What should an Importer of Record Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Nature of the Services
3. Import Permits
4. Shipments
5. Client's Obligations and Warranties
6. Duties, Taxes and Funding
7. Fees and Payment
8. IOR's Obligations
9. Product Liability, Recall and Insurance
10. Indemnities and Liability
11. Confidentiality and Personal Data
12. Compliance
13. Force Majeure
14. Term and Termination
15. Notices
16. Governing Law and Disputes
17. General

• The IOR must be registered as an importer with the Thai Customs Department and be able to file electronic declarations, itself or through a licensed customs broker. Ask for evidence of its registration before you ship.
• Check which Import Permits the Goods need, for example food, drug, cosmetic or medical device approvals, a mandatory industrial standard licence, or a telecommunications type approval. Under this Agreement the IOR holds them in its own name (Clause 3.1). Keep your own copy of the Product Dossier, and remember that Clause 3.2 requires the IOR to transfer or cancel each permit within 30 days after the Agreement ends.Under this Agreement the Client, or a Thai company it nominates, holds them (Clause 3.1). The IOR will not clear Goods without them.
• Pay the Duty Deposit of … and send the product liability insurance certificate (Clause 9.2). The IOR need not accept a Shipment before both are in place.
• Agree the tariff classification of each product before it ships. If the classification is uncertain, the IOR can ask the Customs Department for an advance ruling.

• Under Thai customs law the IOR, as the importer, is liable for the duties and taxes and for the penalties if a declaration is false, even when the information came from the Client. That is why Clause 4.2 lets the IOR decide what it declares and forbids an untrue value, classification or origin, whatever the instructions.
• Thai Customs can audit imports after release and claim additional duty, surcharges and fines for several years. Clause 6.4 decides who pays: the Party whose information or error caused it. Keep the records under Clause 8.2.
• Never under-declare the value to reduce duty, and never let anyone offer money to an officer to speed up release (Clause 12).

• Under the Unsafe Products Liability Act B.E. 2551 (2008), an importer is one of the operators jointly liable to a consumer injured by an unsafe product, without proof of fault, and a term excluding that liability towards consumers has no effect. Between the Parties, the Client bears that cost (Clause 9.1 and Clause 10.1), but only if the Client can pay — which is why the insurance under Clause 9.2 matters.
• Keep the Consignee records by batch or serial number (Clause 8.2). They are what makes a recall possible.
• The IOR affixes the Thai labels, but the Client is responsible for the label content (Clause 4.4). Have the content checked against the rules for that product type before the first Shipment.- The Goods must arrive with the Thai-language labels that the law requires (Clause 4.4). Goods without them may be held at customs or may not be sold.

• An importer of record agreement is a hire of work (Instrument 4 of the Stamp Duty Schedule). The IOR pays duty of 1 THB for every 1,000 THB or part of 1,000 THB of the fees (Clause 7.3). 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.
• An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid. A power of attorney made in Thailand for someone to sign carries 10 THB for a single act or 30 THB for more than one act.

• The IOR pays import duty and import VAT in its own name. Clause 6.5 requires it to pass on any refund and any import VAT it actually recovers, but whether it may recover import VAT on goods it does not own is a question for its accountant.
• A foreign Client that sells Goods already in Thailand to Thai customers, or keeps stock here, may itself become liable to Thai VAT or income tax. Take tax advice before the first sale; this Agreement does not solve that question (Clause 5.3).
• A Thai Client paying the IOR's service fees normally withholds 3% and issues a certificate. A foreign Client pays without Thai withholding.

• The IOR receives consumers' names, addresses and telephone numbers to clear and deliver Shipments. Under the Personal Data Protection Act B.E. 2562 (2019), the Client is the controller and the IOR its processor, which requires the written processing terms in Clause 11.2 (section 40).
• Transfers of that data between Thailand and the Client's country must meet the rules on cross-border transfers (sections 28 and 29). The Client, as controller, must notify the regulator of a breach within 72 hours where required, which is why the IOR must report to the Client within 48 hours.

• 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 IOR's liability is capped at the higher of the Contract Value and 12 months' Fees (Clause 10.5), but not for its own breach of customs law, fraud, gross negligence or personal injury.

• The signed Agreement and both Schedules, the insurance certificate, and every Import Permit with its conditions.
• For each Shipment: the pre-alert documents, the declaration, the customs receipt, the delivery record and the monthly report (Clause 8.3).
• Every notice from an authority and the replies given (Clause 4.6).

• Each Party signs through its authorised director, as shown in its company affidavit or home registration document. Clause 17.8 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. Thailand is a party to the New York Convention of 1958, so an arbitral award made in Bangkok or Singapore can usually be enforced in the Client's country, while a Thai court judgment often cannot.

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-730E8A. If you reuse this content, please credit the author and link to the original.