What should a Trade-In and Buyback Agreement include under Thai law?

1. Definitions and Interpretation
2. Customer's Declarations
3. Handover
4. Inspection, Grading and Final Offer
5. Price and Payment
6. Ownership and Risk
7. Device Data Erasure
8. Customer's Personal Data
9. Items Subject to Third-Party Rights
10. Liability
11. Termination
12. Notices
13. Governing Law and Disputes
14. General

• A business that buys and sells second-hand goods in Thailand generally needs a second-hand goods trading licence and must keep a register of purchases with the identity of each seller. Check your licence position before you start, and keep the register up to date (Clause 2.2 and Clause 8.1).
• Check the Customer's identity card, passport or company documents, record serial numbers or IMEI numbers, and check whether each device is reported lost or stolen or is blocked, before you pay (Clause 2.1).
• A buyer of stolen goods generally has to give them back to the true owner, and a buyer who knew or should have suspected that goods were stolen risks a criminal charge for receiving stolen property. Thai law protects a good-faith buyer in some cases, such as a purchase at a public market or from a merchant dealing in such goods, but a purchase from a private person generally does not have that protection. Clause 9 lets the Dealer recover the price from the Customer if an Item turns out to be stolen or subject to someone else's rights.

• Write the Grading Criteria in Schedule 2 clearly and apply them consistently. If the Final Offer is lower than the Quote, give the grade, the defects and photographs or test results (Clause 4.2).
• The Customer may reject a lower offer, and silence counts as rejection (Clause 4.3). Return rejected Items free of charge within 5 Business Days (Clause 4.4). A standard-form term that let the Dealer keep an Item at a price the Customer never accepted would risk being unfair under the Unfair Contract Terms Act B.E. 2540 (1997).
• Items that are not collected remain the Customer's property. Follow the notice steps in Clause 4.5 and keep copies of the notices before sending or recycling an uncollected Item.
• The trade-in credit is set against the New Product. If the New Product is cancelled or returned after the Dealer became owner of the traded-in Item, the Dealer must pay the Final Price in money (Clause 5.3).

• Data on phones, laptops, tablets, cameras and smart watches is personal data of the Customer and often of other people. Do not look at it or copy it during inspection (Clause 4.1). Erase it only after the Dealer becomes owner, and before resale, refurbishment by others or recycling, within … Business Days (Clause 7.1).
• Use erasure software that meets a recognised standard such as NIST SP 800-88 (Purge) or IEEE 2883 and verify the result. A simple factory reset may leave recoverable data on some devices.You chose physical destruction of the storage. Use a shredder or method that makes recovery impossible, and record which Items were destroyed.
• Give the Customer a certificate of erasure for each Item (Clause 7.2). Business customers use it as evidence that they have deleted personal data they are responsible for.Keep an erasure record for each Item for at least 12 months and give the Customer a copy on request (Clause 7.2).
• Because the Customer is a business, it is the data controller of the personal data on its devices and the Dealer is its data processor until erasure is complete (Clause 7.4). The Personal Data Protection Act requires this written arrangement (section 40).
• If data on an Item is accessed or leaked without authority, tell the Customer within 48 hours (Clause 7.3). A data controller must generally notify the Personal Data Protection Committee within 72 hours after becoming aware of a breach (section 37(4)).
• The Dealer is the data controller of the Customer's identity and bank details and may keep them for as long as the second-hand goods rules require (Clause 8.1).

• No stamp duty is payable. A sale of used goods is not an instrument listed in the Stamp Duty Schedule of the Thai Revenue Code. This form is not intended for vehicles, where a receipt for the sale of a vehicle carries stamp duty and the registration must be transferred.

• A private individual who sells personal used items is generally not charging VAT. A Dealer registered for VAT charges VAT when it resells the refurbished items and should ask its accountant how to record purchases from individuals who cannot issue tax invoices.
• A business Customer registered for VAT that sells company devices may have to charge VAT on the sale and issue a tax invoice (Clause 5.1).

• Dispose of Items that are not resold, and batteries and other hazardous parts, only through a licensed waste collector or recycler (Clause 6.3). Keep the recycler's receipts.

• The signed Agreement with Schedules 1 and 2, the handover receipt, the identity documents checked, inspection photographs and test results, each Final Offer and the Customer's reply, payment slips, and erasure records or certificates.

• Clause 14.5 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-4C99C2. If you reuse this content, please credit the author and link to the original.