Ask a buyer of truck capacity what their contract says and the answer is often a quotation, an email and a few lines on the back of a delivery note. That is still a contract. It is just one you did not write.
Here is the fact that changes how to draft it. Thai law has already written a default contract for every truck job. Sections 608 to 633 of the Civil and Commercial Code decide who is liable for damage, when a claim dies, what happens if the receiver refuses the load and what the carrier may do if you do not pay. Whatever your paper leaves out, those sections fill in.
So a clause is worth writing in only two cases. Where the default is not what you want. And where the default says nothing. The rest is padding.
Who wrote it matters more than you think
Two rules sit above every clause below.
Drafting your own contract is standard advice. The Handbook of Logistics and Distribution Management says a buyer should write its own document rather than adopt the contractor's, and put the operational schedules in appendices so they can be amended without reopening the whole thing.
But the drafter carries the ambiguity. The Unfair Contract Terms Act B.E. 2540 covers any written contract whose essential terms one side fixed in advance and uses in its business. That is not limited to consumers. A carrier's standard terms qualify. So does your template. Section 4 says a doubtful term is read in favour of the party who did not draft it, and that a term giving the drafter an unreasonable advantage is enforceable only as far as fair and reasonable. Section 11 makes a term saying the Act does not apply void.
Read that both ways. A vague clause in the carrier's terms is read against the carrier. A vague clause in yours is read against you.
Twelve clauses, and what the default already does
| # | Clause | If your contract is silent | What to write |
|---|---|---|---|
| 1 | Who carries it | Section 617 makes the carrier liable for the fault of any carrier it hands the goods to, and Section 618 makes a chain of carriers jointly liable | The named carrier, whether it may subcontract and with what notice, and a duty to say who has your goods |
| 2 | What is on the truck | Section 619: if the goods are dangerous or likely to harm people or property, you must disclose that before the contract or you answer for all damage from them. Section 620: for money, jewels and other valuables the carrier is not liable unless told the price or nature at hand-over, and if told the price, liability stops at that price | A goods description including handling limits, and a declared value line per shipment |
| 3 | What the rate includes | Freight is the reward (Section 610). Accessories are customary costs the carrier properly incurs in transit (Section 611), a phrase that invites argument | A list of every extra (tolls, waiting, extra drops, night runs, returns), each marked included or charged, with the charge |
| 4 | Rate changes | No mechanism, so the carrier writes a letter | A formula with a named published price, a base date and a fuel share. Section 4(5) of the Unfair Contract Terms Act lists a term letting one side add to the other's burden after signing as one that may be unfair |
| 5 | Payment and holding goods | Section 630 lets the carrier hold goods as needed to secure freight and accessories. Section 623 ends its liability for visible damage once you accepted without reservation and paid | Payment days, a route for disputed amounts, undisputed amounts paid on time, and a line that payment does not waive a damage claim |
| 6 | Time and late penalties | Section 616 makes the carrier liable for delay unless it proves a defence, and Section 621 caps delay compensation at what a total loss would have been | A defined window, a fixed sum per late delivery tied to a real cost, and the reservation wording described below |
| 7 | Waiting and loading | Nothing, so waiting is argued at the end of the month | Free time, the rate after it, who keeps the clock, who loads and who unloads |
| 8 | Liability cap | Section 616 puts liability on the carrier subject to three defences | A cap as its own clause, per shipment, with the declared-value option from clause 2 |
| 9 | Damage and claims | Section 623: hidden damage survives if the carrier is told within eight days of delivery. Section 624: no suit after one year from delivery, or from the date it should have been delivered | How exceptions are written on the receipt, who signs, the notice address for hidden damage, and a payment deadline once a claim is accepted |
| 10 | Cancelling and refused loads | Section 626: while the goods are still with the carrier you may stop, return or redirect them, and the carrier gets freight for the distance already run plus its other costs. Section 631: if the receiver cannot be found or refuses, the carrier must tell you at once and ask for instructions | A fee table instead of "reasonable costs", a named person who answers within a set time, and what happens to goods that cannot wait |
| 11 | Documents | Section 613: you may ask for a consignment note, showing the goods, destination, consignee, your name, the freight and the date, signed by the carrier. Section 615: goods are handed over only against that note or reasonable security | The consignment note is always issued, carries the agreed freight, and is the only thing that releases the goods |
| 12 | Ending it | Nothing beyond the general law | The same notice period both ways, a cure period for breaches that can be fixed, and jobs in progress finishing on the old terms |
Some of these deserve more than a table row.
The liability cap: where a signature does the work
Section 616 puts a lost or damaged load on the carrier unless the carrier proves force majeure, the nature of the goods themselves, or the fault of the sender or receiver. That is a good default for the shipper, and it is why carriers write caps.
Section 625 governs where the cap is written. A limit printed on a receipt, consignment note or similar document the carrier issues is void unless the shipper expressly agreed to it. In our reading, a cap that sits as its own clause in a contract you sign is hard to call anything other than express agreement. A cap in small print on a delivery note is the case the section was written for.
Signing does not make the cap unbeatable. Section 8 of the Unfair Contract Terms Act says an advance exclusion of liability for death, injury or ill health caused by intent or negligence cannot be relied on at all, and that any other advance exclusion holds only as far as fair and reasonable. Section 10 tells the court to weigh bargaining power, alternatives, usual practice for that kind of contract and how much heavier one side's burden is than the other's.
