What should a Shipping Container Lease Agreement include under Thai law?

1. Definitions and Interpretation
2. Lease and Title
3. Delivery and Condition on Hire
4. Rent and Charges
5. Use of the Units
6. Care, Maintenance and Damage
7. Demurrage, Detention and Third-Party Charges
8. Return
9. Loss of Units
10. Insurance and Damage Protection
11. Liability
12. Anti-Corruption and Personal Data
13. Force Majeure
14. Termination
15. Notices
16. Governing Law and Disputes
17. General

• The Thai Stamp Duty Schedule charges duty on leases of land, buildings, other structures and rafts, but not on leases of movable property such as containers. This Agreement therefore normally carries no stamp duty. Keep it signed by both Parties as evidence.

• Rent for containers is normally subject to VAT at the standard rate when the Lessor is registered for VAT in Thailand (Clause 4.6).
• A Thai company that pays rent for property to a Thai lessor normally withholds 5% (Revenue Department Order Tor.Por. 4/2528, clause 6). Rent paid to a lessor abroad may be subject to a different withholding rate or relief under a double tax treaty. Take advice before the first payment.

• Send a trained haulier and insist on an EIR with photographs for every Unit at pick-up and at return (Clauses 3.3 and 8.2). Missing photographs are the main cause of repair disputes.
• Check the safety approval plate on each Unit before loading cargo for export (Clause 3.2).
• Return each Unit by its Return Date. After that date, rent runs at …% of the Per Diem (Clause 4.2), and a Unit not returned within … days after the Return Date is treated as lost and you must pay its DRV (Clause 9). Under Thai law, a court may reduce a late-return rate that is disproportionate to the Lessor's real loss (Civil and Commercial Code section 383).
• Damage protection covers repairs up to … per Unit per event, but not loss of a Unit or damage caused by misuse (Clause 10.2).

• While a Unit is on hire, port demurrage, terminal storage and detention charges fall on you (Clause 7). Plan customs clearance and unloading before the free time at the terminal ends.
• Containers brought into Thailand for international transport may be admitted temporarily under customs rules. If a Unit is not re-exported or returned in time, duty or fines may arise, and they fall on you (Clause 5.5).

• A lessor's claims against a lessee under a lease, such as claims for repair of damaged Units, must be brought within six months after the Unit is returned (Civil and Commercial Code section 563). Lessors should send repair estimates and start any claim quickly; lessees should keep their off-hire EIRs.

• A company should sign through the director or directors authorised in its latest company affidavit, with the company seal if the affidavit requires one. For a foreign lessor, ask for a recent certificate of incorporation and evidence of the signatory's authority.
• Keep the signed Agreement, every release reference, EIR, repair estimate, survey report, invoice and payment slip.
• A Thai court works in Thai. A Party that relies on this Agreement or on English documents in a Thai court must file certified Thai translations. If the other Party has no assets in Thailand, an arbitral award may be easier to enforce abroad than a Thai judgment.

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-B2F736. If you reuse this content, please credit the author and link to the original.