What should a Construction Subcontract Agreement include under Thai law?

1. Definitions and Interpretation
2. The Main Contract
3. Scope and Standard of the Subcontract Works
4. Attendance and Coordination
5. Safety and Environment
6. Workers and Labour Obligations
7. Programme, Extension of Time and Delay
8. Variations
9. Materials, Plant and Title
10. Price and Payment
11. Retention
12. Inspection and Testing
13. Completion and Handover
14. Defects
15. Insurance
16. Termination
17. Security
18. Force Majeure
19. Disputes
20. Liability, Confidentiality and Data
21. General

• The Subcontractor should read every Main Contract Document listed in Schedule 2 before signing. It is bound to the Main Contract only through those documents (Clause 2.1), so anything not listed and not seen does not bind it.
• Check the Subcontractor's company affidavit, its licences for specialist work (Clause 3.3) and, if it will design part of the works, the licence of its engineer.
• Payment is linked to the Employer's payment, but must be made no later than … days after each claim (Clause 10.4). Diarise the long-stop date for every claim.

• The Contractor is jointly liable under the Labour Protection Act for wages, overtime, severance pay and contributions owed to the Subcontractor's employees. Ask for the worker list and the signed confirmation of payment with every payment claim (Clause 6.2), and keep them.
• If workers complain that they have not been paid, use the notice procedure in Clause 6.3 before paying them directly, and pay only against signed receipts.
• Every worker must attend the site induction, and the Subcontractor must submit method statements for high-risk work before starting (Clause 5.2). Foreign workers must hold valid work permits for the employer that actually employs them.

• The Contractor must answer each payment claim in writing within 10 Business Days (Clause 10.3). The Subcontractor may suspend work after a 14-day notice if an amount due is not paid (Clause 10.6).
• A Thai company or partnership that pays the Subcontractor withholds 3% of each payment for hire of work and gives a withholding tax certificate (Clause 10.7).
• This Subcontract is a hire of work contract. Stamp duty is 1 THB for every 1,000 THB or part of 1,000 THB of the Subcontract Price. On the price you entered, the duty on the original is the amount the system calculates from the figures entered, and each counterpart carries the amount the system calculates from the figures entered. The Subcontractor pays the duty within 15 days after signing, in money to the Revenue Department if the price is 1,000,000 THB or more, or through the e-Stamp Duty system if the Subcontract is signed electronically. Variations that increase the price attract additional duty.
• The bank guarantee must be delivered within 14 days after signing (Clause 17.1). Check its wording against Clause 17 before accepting it, and diarise its expiry date.

• Only instructions in writing from the Contractor's named person are Variations (Clause 8.1). Do not act on verbal instructions from the Employer's staff.
• Notify every event that may give an extension of time or extra payment within 14 days (Clause 7.2). Late notice can reduce the claim.

• Ask for written confirmation of completion (Clause 13.1). The Contractor must reserve delay damages in writing on or before that date (Clause 7.4), or may lose them.
• Half of the Retention is due within 30 days after completion and the balance within 30 days after the Subcontract Defects Period, regardless of the Main Contract (Clause 11.2).
• Under the Civil and Commercial Code, a claim for a defect must be brought within one year after the defect appears.

• A company signs through the director or directors named in its latest company affidavit, with the company seal if its rules require one. Electronic signatures and signed PDF copies are valid (Clause 21.7).

Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-0ECC20. If you reuse this content, please credit the author and link to the original.