What should a Sale of Goods Agreement include under Thai law?

1. Definitions and Interpretation
2. Sale and Purchase
3. Price and Taxes
4. Payment
5. Delivery
6. Inspection and Acceptance
7. Risk and Title
8. Warranties
9. Limitation of Liability
10. Force Majeure
11. Termination
12. Confidentiality and Personal Data
13. Notices
14. Governing Law and Disputes
15. General

• No stamp duty is payable on this Agreement. A contract for the sale of movable goods is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code, so the original and the counterparts need no stamps.
• A receipt for the sale of ordinary goods is also not dutiable. Duty on receipts applies only to specific cases listed in the Schedule (Instrument 28), such as the transfer of registered land or the sale of a registered vehicle, and not to amounts on which the Seller pays VAT.
• If someone signs for a Party under a power of attorney, the power of attorney itself carries stamp duty of 10 THB for a single act or 30 THB for more than one act (Instrument 7).

• A VAT-registered Seller must issue a tax invoice. For an ordinary sale of goods, the VAT tax point is Delivery, or earlier if the Seller first receives payment, issues the tax invoice or transfers title (Revenue Code section 78(1)). An instalment paid before Delivery therefore needs its own tax invoice.
• If you ticked Seller keeps title until paid in full and the price is paid in instalments after Delivery, the tax point is each instalment's due date, or earlier if payment is received or a tax invoice is issued first (Revenue Code section 78(2)). The Seller's accountant should set up invoicing on that basis.
• A domestic sale of goods between companies is normally not subject to withholding tax. Clause 3.4 applies only if a law requires the Buyer to withhold.

• The signed Agreement (all counterparts, or the PDF signed electronically) together with Schedule 1.
• The signed delivery note (Clause 5.3), any rejection notice with its date and time of sending (Clause 6.2), and the Seller's replies.
• Invoices, tax invoices, receipts and bank transfer slips for every payment.
• Emails used as notices. Keep the sent email with its header showing the time sent, and any bounce message.
• Under Thai law, a sale of movable property for 20,000 THB or more can be enforced in court only if there is written evidence signed by the party being sued, or a deposit or part payment has been made (Civil and Commercial Code section 456, third paragraph). This signed Agreement is that evidence.

• Under Clause 11.1(a), the other Party must first receive a notice that describes the breach and asks for it to be remedied. The cure period starts on the day after the notice is received (Clause 1.2(e)).
• Example: a notice sent by email on Monday at 10:00 is received on Monday. With a 15-day cure period, day 1 is Tuesday and day 15 is the Tuesday two weeks later. If that day is not a Business Day, the period ends on the next Business Day.
• An email sent after 17:00 Bangkok time, or on a weekend or public holiday, is treated as received on the next Business Day (Clause 13.2).
• Send the termination notice only after the cure period has ended without a remedy. Termination takes effect when the other Party receives that notice (Clause 11.2).
• If you keep accepting late payments or late deliveries without objection, a Thai court may treat time as no longer essential and require a fresh reasonable deadline before termination. Object in writing each time, even though Clause 15.4 says a delay in enforcing is not a waiver.

• Clause 5.4 says the Buyer keeps its right to liquidated damages even if it accepts late Goods without reserving that right. Thai law normally requires a creditor who accepts late performance to reserve the right to a penalty at the time of acceptance (Civil and Commercial Code section 381, third paragraph), and a court may not give full effect to an agreement that removes this step.
• So do both: when late Goods arrive, the Buyer should state in writing (an email is enough) that it accepts them while reserving its right to liquidated damages under Clause 5.4, and should sign the delivery note with the same words.

• A company should sign through the director or directors authorised in its latest company affidavit, and affix the company seal if the affidavit requires one. Keep a copy of the affidavit, and a copy of the signatory's ID card or passport.
• An individual should sign in person and attach a copy of the ID card or, for a foreigner, the passport.
• Clause 15.7 allows electronic signatures and signed PDF copies. This is convenient when one Party is abroad. Keep the final signed file unchanged.
• Check Schedule 1 before signing: every item, model, quantity and unit price, and a total that matches the Purchase Price in Clause 3.1.

• A Thai court works in Thai. A Party that relies on this Agreement, or on English emails and documents, in a Thai court must file a Thai translation certified as accurate. Budget for this cost, which a translation agency usually charges per page, and ask for a quote before you start proceedings.
• Clause 15.8 says the English text prevails over any translation, so have the translation checked carefully against the English text.
• An arbitral award that must be enforced through a Thai court also needs 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-2D808E. If you reuse this content, please credit the author and link to the original.