What should a Food Supply and Food Safety Agreement include under Thai law?

1. Definitions and Interpretation
2. Orders
3. Food Safety and Specifications
4. Allergens and Labelling
5. Delivery
6. Inspection, Rejection and Replacement
7. Traceability, Withdrawal and Recall
8. Prices and Payment
9. Warranties and Product Liability
10. Continuity of Supply
11. Confidentiality and Personal Data
12. Liability
13. Force Majeure
14. Term and Termination
15. Notices, Law and General

• A contract for the sale of goods is not an instrument listed in the Stamp Duty Schedule, so this Agreement needs no stamp duty.
• Fresh agricultural products that have not been processed are generally exempt from VAT in Thailand, while processed or packaged products are not. Check each Product with your accountant so that invoices show VAT correctly.

• Complete Schedule 1 carefully, especially the Allergens and possible cross-contact for each Product (Clause 4.1). Update it by email when a Product changes (Clause 15.3).
• Save the food safety contact telephone numbers in both Parties' phones. Urgent safety notices must also be given by telephone (Clause 15.1).
• Ask the Supplier for a copy of its certificate (…) and note its expiry date.
• Ask for the product liability insurance certificate (Clause 9.3).

• Check the temperature, the use-by dates and the quantity before signing the delivery note, and write the reason for any rejection on the note (Clauses 6.1 and 6.2).
• Report hidden defects in fresh Products within … hours after delivery, with photographs (Clause 6.3). Keep a sample of the rejected Product until the Supplier collects it.
• Keep delivery notes and a record of which Lots were used, for at least 6 months (Clause 7.2).

• Stop using the suspected Lot at once, keep it separate, and notify the Supplier by telephone and in writing within 12 hours (Clause 7.3).
• Under the Product Liability Act, a customer injured by an unsafe food product may claim against the producer, the importer and, where they cannot be identified, the seller. The Supplier's indemnity in Clause 9.2 and the recall costs in Clause 7.4 are not limited by the liability cap (Clause 12.2).
• Keep records of storage temperatures in your own kitchen, because the Supplier is not responsible for problems caused by the Buyer's storage or handling.

• Either Party may end the Agreement on … days' notice, and accepted Orders are completed (Clause 14.2). The Buyer may end it at once after a serious food safety failure (Clause 14.4).
• A Thai court works in Thai. A Party that relies on this Agreement in court must file 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-2FF204. If you reuse this content, please credit the author and link to the original.