The practical consequence is about the number, not the wording. Take 8,000 kg of goods worth 600,000 baht and a cap of 10 baht per kg. Recovery stops at 80,000 baht, or 13% of the loss. A cap that far below the value is the sort of term a court is invited to trim, and a declared-value option is the alternative: you state the value and the liability follows it.
Late penalties: two traps in Sections 381 and 383
A fixed sum for each late delivery is a penalty under Sections 379 to 383, and two rules decide whether it pays.
You must reserve the right when you accept the goods. Section 381 lets a creditor claim the penalty on top of performance for late delivery, but if you accept the delivery you can claim it only if you said so at that moment. The receipt is that moment. A stamp or line on the proof of delivery, "accepted late, penalty reserved", is the safe way to meet the section, because it is made at the moment of acceptance. Put the wording in the contract and instruct the receiving dock to use it.
The court can cut a penalty that is out of proportion. Section 383 lets it reduce an excessive penalty, and tells it to count every lawful interest of the creditor, not only money. Once the penalty has been paid, the carrier can no longer ask for a reduction. So write a sum you can defend as a real cost, such as a rebooked dock slot, and it will stand. A sum designed to frighten is the one that gets trimmed.
Payment: interest, holding and the trap in acceptance
Three rules meet here, and a contract that ignores them lets a small disputed line become a stranded load.
- Default interest has a fixed shape. Section 224 sets interest during default at the Section 7 rate plus two percentage points a year, and bars interest on interest while the debt is in default. Whatever late-payment rate you agree, it cannot compound. The actual rate is set under Section 7, which allows it to be changed by Royal Decree, so check the current figure before you quote one.
- The carrier may hold the goods. Section 630 lets it retain them as needed to secure freight and accessories. And Section 633 lets the last carrier in a chain use that right for freight owed to all the carriers before it. On the text of that section, if your carrier has not paid its subcontractor, the last truck may be the one holding your goods.
- Paying can end a claim. Under Section 623, accepting without reservation and paying the freight and accessories ends the carrier's liability for damage you could see. Write that payment does not waive a claim, and pay the undisputed part on time so nobody has grounds to hold a load over the disputed part.
Cancelling and refusals: replace "reasonable" with a table
If you stop a job midway, Section 626 gives the carrier freight for the distance run and its other costs from stopping, returning or redirecting. That is fair in principle and open to argument in practice. A table by lane and by stage, with a rate for the return leg, ends the argument before it starts.
For refused deliveries, Section 631 says the carrier must tell you immediately and ask what to do. If it cannot reach you, you do not answer in reasonable time, or your instruction cannot be carried out, it may deposit the goods, and if the goods are perishable or worth less than the freight and accessories it may sell them at auction. It must tell you or the consignee without delay or answer for damages. Section 632 then takes freight and accessories out of the sale proceeds and returns the rest.
The clause worth writing names one person on your side who answers within an hour or two, and says in advance which goods may not be sold. "Perishable" is where the law lets the carrier act fastest, and it is where a missed phone call costs most.
Termination and the one-way exit
A term that ends the contract without good reason, or lets one side leave when the other has not broken an essential term, is one of the examples Section 4 of the Unfair Contract Terms Act gives of an unreasonable advantage. So the clause you want is symmetrical: the same notice period in both directions, a cure period for breaches that can be fixed, and jobs in progress finishing on the old terms. The Handbook also lists a penalty and termination clause for early exit among the contents of a carrier contract, aimed at assets bought specially for the operation. For one-off or occasional jobs there are no such assets, so keep it to notice.
Where the default helps you, so do not write it away
Not every default needs changing. Leave these alone.
- Section 616 puts the burden of proving a defence on the carrier. A clause listing "carrier not liable for X, Y and Z" usually gives away ground the Code already holds for you.
- Section 617 and 618 keep the carrier answerable for its subcontractors. A clause weakening that should be refused.
- Section 628 gives the carrier no freight if the goods are lost to force majeure, and requires any freight already paid to be returned. Do not agree a minimum charge that overrides it without knowing it is there.
- Section 624's one-year bar runs from delivery or from the date delivery was due. Your claims process should run well inside it.
This is where a shipper's own template most often goes wrong. It copies a long liability schedule from somewhere and quietly signs away rights the statute would have given for free.
What to do this week
- Take the paper you have actually got, whether that is a contract, a quotation with terms or an email thread. Mark where it says nothing.
- Fill the table above for each of the twelve clauses. Write "default" where you are content with the Code and a clause where you are not
- Add the declared-value line to your booking form and the goods description, so clauses 2 and 8 have something to attach to
- Change the proof-of-delivery wording to record exceptions and reserve late-delivery penalties. It costs nothing and it is the step most contracts cannot do for you
- Name the person and the hour for refused deliveries, on both sides
- Put rates and service levels in an appendix, so a rate review does not reopen liability
- Check every carrier-drafted term against Section 4 and Section 8 of the Unfair Contract Terms Act, especially the rate-change and liability sections
- Have a Thai lawyer read the result once. This article explains the statute, it does not replace advice on your specific goods
A contract does not have to be long. It has to be specific where the default is silent, and careful not to trade away what the default already gives you. For how a claim works in practice, see who pays when goods arrive damaged. For the rate-change clause, how to test a carrier's rate increase shows the arithmetic. And for the waiting clause, what a waiting time charge is and how much waiting is reasonable sets the reference points.