What should a Domestic Transportation Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Transport Orders
3. Term
4. Carrier's Obligations
5. Customer's Obligations
6. Pick-up, Transit and Delivery
7. Fees and Payment
8. Taxes and Stamp Duty
9. Liability for the Goods
10. Damage Claims
11. Late Delivery
12. Insurance
13. Safety, Dangerous Goods and Spills
14. Personnel and Independent Contractor
15. Confidentiality and Personal Data
16. Limitation of Liability
17. Force Majeure
18. Termination
19. Notices
20. Governing Law and Disputes
21. General

• A contract to carry goods for a fee is treated here as a hire of work (Instrument 4 of the Stamp Duty Schedule). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the fees. On the Contract Value 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.
• By law, the Carrier pays and cancels the stamp duty (Clause 8.3 confirms this). Because the Contract Value is an estimate, the Carrier must pay additional duty each time the Fees actually received go above it, and may reclaim any overpayment when the Agreement ends.
• If the Contract Value is 1,000,000 THB or more, the duty must be paid in money to the Revenue Department instead of by affixing stamps. If the Agreement is signed electronically, the duty is paid through the Revenue Department's e-Stamp Duty system (Form Or.Sor. 9) before signing or within 15 days after signing.
• An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge of up to six times the duty are paid (Revenue Code section 118).
• Consignment notes and delivery receipts can be separate instruments with their own rules. Ask your accountant whether the Delivery Receipts you use need stamps.

• Transport services within Thailand are exempt from VAT under the Revenue Code (section 81(1)). Additional services such as storage or handling may not be exempt, which is why Clause 8.1 adds VAT only where the law requires it. Confirm the position with the Carrier's accountant before the first invoice.
• A Thai company or juristic person that pays transport fees normally withholds 1% (Revenue Department Order Tor.Por. 4/2528, clause 12/4) and gives the Carrier the withholding tax certificate (Clause 8.2).

• Ask for a copy of the Carrier's goods transport licence, the vehicle registrations and the goods-in-transit insurance policy showing cover of at least ….
• Agree how Transport Orders will be sent (email, messaging application or online system) and who may send and confirm them for each Party (Clause 2 and Clause 19.1).
• Check that the per-Shipment liability limit of … is close to the value of a normal truckload. For more valuable Shipments, declare the value in the Transport Order and get the Carrier's confirmation (Clause 9.4).

• At delivery, note any visible shortage or damage on the Delivery Receipt and have the driver countersign it (Clause 10.1). Take photographs.
• Report damage that could not be seen at delivery in writing within … days after delivery (Clause 10.2). Under Thai law on carriage of goods, accepting goods without reservation generally ends the carrier's liability, except for hidden damage reported within a short period.
• Court claims against a carrier for loss, damage or delay may become time-barred as soon as one year after delivery. If negotiations drag on, protect the claim in time.
• Terms printed on the Carrier's consignment notes do not apply (Clause 6.5), so a limitation printed there does not reduce the Carrier's liability under this Agreement.

• Liquidated damages are …% of the Fees for the late Shipment per day, capped at …% (Clause 11.1). They never apply to delays caused by force majeure, road closures ordered by the authorities, or the Customer or consignee (Clause 11.2).
• Thai law treats liquidated damages as a penalty that a court may reduce if excessive (Civil and Commercial Code section 383). Clause 11.3 lets the Customer claim them even after accepting a late Shipment, but Thai law normally expects a creditor who accepts late performance to reserve the right to a penalty at that time (section 381, third paragraph). So note "accepted late, liquidated damages reserved" on the Delivery Receipt or in an email when a Shipment arrives late.

• Consignee names, addresses, telephone numbers, signatures and delivery photographs are personal data. The Customer is the data controller and the Carrier is its data processor (Clause 15.2), which the Personal Data Protection Act requires to act only on the controller's instructions and keep the data secure (section 40). The Customer must report a serious breach to the regulator within 72 hours in most cases (section 37), so the Carrier must report to the Customer within 48 hours.

• The drivers are the Carrier's employees (Clause 14.1). If the Customer directs the Carrier's drivers like its own staff as part of its production or business process, the Labour Protection Act may treat the Customer as their employer (section 11/1).

• To terminate for breach, first send a notice describing the breach and asking for it to be remedied. The cure period of … days starts on the day after the notice is received (Clause 1.2(e)).
• On termination, the Carrier must still deliver every Shipment already in its charge and may not hold Goods back over unpaid Fees (Clause 7.6 and Clause 18.6).
• If you keep accepting late deliveries or late payments without objection, a Thai court may treat the deadline as no longer essential. Object in writing each time, even though Clause 21.4 says a delay in enforcing is not a waiver.

• The signed Agreement with both Schedules, all Transport Orders and confirmations, Delivery Receipts with photographs, GPS records for disputed Shipments, invoices, withholding tax certificates and transfer slips.
• A company should sign through the director or directors authorised in its latest company affidavit, and affix the company seal if the affidavit requires one. Clause 21.7 allows electronic signatures and signed PDF copies.

• A Thai court works in Thai. A Party that relies on this Agreement, or on English emails and documents, must file a Thai translation certified as accurate. Budget for this cost.
• An arbitral award that must be enforced through a Thai court also needs a certified Thai translation.

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-E8E86C. If you reuse this content, please credit the author and link to the original.