What should an Export Management Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Services
3. Scope of Authority
4. Term
5. Exporter's Obligations
6. Export Manager's Obligations
7. Trade Compliance
8. Fees
9. Third-Party Charges and Expenses
10. Data, Technology and Payment Security
11. Confidentiality
12. Liability and Insurance
13. Force Majeure
14. Independent Contractor
15. Termination
16. Consequences of Termination
17. Notices
18. Governing Law and Disputes
19. General

• The Export Manager signs only the documents listed in Schedule 2, and only for orders you have accepted (Clause 3.1). Under Thai law a principal is bound by what its agent does within its authority, and may also be bound where it let a third party believe that the agent had authority (Civil and Commercial Code sections 820 and 821). So do not let the Export Manager use your letterhead for quotations, and tell your Buyers that only you confirm prices and payment terms.
• Give each authority, bank or customs broker a power of attorney limited to the task. When the Agreement ends or you change managers, withdraw it in writing and ask for it back (Clause 3.5 and Clause 16.1).
• The Export Manager may negotiate with new Buyers within the Approved Terms, but every offer must say that it is subject to your written confirmation (Clause 3.3). Confirm or reject each order within 5 Business Days, and register each Introduced Buyer in writing so that there is no argument about commission later.

• Export declarations must be lodged by the exporter itself or by a customs broker licensed by the Thai Customs Department (Clause 6.5). The declaration is made in your name, so you remain responsible to Customs for its accuracy. Give true values, descriptions and origin data (Clause 5.2), and never agree to a lower declared value.
• Before the first Shipment to a new Buyer, the Export Manager screens the Buyer against sanctions lists and tells you whether a Product may be a controlled or dual-use item (Clause 7.2). If a permit is needed, do not ship until it is granted.
• A certificate of origin in the preferential form of a free trade agreement can reduce the Buyer's import duty, but only if the origin data you give is correct. A false certificate can be withdrawn and penalised in both countries.
• Do not pay, and do not let the Export Manager pay, "tea money" to speed up clearance (Clause 7.4). It is a breach that allows immediate termination.

• Only you receive payment from Buyers (Clause 3.2). The Export Manager may not change the bank account on your invoices on the basis of an email (Clause 10.3). Fraudsters often send fake emails asking Buyers to pay into a "new" account.
• Under a letter of credit the bank pays only against documents that comply strictly. The Export Manager must flag problems within 2 Business Days after receiving the L/C (Clause 6.3). Ask the Buyer to amend the L/C before you ship, not after.
• Export proceeds above the threshold set by the Bank of Thailand must be brought into Thailand within the period it sets. Ask your bank before agreeing long credit terms.

• Export management services are a hire of work (Instrument 4 of the Stamp Duty Schedule). The Export Manager pays duty of 1 THB for every 1,000 THB or part of 1,000 THB of the fees (Clause 8.4). 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.Because the fees are in …, convert the Contract Value to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount.
• The Contract Value is an estimate. If the Fees actually received are higher, or the Agreement renews, additional duty is due on the difference. Duty on an electronically signed agreement is paid through the Revenue Department's e-Stamp Duty system within 15 days after signing.
• Because the Export Manager may also sign documents in your name, the Agreement may in addition be treated as an appointment of an agent (Instrument 21), which carries 30 THB for a general appointment, payable by the Exporter. Affixing it avoids argument. A power of attorney given to a customs broker or an authority carries 10 THB for a single act or 30 THB for more than one act (Instrument 7).
• An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid.

• A Thai company paying service fees to a Thai Export Manager normally withholds 3% and receives a VAT invoice for the Fees. A VAT-registered exporter normally applies VAT at 0% to its exported goods if it keeps the export declaration and the other evidence the Revenue Department requires.
• Commission is income of the Export Manager like the other Fees. If the Export Manager is abroad, Thai withholding tax may apply unless a double tax treaty exempts it; ask your accountant before the first payment.

• The Export Manager handles your Buyers' contact details on your behalf, so it acts as your data processor and Clause 10.1 contains the written terms that the Personal Data Protection Act requires of a processor (section 40). A controller must usually notify the regulator of a breach within 72 hours (section 37), which is why the Export Manager must tell you within 48 hours.
• AI tools may be used for translations and drafts, but not with your confidential data in tools that train on it, and a competent person must check every document before it is issued (Clause 10.2).

• Late payment interest is agreed at …% per year. The statutory default rate for money debts is 5% per year (Civil and Commercial Code section 224), and a Thai court may reduce an agreed rate or amount that it finds excessive (section 383).
• The Export Manager pays for its own document errors, including a lost L/C payment (Clause 12.1), up to the cap in Clause 12.5, which rises to the amount of its professional indemnity insurance. Ask for the insurance certificate each year.
• Keep this Agreement and its Schedules, each power of attorney, each Export Order you accepted, the draft and final Export Documents, the shipment advices and the monthly reports (Clause 6.7).

• Each Party signs through its authorised director, as shown in its company affidavit. Clause 19.7 allows electronic signatures and signed PDF copies.
• A Thai court works in Thai, so a Party relying on this Agreement in court must file a certified Thai translation. If the Export Manager is abroad and has no assets in Thailand, an arbitral award is easier to enforce there than a Thai judgment, because Thailand is a party to the New York Convention of 1958.

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-095D3A. If you reuse this content, please credit the author and link to the original.