescission is when a contract is set aside and the parties are put back to their pre-contractual position. It is an equitable remedy and a court can set aside a contract by reason of misrepresentation, mistake, duress or undue influence.



4. Specific Performance



Specific performance is also an equitable remedy, whereby a court issues an order requiring a party to

What are the main remedies for breach of a sale of goods contract?

1. General rule: Risk follows the ownership



Under section 22 of the Sales and Goods Ordinance (SOGO), unless otherwise agreed, the goods remain at the seller's risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer the goods are at the buyer's risk, whether delivery has been made or not.



The general rule is that the risk of accidental loss/damage lies with the party who has property in the goods. 



2. Exceptions to the “risk follows ownership” rule 



However, there are 3 exceptions to the general rule:



1. “Unless otherwise agreed”



Parties are free to agree that risk passes before ownership when drafting the agreement. Usually, a “retention of title clause” will be included in the contract to clearly set out the intention of both parties.



2. Either party was at fault 



Section 22 of SOGO stipulates that “provided that where delivery has been delayed through the fault of either seller or buyer, the goods are at the risk of the party in fault as regards any loss which might not have occurred but for such fault”.



3. Bailment



Under section 22 of SOGO, it is provided that “nothing in this section shall affect the duties or liabilities of either seller or buyer as a bailee of the goods of the other party”. 



It is a general rule of bailment that the party (even though not the owner) in possession must take reasonable care of the goods. For instance, the seller must take reasonable care of the goods even though property in them has passed to the buyer.

When does risk in relation to the goods pass to the buyer?

The title to goods passes when the parties intend it to pass. 



There are generally 2 approaches when considering the question of when does title to the goods passes to the buyer if not agreed by the parties:



a. Specific Goods 



What are Specific Goods? 



The definition of “specific goods” is set out in section 2(1) of the Sale of Goods Ordinance (SOGO): 



“Goods identified and agreed upon at the time a contract of sale is made”. 



Relevant laws 



If the transaction involves specific goods, then it is always the first step to check the contract to see if there is any intention as to when the property is to pass (section 19 of SOGO). 



If not agreed by the parties in the contract, then the default rules in section 20 of SOGO Rules 1- 4 would be applicable to ascertain the intention of the parties as to when the title is transferred:



Rule 1: Where there is an unconditional contract for specific goods and the goods have been put in a deliverable state, the property passes at the time of the contract and it is immaterial whether the time of payment or the time of delivery or both, be postponed.



Rule 2: Where there is a contract for the sale of specific goods and the seller is bound to do something to the goods, for the purpose of putting them into a deliverable state, the property does not pass until such thing be done, and the buyer has notice thereof.



Rule 3: Where there is a contract for the sale of specific goods in a deliverable state, but the seller is bound to weigh, measure, test, or do some other act or thing with reference to the goods for the purpose of ascertaining the price, the property does not pass until such act or thing be done, and the buyer has notice thereof.



Rule 4: When goods are delivered to the buyer on approval or “on sale or return” or other similar terms, the property therein passes to the buyer— 



(a) when he signifies his approval or acceptance to the seller or does any other act adopting the

When does the title to the goods pass to the buyer?

1. What is a “brand ambassador”?



To maximise the exposure and build a strong reputation for your business, hiring a brand ambassador would be one of the best options. 



A brand ambassador is a person who is employed by a company to represent a brand in a positive way, and by doing so, helps to boost brand awareness and sales. The brand ambassador is meant to embody the corporate identity in appearance, demeanour, values and ethics. 



2. Common duties of a brand ambassador



Here are some common duties brand representatives have to fulfil during their engagement:



1. Promote the goods and services of the company   



The major duty of a brand representative is to promote the goods and services of the company to the representative’s followers on social media, or to other friends and family.   



This is done by educating different people – usually members of the representative’s network - about the goods and services of the company, through things like demonstrations.   It is also often done through content creation including, the creation of blogs, newsletters, product reviews etc.   



2. Generate Sales Leads   



One of the primary responsibilities of a brand representative is to generate sales leads by building a rapport with customers and vendors. This is after all the ultimate aim of engaging the brand representative – to increase sales and ultimately the bottom line of the company.   



More focus is devoted to this by a brand representative if their compensation is commission-based.   



3. Participate in promotional events  



Brand representatives may be required to attend and promote the company’s brand and products at a variety of promotional events including trade shows, product launches and other business events.   



