Thailand
sale of goods act -
Civil and Commercial Code ("CCC")
Consumer Protection Act B.E. 2522 (A.D.1979)
the Revenue Code B.E. 2481 (A.D. 1938),
the Customs Law B.E. 2469 (A.D. 1926),
the Excise Tax Act B.E. 2527 (A.D. 1984),
the Unfair Contract Terms Act B.E. 2540 (A.D. 1997),
the Conflicts of Law Act B.E. 2481 (A.D. 1938),
the Copyright Act B.E. 2537 (A.D. 1994) and
the Thai Constitution B.E. 2540 (1997).
a) Sale Of Goods By Description
- A provision is made in the CCC for the sale of goods by description. Section 503, paragraph 2, of the CCC states that "[I]n a sale by description, the seller is bound to deliver property corresponding to the description." In cases where goods do not fit the description, the buyer may refuse acceptance of the goods and require repayment, or the buyer may claim compensation for any loss suffered. In the online world, where text and alterable still pictures are commonly used to aid in a description, there is an added ease in deceiving the purchaser. This Section may address any deceit attempted by the on-line seller.
b) Unfair Contract Terms
- The Unfair Contracts Act B.E. 2540 (A.D. 1997) provides Thai courts with great discretion to determine whether contract terms are unfair or unreasonable. Contracts subject to the Act include consumer contracts, standard form contracts and hire purchase contracts. Any term therein that places an excessive burden on one party and gives a sizeable advantage to another party is likely to violate the Act, in which case the court may limit or void any such unfair contractual
- g) Moment Of Contract Formation
The moment at which an e-commerce contract is formed is also important, especially where an offer lapses after a certain period of time. Under Thai law, a contract is formed the moment the buyer's acceptance is received by the seller. But when is the acceptance actually "received" by the seller? It could be that the acceptance is considered "received" by the seller when it is sent by the buyer (by clicking "send"). Or it could be that the acceptance is considered "received" by the seller when it reaches the seller's ISP or its website. It is also possible that all of these events will occur virtually simultaneously. Again, this issue will ultimately be determined by the Thai courts.
Thailand - Under Contract
Section 354. An offer to make a contract in which a period for acceptance is specified cannot be withdrawn within such period.
Section 355. A person who, without specifying a period for acceptance, makes an offer to another at a distance cannot withdraw his offer within a time which notice aof acceptance might reasonably be expected.
Section 357. An offer ceases to be binding if it is refused to the offeror, or if it is not accepted in due time according to the three foregoing sections.
Specific contract – sales – book iii, title 1
Nature and essentials of the contra of sales, part 1
Section 453.Sale is a contract whereby a person, called the seller, transfers to another person, called the buyer, the ownership of property, and the buyer agrees to pay to the seller a price for it.
Section 454. A previous promise of sale made by one party has the effect of a sale only when the other party has given notice of his intention to complete the sale and such notice has reached the person who made the promise.
If no time has been fixed in the promise for such notification, the person who made the promise may fix a reasonable time and notify the other party to give a definite answer within that time whether he will complete the sale or not. If within that time he does not give a definite answer, the previous promise loses its effect.
If no time has been fixed in the promise for such notification, the person who made the promise may fix a reasonable time and notify the other party to give a definite answer within that time whether he will complete the sale or not. If within that time he does not give a definite answer, the previous promise loses its effect.
Section 455. The time of the completion of the contract of sale is referred to hereafter as the time of sale.
Section 456. A sale of immovable property is void unless it is made in writing and registered by the competent official. The same rule applies to ships or vessels of six tons and over, to steam launches or motor boats of five tons and over, to floating houses and to beasts of burden.
An agreement to sell or to buy any of the aforesaid property, or a promise of sale of such property is not enforceable by action unless there is some written evidence signed by the party liable or unless earnest is given, or there is part performance.
The provisions of the foregoing paragraph shall apply to a contract of sale of movable property where the agreed price is five hundred baht or upwards.
