Reseller Agreement in Hong Kong: Template, Key Clauses and Local Law (2026)

What a reseller agreement does in Hong Kong A reseller agreement lets one party (the reseller) buy a supplier's products or services and sell them on to its own customers. In Hong Kong it is a commercial contract, so the parties have wide freedom to set terms. The agreement should be clear on whether the reseller is exclusive or non-exclusive, what territory it covers, and how pricing and support work. ## The Hong Kong law that applies Hong Kong follows common law, so freedom of contract is the starting point and there is no special reseller statute. Two areas still matter: - Competition Ordinance (Cap. 619). The First Conduct Rule bars agreements that harm competition. Resale price maintenance, where a supplier fixes the minimum price the reseller can charge, can breach this rule, so price terms need care. The Competition Commission enforces it and the Competition Tribunal hears cases.

• Sale of Goods Ordinance (Cap. 26). Where the deal is a sale of goods, it implies terms about title, description, and merchantable quality that flow through the supply chain. The Electronic Transactions Ordinance (Cap. 553) supports electronic signing, and disputes can go to the Hong Kong courts or to HKIAC arbitration under the Arbitration Ordinance (Cap. 609). This is general information, not legal advice. Confirm the position with a Hong Kong qualified lawyer before you sign. ## Key clauses to get right - Appointment: exclusive or non-exclusive, and the territory and product range.
• Pricing: set wholesale price, but avoid fixing the reseller's resale price in a way that breaches Cap. 619.
• Orders and delivery: ordering process, delivery terms, and title and risk transfer.
• Branding and IP: a licence to use trade marks, with quality controls.
• Support and warranties: who handles end-customer support and product warranties.
• Term and termination: notice, renewal, and run-off of existing stock.
• Governing law and disputes: Hong Kong law, courts or arbitration. ## A simple reseller agreement skeleton 1. Parties and definitions

2. Appointment and territory
3. Orders, pricing, and payment
4. Delivery, title, and risk
5. Trade mark and IP licence
6. Marketing and support obligations
7. Warranties and liability
8. Term, termination, and stock run-off
9. Governing law and dispute resolution ## Common mistakes - Fixing the reseller's minimum resale price without checking the Competition Ordinance.

• Calling the reseller exclusive without defining the territory or product line.
• No IP licence or quality control, so the brand is used loosely.
• Silence on what happens to unsold stock at termination. ## One workspace to manage it Suppliers often run many reseller deals across different territories and price lists, which is hard to track in scattered files. A single AI workspace like Adira can keep each reseller contract, its territory and renewal dates, and clause changes in one place. Adira is deepest on Indian law today, and wider non-India jurisdiction depth, including Hong Kong, is on its roadmap, so treat local Hong Kong competition review as a separate step.