Reseller Agreement in Thailand: Template, Key Clauses and Local Law (2026)

A reseller agreement in Thailand lets one business (the reseller) buy a supplier's products or software and sell them on to customers, usually in its own name and for its own margin. Unlike an agent, a reseller takes title and sets its own resale terms within the limits the supplier agrees. Thailand treats this as a matter of freedom of contract, so the parties can shape the deal, but a few local rules change how you should draft it. This guide covers what a Thai reseller agreement should contain, the clauses that matter, and the local-law points to check. It is general information, not legal advice. For a specific deal, confirm the current position with a Thai lawyer. ## How a reseller agreement works in Thailand The supplier sells products to the reseller at a wholesale or discounted price. The reseller resells to end customers and keeps the difference. The agreement sets the territory, whether the appointment is exclusive or not, pricing freedom, branding rules, and how either side can exit. Because the reseller trades on its own account, the supplier is usually one step removed from the end customer, which affects warranty and liability drafting. ## What law governs a reseller agreement in Thailand There is no single reseller statute. The main sources are: - The Civil and Commercial Code (CCC), which governs contract formation, sale of goods, breach and remedies. Thailand is a freedom-of-contract jurisdiction, so the parties may agree their own terms within the law.

• The Trade Competition Act B.E. 2560 (2017), which restricts anti-competitive arrangements. Resale price maintenance, exclusive dealing and territory restrictions can raise issues, so pricing and exclusivity need care.
• The Foreign Business Act B.E. 2542 (1999), which can restrict a foreign-owned entity from certain businesses in Thailand. If the reseller is foreign-owned, check whether the activity is a reserved business before it starts trading. A 2026 reform effort has moved to delist some reserved activities, so confirm the current list.
• Intellectual property law, including the Copyright Act B.E. 2537 (1994) and the Trademark Act, where the reseller uses the supplier's brand or resells software. ## Key clauses in a Thai reseller agreement ### Appointment and territory Define the products, the territory, and whether the appointment is exclusive, sole or non-exclusive. State clearly if the reseller may appoint sub-resellers. ### Pricing and margin Set the wholesale price or discount and how it changes. Be careful about dictating the reseller's resale price, because resale price maintenance can raise competition concerns under the Trade Competition Act. ### Orders, delivery and title State how orders are placed, delivery and acceptance, and when title and risk pass to the reseller. ### Branding and intellectual property Grant a limited licence to use the supplier's trademarks for resale only, with quality rules. Keep ownership of all IP with the supplier. ### Warranties and liability Set who gives the end-customer warranty and who bears product liability. Allocate indemnities and cap liability where the law allows. ### Minimum targets and performance If there are sales targets, say what happens if they are missed, including loss of exclusivity. ### Term and termination Set the term, renewal, termination for breach or insolvency, and what happens to stock, pending orders and the trademark licence on exit. ### Governing law and disputes Choose Thai law and a forum, or arbitration, and the language of the contract. ## A simple drafting checklist - Confirm whether the reseller is foreign-owned and check the Foreign Business Act.
• Define products, territory and exclusivity.
• Avoid fixing resale prices in a way that breaches competition law.
• Set delivery, title, warranties and product-liability responsibility.
• Licence the brand narrowly and keep IP with the supplier.
• Deal with termination, stock buy-back and survival of IP terms.
• Add governing law, dispute resolution and contract language. ## Keeping reseller contracts under control Reseller networks multiply contracts fast, and each one carries renewal dates, targets and exclusivity terms that are easy to lose in flat documents. Keeping them in one workspace, where clauses and key dates are structured and searchable, makes it far easier to see who sells what, where, and until when. Tools such as Adira combine drafting, review and obligation tracking in a single place. Adira's depth is strongest for India today, with other jurisdictions on its roadmap, so for Thai-law specifics confirm the position with local counsel.