What should a Product Recall Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Appointment and Services
3. Readiness
4. Recall Instructions and Work Orders
5. Service Standards
6. The Client's Obligations
7. Refunds and Replacements
8. Personal Data
9. Fees and Costs
10. Provider's Obligations
11. Anti-Bribery
12. Confidentiality
13. Liability and Indemnities
14. Term
15. Termination for Breach and Consequences
16. Force Majeure
17. Notices
18. Governing Law and Disputes
19. General

• Agree the Recall Plan within 30 days after signing (Clause 3.2): who can give a Recall Instruction, notice templates in Thai and English, channels, collection points and disposal operators. A plan written during a crisis is always worse.
• Run the yearly mock recall. It tests whether your own distribution and batch records are good enough to find the Affected Products, which is usually the weakest point.- Without the standby service, the Provider may decline a Recall Event when it happens (Clause 3.1). Keep the name of a second provider, and keep your distribution lists by batch or serial number up to date.
• Keep the recall contacts in Schedule 1 current. Urgent instructions by email to those contacts take effect when they arrive, even at night or on a holiday (Clause 17.2).
• Check whether your product liability or product recall insurance requires the insurer's consent before a recall starts, and give the Provider's reports to the insurer.

• Under the Unsafe Products Liability Act B.E. 2551 (2008), the manufacturer, importer and seller of an unsafe product are jointly liable to an injured person, without proof of fault (sections 4 and 5). Hiring the Provider does not change that (Clause 6.2).
• Authorities in Thailand, such as the consumer protection, food and drug, and industrial standards authorities, may order or supervise a recall for the products they regulate. You decide what to notify and when (Clause 2.3); the Provider prepares the reports you need.
• Decide the remedy (refund, replacement or repair) before the first public notice, and do not let the Provider or your staff say more than the approved message.

• The Provider handles consumers' names, addresses and telephone numbers on your behalf, so it is your data processor, and Clause 8.1 contains the written terms the Personal Data Protection Act B.E. 2562 (2019) requires of a processor (section 40). You remain the controller and must have a lawful basis for using the data to contact consumers about a safety recall.
• A controller must usually notify the regulator of a personal data breach within 72 hours (section 37), so the Provider must tell you within 24 hours. Transfers of Consumer Data abroad need your consent and a lawful safeguard (Clause 8.1(d)).
• If the hotline records calls or uses a chatbot, callers must be told and must be able to reach a human (Clause 8.2).

• You pay the Fees and the Third-Party Costs you approve, but the Provider pays to redo its own mistakes (Clause 9.4). Approve each Work Order in writing; the Provider may spend only up to … before approval.
• Ask for invoices broken down by product, batch and activity (Clause 9.3). You need that breakdown to recover the costs from your insurer, or from a supplier whose component caused the recall.
• Refund money sits in a separate Remedy Account and belongs to you (Clause 7.1). Check the monthly statement against the claimant records and ask for the unused balance back within 15 days after the recall ends.

• A recall services agreement is a hire of work (Instrument 4 of the Stamp Duty Schedule). The Provider pays duty of 1 THB for every 1,000 THB or part of 1,000 THB of the fees (Clause 9.6). 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. When a Recall Event produces Fees above it, 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 Thai company paying the Provider's service fees normally withholds 3% and issues a withholding certificate, and receives a VAT invoice. Third-Party Costs re-invoiced at cost follow the same treatment unless the supplier invoices you directly.

• 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 that it finds excessive (section 383).
• The Provider's liability is capped at the higher of the Contract Value and 12 months' Fees (twice that for personal data breaches), but not for the funds and products it holds for you, fraud, gross negligence or personal injury (Clause 13.4).
• Keep the Recall Instruction, each Work Order, the progress and final reports, the chain of custody records, the certificates of destruction and the payment records for at least 5 years (Clause 10.3).

• Each Party signs through its authorised director, as shown in its company affidavit. Clause 19.8 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. The Provider must continue a recall in progress while a dispute is resolved if you keep paying the undisputed Fees (Clause 18.4).

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-FB0F42. If you reuse this content, please credit the author and link to the original.