What should an International Sale of Goods Agreement (Export from Thailand) include under Thai law?

1. Definitions and Interpretation
2. Sale and Purchase
3. Price
4. Payment
5. Delivery
6. Late Shipment
7. Risk, Title and Insurance
8. Shipping Documents
9. Export, Import and Taxes
10. Inspection and Claims
11. Warranty
12. Liability and Indemnities
13. Export Controls, Sanctions and Anti-Bribery
14. Force Majeure and Change of Circumstances
15. Suspension and Termination
16. Confidentiality and Personal Data
17. Notices
18. Governing Law and Disputes
19. General

• Check whether the Goods appear on Thailand's lists of export-controlled goods or dual-use items, and screen the Buyer, its owners and the end user against the United Nations sanctions lists and any other sanctions list that applies to you or your bank. You ticked dual-use: apply for the export permit within 10 Business Days (Clause 13.4) and do not ship before it is granted.If a later order includes controlled items, add the permit steps before you ship.
• Register as an exporter with Thai Customs and your customs broker, and apply for the certificate of origin early. A preferential certificate under a free trade agreement can reduce the Buyer's import duty, and it must match the commercial invoice exactly.
• Treated and marked wood pallets are required by most countries. Untreated wood can cause the whole shipment to be refused at destination.

• Do not release the original bill of lading, or give a telex release, until the balance of the Price is in your account (Clause 4.2). A copy of the documents is enough for the Buyer to check the shipment.- The Buyer pays the whole Price before you start. Check that the money has arrived in your account, not only a transfer slip, before production or shipment.- Check the L/C line by line against this Agreement as soon as you receive it (Clause 4.3). Names, amounts, dates, ports, the Incoterm and the list of documents must match. Banks pay only against documents that comply strictly, so prepare the documents with your bank or forwarder before you ship.- Under documents against payment, the Buyer can simply refuse to pay and leave the Goods at the port. Clause 4.2 lets you resell or bring the Goods back at the Buyer's cost, but you still carry that risk. Consider export credit insurance.
• Remind the Buyer to pay only into the account in Clause 4.5 and to verify any change by telephone. Fraudsters often send fake emails, in the Seller's name, asking a Buyer to pay into a "new" account.
• Export credit insurance, offered by export credit agencies such as the Export-Import Bank of Thailand, can cover non-payment by a foreign Buyer. Clause 19.6 allows you to assign your right to payment to the insurer or a financing bank.
• Export proceeds above the threshold set by the Bank of Thailand must be brought into Thailand within the period that the Bank of Thailand sets. Ask your bank before you agree long credit.

• No stamp duty is payable on this Agreement. A sale of goods is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.
• If someone signs for a Party under a power of attorney made in Thailand, the power of attorney carries stamp duty of 10 THB for a single act or 30 THB for more than one act (Instrument 7).

• A VAT-registered exporter can normally apply VAT at 0% to exported goods if it keeps the export declaration and the other evidence that the Revenue Department requires.
• Payments for goods are not normally subject to Thai withholding tax. If the Buyer's country deducts tax from a payment, Clause 4.7 requires the Buyer to pay the extra amount so that you receive the full Price.
• Record export sales in Thai Baht at the exchange rate that the Revenue Department accepts.

• Risk passes under the … Incoterm (Clause 7.1). You must insure the Goods on at least Institute Cargo Clauses (C) cover for 110% of the invoice value (Clause 7.3). The Buyer may ask for wider cover.You must insure the Goods on Institute Cargo Clauses (A) cover for 110% of the invoice value (Clause 7.3).Neither Party is obliged to insure the Goods in transit, but whoever bears the risk should insure them.
• You keep ownership until you are paid in full (Clause 7.2), which Thai law allows (Civil and Commercial Code section 459). Once the Goods are abroad, the law of that country decides whether your ownership is recognised against the Buyer's creditors, so control of the transport document remains your best protection.
• Your product liability in the Destination Country depends on its law. There, the Buyer as importer is often the first person a consumer can sue, which is why Clause 12 splits the indemnities by cause. Consider product liability insurance that covers exports.

• 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).
• Liquidated damages for late shipment are capped at …% of the Price (Clause 6.1). A Buyer that takes late Goods must reserve its right to them in writing at that time.

• The signed Agreement and Schedule 1, the proforma invoices, and every payment advice and bank message.
• The Shipping Documents, the export declaration, photographs of the Goods at loading, container and seal numbers, and any pre-shipment inspection report.
• Every claim, survey report and reply under Clause 10, and emails used as notices, with the header showing the time sent.

• A company should sign through the director or directors authorised in its latest company affidavit or, for the Buyer, the equivalent document from its home country, with the company seal if its rules require one. For a large order, ask the Buyer for a copy of its registration document and the signatory's authority.
• Clause 19.8 allows electronic signatures and signed PDF copies. Keep the final signed file unchanged.

• A Thai court works in Thai. A Party that relies on this Agreement or on English emails in a Thai court must file a Thai translation certified as accurate, and Clause 19.9 says the English text prevails.
• Thailand is a party to the New York Convention of 1958, so an arbitral award made in Bangkok, Singapore or another Convention country can usually be enforced where the Buyer has assets. A Thai court judgment usually cannot be enforced abroad without a new case there.
• The Parties excluded the United Nations Convention on Contracts for the International Sale of Goods (Clause 18.1), so Thai sale of goods law, the Incoterm and this Agreement decide the Parties' rights.

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-750D6D. If you reuse this content, please credit the author and link to the original.