Last updated · Content owner: Eksiam Chaisorn, Legal Consultant
Key points
- Review a contract before you sign, before you pay a deposit, and before you accept a purchase order that incorporates the other side's standard terms.
- If a contract has no governing-law clause, a Thai court looks first for the parties' intention and then applies section 13 of the Act on Conflict of Laws B.E. 2481 (1938).
- Thailand is not a party to the UN Convention on Contracts for the International Sale of Goods (CISG); China, Japan, Singapore and Viet Nam are.
- Incoterms allocate delivery obligations and risk, but not title, governing law or dispute resolution.
- You receive a marked-up contract, a risk summary in plain English and a walkthrough call, with scope and fee agreed in writing first.
When should a cross-border contract be reviewed?
Before you are bound: before signing, before paying a deposit to a supplier, and before accepting a purchase order or quotation that refers to the other party's general terms. Once the contract exists, any change needs the other side's agreement, and your leverage usually falls as payments are made.
Typical situations include a foreign buyer placing its first order with a Thai manufacturer, a brand appointing a Thai distributor, a foreign company engaging a Thai service provider, and a Thai supplier asking for a large advance payment.
Which clauses matter most?
The core issues are the identity and authority of the counterparty, product specifications and inspection, payment and security, delivery and transfer of risk, title, liability and its limits, termination, governing law and dispute resolution. Each clause is checked against how your business will actually perform the contract.
| Clause | Question to answer before signing | Business effect |
|---|---|---|
| Parties and signatories | Does the legal entity match the bank account and registration documents? Is the signatory authorised? | Avoids paying the wrong entity and later denial of the contract |
| Specifications and acceptance | Standards, reference samples, time and method for notifying defects | Decides how long the buyer can still reject goods |
| Price, payment and security | Currency, instalments, deposits, credit terms, letters of credit, changes of bank details | Allocates the risk of non-payment or non-delivery |
| Delivery and Incoterms | Which rule and which edition? Is the named place precise? Who insures? | Fixes the point where risk and cost pass |
| Title | When does ownership pass? Is title retained until full payment? | Affects rights over the goods if the other party fails to pay or becomes insolvent |
| Liability and caps | Liability caps, excluded losses, liquidated damages for delay | Decides what can actually be recovered |
| Force majeure and termination | Which events excuse performance, how notice is given, when you can exit | Keeps an exit available when circumstances change |
| IP and confidentiality | Who owns designs, tooling, trade marks and customer data? | Protects what the business has invested in |
| Governing law | Which country's law? Does the CISG apply? | Determines how every right and obligation is interpreted |
| Disputes and language | Which courts or which arbitral institution? Which language version prevails? | Drives the cost and practicality of enforcement |
What law applies if the contract is silent?
Before a Thai court, section 13 of the Act on Conflict of Laws B.E. 2481 (1938) applies the law intended by the parties. If no intention can be found and the parties have different nationalities, the law of the place where the contract was made applies; for contracts between parties at a distance, that is where the acceptance reaches the offeror.1
In practice, a deal agreed by email without a governing-law clause may end up governed by a law neither side expected, and proving foreign law in court adds time and cost. A clear choice of law removes that uncertainty. Note also that a contract written in English is not, for that reason, governed by English law.
Does the CISG apply to contracts with a Thai company?
Thailand is not a party to the CISG according to UNCITRAL's status table checked on 27 September 2026, while China, Japan, Singapore and Viet Nam are. The Convention therefore does not apply merely because one party is Thai, but it may still apply through a choice of law or the private international law of the forum.2
A review checks the status of each country involved, any reservations those countries made, and the exact wording of the governing-law clause. If you choose the law of a contracting state, say expressly whether the CISG is to apply, because its rules on examination of goods and notice of defects differ from many domestic laws.
We already use Incoterms. Do we still need a contract?
Yes. Incoterms, published by the International Chamber of Commerce, allocate delivery tasks, costs and the point at which risk passes. The ICC explains that they do not deal with the passing of title, do not determine governing law or dispute resolution, and do not replace a sales contract on payment and quality.3
Courts or arbitration?
The choice should follow where the counterparty's assets are, cost, time and confidentiality. Thailand has been a party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards since 20 March 1960, which provides the basis for enforcing arbitral awards across borders.4
A clause that only says “disputes shall be settled by arbitration”, without institution, seat, number of arbitrators and language, can itself become the first dispute. For smaller transactions, the cost of the process can exceed the amount at stake, so the mechanism should be matched to the value of the deal at the drafting stage.
What you receive
A marked-up contract within the agreed scope, a risk summary ranked by business impact, and a walkthrough call explaining what to accept, negotiate or change. Where a point depends on a foreign law that requires advice from a practitioner qualified in that country, we tell you before accepting that part of the work.
| Clause | Issue | Business effect | Negotiation proposal |
|---|---|---|---|
| 7.2 | Buyer must notify defects within 3 days of arrival at the port | Defects found after unloading at the warehouse may be time-barred | Run the period from arrival at the buyer's warehouse; 14 days for defects found in use |
| 12.1 | Seller's liability capped at the value of each purchase order | Costs of a product recall downstream may exceed the cap | Separate cap for recall costs; carve-out for wilful misconduct and gross negligence |
How scope and fees are set
Fees depend on the number of pages and attachments to be read, language, governing law, complexity and deadline. Before we start, we confirm in writing the deliverables, delivery date, rounds of revision, exclusions and the fee.
You can ask for a review of specific issues or of the whole contract. Foreign-law opinions, translation and attendance at negotiations are separate items if needed. New facts or a change of negotiating position after delivery are scoped as additional work; correcting our own errors is never charged.
Questions before instructing us
Do I need to send the full contract to get a quote?
No. The type of transaction, the countries involved, page count, language and governing law are enough for a preliminary scope. The full document follows once our conflict check is complete.
The contract is governed by Singapore law. Can you review it?
We review structure, risk allocation and fit with actual performance. Where a result depends on Singapore domestic law, we identify the point and tell you before we start whether an opinion from a Singapore practitioner is needed.
We have already signed. Is a review still useful?
Yes. It tells you your rights, obligations and deadlines, such as notice periods for defects or termination, and whether to renegotiate for the next order.
Can you guarantee the other side will perform?
No one can. A review makes the terms clear, allocates risk sensibly and prepares options in advance; it does not certify the other party's good faith or financial standing.
Who does the work
Reviews are the responsibility of Eksiam Chaisorn, Legal Consultant and founder of Eksiam & Partners Co., Ltd., who studied at master's level in the LL.M. programme in International Trade Law at Thammasat University, including international sales and international business law. Full profile