4. Act and Model  



In some cases, a brand representative may also be required to act or model for the purposes of marketing materials commissioned for creation by the company. The marketing materials

What is the role of a brand ambassador?

If a company focuses more on marketing in order to boost its business, hiring a brand ambassador is a common option. This is the time you need a brand ambassador agreement/contract to protect the legal rights of both parties.



A brand ambassador agreement records the terms of the agreement between the parties – the ambassador and company – in a formal manner. The following are the advantages and disadvantages of a brand ambassador agreement.



A brand ambassador agreement usually includes: 



Exclusive rights



This term prevents your brand ambassadors from working with a direct competitor and avoids conflicts of interest.



Repurposing rights 



This term allows you to have the right to use any of the content produced by your ambassadors in any of your ads, blogs, articles or social media posts.



Deliverables



This term allows you to specify guidelines that the ambassadors need to follow when creating their content. 



Ownership



It must also specify to who the intellectual property in any deliverables produced under the agreement will belong – the brand or the ambassador.



Approval process 



This term helps ensure that any sponsored content is consistent with your brand message.



What to avoid doing 



This term can include words or phrases that you don’t want to be associated with your brand or competitors and businesses that may negatively impact your brand image.



Payment terms 



This term provides a clear and concise description of payment terms. It should specify how the ambassador’s compensation be calculated (e.g.: will the ambassador receive a flat fee, or will it be commission-based? Secondly, when will payment be made by the company?) 



Timeline



This term includes the number of sponsored posts that should be published on a daily, weekly, or monthly basis.



Cancellation notice 



This term includes a clear process for terminating the contract.



Legal responsibilities 



This term specifies the requirements

What is a brand ambassador agreement? What should it include?

A business owner can enter the market as a seller by manufacturing their own products directly. For most business owners, however, especially for startups, a franchise agreement or a distribution agreement would be most suitable. Both types of agreements permit sellers to resell items created by another company in a more effective and affordable means. 



1. What is a “franchise”? 



A franchise is a method of distributing products or services involving a franchisor, who establishes the brand’s trademark or trade name and a business system, and a franchisee, who pays a royalty (and often an initial fee) for the right to do business under the franchisor’s name and system. 



A franchise agreement is a legally binding contract between the franchisor and franchisee that sets forth the rights, responsibilities, obligations and compensation of both parties in relation to the operation of the franchise. The franchisee purchases the right to market and sell the items under the trademarked name of the franchisor. 



2. What is a “distribution”?



A distribution agreement is a legally binding contract between the supplier and the distributor whereby a distributor buys and sells products from a supplier to sell them to retailers and/or directly to consumers. Thus, the distributor does not have any ownership in the company itself.



The distribution agreement specifies the rights, costs, territory,  and responsibilities of the parties in relation to the distribution of the products. 



3. Three Main Differences



1. Mode of operation



The franchisee is permitted and encouraged to use the trademarks and brand name of the franchisor as part of its everyday business practices. Instead, the distributor operates under its own business name. It functions as a reseller of the products and does not conduct business on behalf of the company that makes those products.



2. Level of control



The franchisor exercises a much greater level of control over the

What is the difference between franchise and distribution?

A distribution agreement is a contract between a supplier and a distributor (or reseller), which stipulates the responsibilities of the two parties as well as the terms for the distribution of goods which can, in some cases, be selective or exclusive. 



Key terms of a distributor agreement 



1. Territory



A territory clause sets out a certain defined territory in which the distributor is given the right to resell a product, which must be set out clearly in the agreement in order to avoid future disputes. The territory can be defined by way of geographical area, jurisdiction or industry. 



2. Products



The description of the products and the type of products that are covered in the scope of the agreement should be clearly specified.



3. Responsibilities of the distributor



The responsibilities of the distributor in terms of quality control measures, providing sales forecasts, minimum purchase requirements, providing after-sale service to customers in the territory, informing the supplier about any complaints etc should be specified in the agreement.



4. Exclusivity 



Both parties to the agreement must determine whether the distribution agreement will be exclusive or nonexclusive. 



In an exclusive agreement, the specified distributor will be the sole distributor with the right to sell the product within a particular geographic region or within multiple regions. If the arrangement is nonexclusive, on the other hand, the manufacturer or vendor may supply other distributors, sometimes competing in the same market.



