What should a Product Pre-Order Agreement include under Thai law?

1. Definitions and Interpretation
2. The Pre-Order
3. Products and Changes
4. Price and Payment
5. Delivery Dates and Delays
6. Buyer's Right to Cancel
7. Seller's Cancellation
8. Delivery, Risk and Ownership
9. Inspection and Defects
10. Liability
11. Personal Data
12. Force Majeure
13. Notices
14. Governing Law and Disputes
15. General

• Set a Latest Delivery Date that you can really meet. After that date the Buyer may cancel and must be repaid with interest at 5% per year from the date you received each payment (Clause 5.4). A force majeure event does not move that date (Clause 12.2).
• The Advance Payment of … is part of the Price, not a deposit that can be forfeited (Clause 4.3). Under Thai law a deposit is a separate thing, and a court can reduce a forfeiture that is excessive. If the Buyer fails to pay the balance, you may keep only your actual loss shown with documents (Clause 4.6).
• You promised to keep pre-order payments in a separate bank account until delivery (Clause 4.4). Open the account before the first payment and use it only for making the Products and for refunds.
• The pre-order goes ahead only if at least … units are pre-ordered by … (Clause 2.3). Tell every buyer the result within 3 Business Days after that date, and refund in full within … days if the minimum is not reached.
• A sale of goods with a price of 20,000 THB or more can be enforced in court only if there is written evidence signed by the party liable, a deposit, or part performance (Civil and Commercial Code section 456). Have both Parties sign this Agreement.

• Send a progress update at least every 30 days and tell the Buyer of any likely delay within 5 Business Days, with the reason and a new estimated date (Clause 5.2). Silence is the main reason pre-order buyers ask their banks for chargebacks.
• A significant change to the Products needs the Buyer's written acceptance; if the Buyer does not reply within 7 days, the change is not accepted (Clause 3.3).
• You agreed a price reduction of …% per full week of delay after the Estimated Delivery Date, up to …% (Clause 5.3). Under Thai law this works like a penalty, which a court may reduce if excessive, and a creditor who accepts late performance should reserve the right to it (Civil and Commercial Code sections 381 and 383). Clause 5.3 treats the reservation as made, but a Buyer who wants to be safe should also mention it in writing when accepting delivery.

• The Buyer is a consumer. A consumer may cancel at any time before dispatch and, for a distance purchase, within … days after receiving the Products (Clause 6). Thai direct marketing rules give at least 7 days after receipt and require the refund within 15 days after the business receives the cancellation notice, which is why refunds under this Agreement are due within … days after the notice.
• A business that sells online to consumers in Thailand generally needs a commercial registration and a direct marketing registration with the Office of the Consumer Protection Board.
• A consumer living abroad may also be protected by the consumer law of his or her own country (Clause 14.1), which this Agreement does not remove.
• You stated that the Products are made to the Buyer's individual specifications. If the Buyer cancels after you have told the Buyer in writing that production has started, you may keep only your actual costs up to …% of the Price (Clause 6.1). Keep production records and receipts.
• The Buyer is buying for its business, so the consumer cancellation rules do not apply. The Buyer may still cancel before the Ready Notice, and you may keep only your actual costs up to …% of the Price (Clause 6.2).

• No stamp duty is payable. A sale of goods is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code.

• A Seller registered for Thai VAT becomes liable for VAT when it receives payment of the price before delivery (Revenue Code section 78(1)(b)). Issue a tax invoice for the Advance Payment when you receive it, not when you deliver.
• Products exported from Thailand are generally zero-rated for VAT if the exporter keeps the export documents that the Revenue Department requires.
• The Buyer pays import charges in the destination country (Clause 8.2). Say so clearly before the Buyer pays, because unexpected charges lead to refused parcels.You included import charges in the Price (Clause 8.2). Some destinations require a foreign seller who collects import VAT or GST to register there first. Check before shipping.Delivery is within Thailand, so no import charges apply (Clause 8.2).
• Declare the true value and description of the Products on customs forms. Under-declaring is unlawful and can lead to seizure.

• Food, supplements, cosmetics, electrical appliances and toys often need Thai approvals, Thai-language labels or mandatory standard marks, and the destination country may have its own rules. Check before you take pre-orders, because a product that cannot be lawfully delivered must be refunded (Clause 7).

• You are the data controller of the Buyer's personal data (Clause 11). Share it only with carriers, customs brokers and payment providers, tell the Buyer in your privacy notice if some of them are abroad (Personal Data Protection Act sections 28 and 29), and send marketing only with the Buyer's consent (section 19).

• The signed Agreement with Schedule 1 and any binding sample or photograph, every payment receipt, the Ready Notice, progress updates, delay notices and the Buyer's replies.
• Tracking records, proof of delivery, inspection reports and photographs of any damage.

• Clause 15.6 allows electronic signatures and signed PDF copies. A company should sign through its authorised director or directors.
• A Thai court works in Thai. Any English document used as evidence must be filed with 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-1AE324. If you reuse this content, please credit the author and link to the original.