Definition of Price, Money
Part II – transfer of ownership
Section 460. In case of sale of unascertained property, the ownership is not transferred until the property has been numbered, counted, weighed, measured or selected, or its identity has been otherwise rendered certain.
In case of sale of specific property, if the seller is bound to count, weigh, measure or do some other act or thing with reference to the property for the purpose of ascertaining the price, the ownership is not .transferred to the buyer until such act or thing be done.
Title II - Exchange
Section 520. If any exchanging party accepts to add money with the exchange of property to another, the selling price shall include such additional cash payment too.
Chapter II
Effect of contract
Condition & time
Section 182. A clause which subordinates the effect or the end of the effect of a juristic act to a future and uncertain event, is considered a condition.
Section 183. A juristic act subject to a condition precedent takes effect when the condition is fulfilled.
A juristic act subject to a condition subsequent ceases to have effect when the condition in fulfilled.
If the parties to the act have declared an intention that the effect of the fulfillment of a condition shall relate back to a time before its fulfilled, such intention is to govern.
Section 371. The provision of the foregoing section do not apply, if the thing which forms the subject of a reciprocal contra depending upon a condition precedent is lost or destroyed while the condition is pending.
If the thing is damaged by a cause not attributable to the creditor, the latter, when the condition is fulfilled, may at his option either demand performance with reduction of his counter performance or rescind the contract, provided that in the case where the cause of the damage is attributable to the debtor, the creditor's right to compensate is not affected thereby.
Section 459. If a contract of sale is subject to a condition or to a time clause', the ownership of the property is not transferred until the condition is fulfilled, or the time has arrived.
Sales - Duties and liability of seller –
Delivery
Section 465. In a sale of movable property:
Section 466. In a sale of immovable property where the total area is specified and the seller delivers the property less or more than he contracted for, the buyer has the option either to reject or accept it and pay the proportionate price.
If the deficiency or excess does not exceed five per cent of the total area so specified the buyer is bound to accept it and pay the proportionate price, provided that the buyer can rescind the contract if the deficiency or excess is such that had he known of it he would not have entered into the contract
Liability for Defect
Section 472. In case of any defect in the property sold which impairs either its value or its fitness for ordinary purposes, or for the purposes of the contract, the seller is liable.
The foregoing provision applies whether the seller knew or did not know of the existence of the defect.
Section 473. The seller is not liable in the following cases:
CHAPTER III
DUTIES OF THE BUYER
Section 486. The buyer is bound to take delivery of the property sold and to pay the price in accordance with the terms of the contract of sale.
Section 487. The price of the property sold may be fixed by the contract, or may be left to be fixed in manner thereby agreed, or may be determined by the course of dealing between the parties.
When the price is not determined as aforesaid, the buyer must pay a reasonable price.
Section 488. If the buyer has discovered defects in the property sold, he is entitled to withhold the price or part of it still unpaid, unless the seller gives proper security.
Section 489. The buyer is also entitled to withhold the price wholly or partly, if he is threatened, or has good reason to believe that he is about to be threatened, with an action by a mortgagee or by a person claiming the property sold, until the seller has caused the danger with which he is threatened to cease, or until the seller has given proper security.
Section 490. If a time is fixed for the delivery of the property sold, it is presumed that the same time is fixed for the payment of the price.
Section 456. A sale of immovable property is void unless it is made in writing and registered by the competent official. The same rule applies to ships or vessels of six tons and over, to steam launches or motor boats of five tons and over, to floating houses and to beasts of burden.
An agreement to sell or to buy any of the aforesaid property, or a promise of sale of such property is not enforceable by action unless there is some written evidence signed by the party liable or unless earnest is given, or there is part performance.
The provisions of the foregoing paragraph shall apply to a contract of sale of movable property where the agreed price is five hundred baht or upwards.
Section 457. The costs of a contract of sale are borne by both parties equally.
exclusion clause in civil = civil liability
unfair contract , negligence
CHAPTER IV
RESCISSION OF CONTRACT (Void )
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