5. The duration



This section deals with the length of time for the appointment of the distributor, which can be a definite period as the supplier sees fit. Both parties may also include any terms regarding the renewal of the appointment. 



6. Marketing rights



This section concerns whether or not it is agreed by the parties that the distributor will have the right to advertise and sell the product.



7. Purchase Orders



The

What is a distribution agreement? What should I look for in a distribution agreement?

In order to unify the transaction process when ordering resources for your company, a step-by-step procedure should be followed when using a Purchase Order (PO) in order to maximise its effectiveness and precision.



Depending on the nature of a company (i.e., size, industry, human resources, organizational structure, etc.), the PO procedure is flexible and subject to modification to include additional necessary steps like quality checks, budget approval, and more. 



Here’s a breakdown of a typical transaction involving a purchasing order from the perspective of a purchaser:



The purchasing department at your company is notified by management that a purchase needs to be made. Some companies do this by issuing a purchase requisition form.If the department approves the order, they fill out a purchase order detailing exactly what the purchase is.The purchase order is then sent to the vendor, who decides whether they can and want to fulfil the order. Once they approve the purchase order, it becomes legally binding.The purchaser sends payment for the agreed price (or does so at an agreed-upon later date, which is specified on the purchase order.)The vendor delivers the order along with an invoice. The purchaser’s finance department then compares this invoice to the purchase order to make sure that the two documents agree with each other.



Key Takeaways 



A purchase order’s procedure is flexible and typically depends on the nature of the company involved. 

How does a Purchase Order work?

Purchase Orders serve as a legally binding document of the goods/services ordered. It is a standard document that is important for both the buyer and the vendor. 



Here are the 4 main problems you might encounter during the business that can be prevented by using a Purchase Order:



1. Tracking Orders and Inventory



When the business scales up, your company will definitely need to take up more transactions to further expand your business. It would be a disaster if you lost track of your goods, or even had no idea of what you had ordered. 



Purchase Orders can help keep track of what has been ordered and from whom. It helps you to keep a track of incoming orders and manage your stock/inventory.



2. Avoiding Disputes Arising from Poor Communication



Good communication just makes everything better. At the core, Purchase Orders clearly communicate all the details of a purchase. By having everything such as payment due date, and delivery date clarified, laid out and documented, you avoid potential conflict or confusion with your clients in the future. 



3. Avoiding Surprise Price Increases 



If a supplier has changed their price between the date of order and date of delivery or invoice, a Purchase Order clarifies the agreed-upon price for both parties and clears up potential miscommunication.



4. Providing Legal Protection



In the event of a dispute, Purchase Orders serve as proof of the commercial relationship between the buyer and seller, as well as provide any crucial details related to the transaction in dispute. 



Key Takeaways 



Advantages of a Purchase Order include



Tracking Orders and InventoryAvoiding Disputes Arising From Poor CommunicationAvoiding Surprise Price IncreasesProviding Legal Protection

What types of problems does a purchase order prevent?

A Purchase Order is a legally binding commercial source document issued by a buyer to a vendor to make repeat orders for goods or services from a business. It is a standard document that is essential for a well-managed purchasing process. Once a purchase order is accepted by the vendor, it becomes a legally binding contract. A sample template of a Purchase Order can be found here.  



A Purchase Order indicates the basic details of a transaction including the delivery date, delivery address, the description of goods/services, the price, quantity, shipping terms, taxes, and the payment terms. 



Key Takeaways



A Purchase Order is a legal document that is used to make repeat orders for goods or services from businesses. 



What to include in a Purchase Order?



A Purchase Order includes:



1. Shipping Details



The shipping method, delivery date, delivery address and any other shipping terms should be included in the Purchase Order.



2. PO Number



This is a unique number that can be assigned to the purchase order. It will enable both the buyer and vendor to track the purchase orders sent/ received by them.



3. Contact information 



The name, address, phone number, email and other contact information of both buyer and seller should be specified. Since the purchase order will be used by both buyer and seller, contact information is crucial for future communication.



4. Item Description/Service Description



The name of the items, as well as identifying information such as size, colour, or model number should be listed in further detail. However, if the PO is for services then a detailed description of the services should be specified in the PO.



5. Quantity of goods



The number of each item ordered should be clearly listed. Quantities should correspond clearly to the item number and description. 



6. Price



Prices for each item should be listed with the quantities so that both parties can clearly see the original amounts being charged. The