E-commerce T&Cs Hong Kong: Cap. 26, Cap. 362, Cap. 71

E-commerce terms and conditions of sale are the standard contract a trader publishes on its storefront and imposes on every buyer who completes checkout. No Hong Kong statute dictates their content, so the document fills the gaps the common law leaves open and sets the boundaries the Sale of Goods Ordinance still allows a seller to set. The core function is order acceptance. A product listing is an invitation to treat, not an offer, and the buyer's click is the offer; your terms decide whether the contract forms on the confirmation email or only on dispatch. Get that clause wrong and a mispriced listing becomes a binding sale.

Three documents get confused in practice. Website terms of use govern browsing and intellectual property. A privacy policy discharges the notification duties owed under the Personal Data (Privacy) Ordinance (Cap. 486). Terms of sale govern the transaction itself: price, delivery, risk, warranty, returns and remedies. Nor is this a negotiated supply contract. The master services agreement drafted for Hong Kong suppliers covers bespoke B2B engagements, while these terms are built for high volume, non-negotiated sales.

Hong Kong governs online selling through a patchwork of ordinances layered over the common law of contract, not a dedicated e-commerce code. The Sale of Goods Ordinance (Cap. 26) supplies the implied conditions sitting under every sale: title under section 14, correspondence with description under section 15, merchantable quality and fitness for purpose under section 16, sale by sample under section 17. Section 2(5) measures merchantable quality by appearance and finish, freedom from minor defects, safety and durability. Section 57(4) makes any term excluding sections 15, 16 or 17 void in a consumer sale, which section 57(7) defines as a business sale of goods ordinarily bought for private use to a buyer acting outside a business.

The Control of Exemption Clauses Ordinance (Cap. 71) polices your limitation language. Liability for death or personal injury caused by negligence cannot be excluded at all under section 7(1); other negligence losses can be capped only so far as the term is reasonable, and section 11(2) blocks any contracting out of the Cap. 26 undertakings against a person dealing as consumer. Services follow a parallel track under the Supply of Services (Implied Terms) Ordinance (Cap. 457), which implies reasonable care and skill at section 5.

Marketing copy answers to the fair trading sections of the Trade Descriptions Ordinance (Cap. 362), which since the 2013 amendments reach services as well as goods and create offences for misleading omissions, aggressive practices, bait advertising and wrongly accepting payment. The Customs and Excise Department enforces them, and conviction on indictment carries imprisonment for five years. Formation is validated by the Electronic Transactions Ordinance (Cap. 553): section 17 recognises contracts concluded by electronic records, and section 6 accepts any electronic signature that is reliable and agreed by the recipient. Read the official text of the Sale of Goods Ordinance on Hong Kong e-Legislation before adapting any warranty wording.

Most sellers write these terms the day a payment provider asks for them. Hong Kong banks and card acquirers will not open a merchant account without published sale terms, a stated refund policy and reachable contact details. The second trigger is a marketplace listing, where the operator expects the seller to publish its own returns and warranty position on top of the platform rules.

Pre-orders and made to order goods produce the most disputes. When money changes hands weeks before dispatch, the terms must say when property and risk pass, what happens if the production run is cancelled and whether the deposit survives. Subscription boxes raise the same question in rolling form, with renewal mechanics the Trade Descriptions Ordinance treats as material information a buyer must be told about before paying.

Two edge cases justify the effort. Dropshipping merchants are the seller of record even though the goods never pass through their hands, so the Cap. 26 implied conditions bind them rather than the overseas supplier. Social commerce counts too. An order agreed over WhatsApp still forms a contract, a chat thread is an electronic record under Cap. 553, and the absence of published terms means the common law defaults run against you.

• The order and acceptance clause states that listings are invitations to treat and that the contract forms when you issue a dispatch confirmation. It reserves the right to reject an order for stock, pricing or fraud reasons, the practical answer to a mispriced product page.
• The delivery, risk and title clause displaces the default under section 22 of Cap. 26 so that risk passes on delivery to the buyer's stated address, while title is retained until payment clears. Delivery dates are drafted as estimates, with a longstop the buyer can rely on.
• The returns and cancellation clause separates goods returned as faulty from goods returned as a commercial courtesy. Hong Kong imposes no general cooling off right online, so whatever discretionary window you offer becomes a contractual promise once published.
• The warranty clause carves out the statutory implied conditions so the document stays enforceable, then sets the commercial warranty period and the claims procedure.
• The limitation of liability clause is drafted to the Cap. 71 reasonableness test: no exclusion of death or personal injury, a cap tied to order value, exclusion of consequential loss, and a separate ceiling for business buyers.
• The data and marketing clause records the use of customer data for fulfilment and the separate opt in required before promotional use, mirroring the Hong Kong data protection policy built on the six data protection principles published alongside it.

Selling beyond Hong Kong changes the analysis. Where seller and buyer have places of business in different territories and the goods will be carried across a border, the contract may qualify as an exempted supply contract and the reasonableness controls in Cap. 71 fall away. That only works if the governing law and jurisdiction clauses are drafted deliberately, and merchants shipping to the Mainland or Macau should still expect the buyer's local consumer law to be argued.

Regulated categories carry their own overlay. Food sits under the Public Health and Municipal Services Ordinance (Cap. 132), medicines under the Pharmacy and Poisons Ordinance (Cap. 138), and general merchandise under the Consumer Goods Safety Ordinance (Cap. 456), which imposes a safety requirement independent of your contract. No contractual term can cure a breach of a product safety or labelling ordinance.

B2B selling through the same storefront deserves separate wording, since wholesale buyers are not consumers and section 57(4) does not protect them. Where pricing needs protection before an order is placed, pair the terms with the confidentiality agreement drafted for Hong Kong commercial parties. Couriers engaged on a self employed basis belong under an independent contractor agreement for Hong Kong service providers, because a delivery promise is only as solid as the contract behind it.

You begin by identifying the seller: registered company name, business registration number, registered office and the email address that will receive complaints and legal notices. The form then asks whether you sell goods, services, digital content or a mix, because the implied terms differ. Next comes the customer profile: selecting consumers, businesses or both rewrites the limitation of liability clause and the statutory carve outs, since the Cap. 26 protections reach consumer sales only.

The delivery section captures your carriers, your dispatch window and whether you ship outside Hong Kong, then generates the risk and title wording to match. Returns follow: the discretionary return window, who pays return postage, how refunds are issued. A final block covers payment methods, marketing consent, governing law and whether disputes go to the courts or to arbitration. Download in Word if your developer needs to reflow the text into the checkout page, or in PDF for the version you archive. If the company is still being set up, the business and incorporation templates for Hong Kong companies cover the articles and resolutions that come first.

The most frequent error is importing a British or European template wholesale. Those documents promise a fourteen day cancellation right that no Hong Kong statute requires, reference the GDPR instead of Cap. 486, and cite consumer legislation with no counterpart here. The buyer then holds you to a right you never meant to grant. The second error is the blanket exclusion: a clause stating that the seller accepts no liability of any kind is void as to the implied conditions under section 57(4) of Cap. 26, and void as to personal injury under section 7(1) of Cap. 71.

Incorporation is the third trap. Terms linked in small print at the foot of a page, with no tick box at checkout, may never form part of the contract. Bring them to the buyer's attention before payment, keep a timestamped record of acceptance, and version the document so you can prove which text applied to an order. Listing copy drifts too: a description overstating origin, capacity or availability exposes you under the Trade Descriptions Ordinance, and a discount that was never a real price is bait advertising. Finally, merchants harvest checkout emails and start sending promotions without the notification and consent that Cap. 486 requires before personal data is used for direct marketing.