Thailand Civil and Commercial Code Sections-453-485
PART I
General Provisions
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.
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.
Section 457. The costs of a contract of sale are borne by both parties equally.
PART II
Transfer of Ownership
Section 458. The ownership of the property sold is transferred to the buyer from the moment when the contract of sale is entered into.
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.
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.
CHAPTER II
DUTIES AND LIABILITIES OF THE SELLER
PART I
Delivery
Section 461 The seller is bound to deliver the property sold to the buyer.
Section 462 Delivery may be made by taking any action that has the effect of putting the property at the buyer’s disposal.
Section 463 If the contract provides that the property sold shall be sent from one place to another, delivery takes place at the moment the property is delivered to the carrier.
Section 464 The costs of transportation of the property sold to a place other than the place of performance are to be borne by the buyer.
Section 465 In a sale of movable property:
Where the seller delivers less property than contracted for, the buyer may reject it; but if the buyer accepts it, they must pay the proportionate price.
Where the seller delivers more property than contracted for, the buyer may accept the property according to the contract and reject the excess, or reject the whole. If the buyer accepts the whole of the property delivered, they must pay the proportionate price.
Where the seller delivers property mixed with property of a different description not included in the contract, the buyer may accept the property according to the contract and reject the rest, or reject the whole.
Section 466 In a sale of immovable property where the total area is specified, and the seller delivers less or more than contracted for, the buyer has the option to reject or accept it and pay the proportionate price. If the deficiency or excess does not exceed five percent of the total area specified, the buyer must accept it and pay the proportionate price, provided that the buyer can rescind the contract if the deficiency or excess is such that, had they known of it, they would not have entered into the contract.
Section 467 No action for liability on account of deficiency or excess can be entered later than one year after delivery.
Section 468 When there is no time clause for the payment of the price, the seller is entitled to retain the property sold until the price is paid.
Section 469 Even if there is a time clause for payment, if the buyer becomes bankrupt before delivery, or was bankrupt at the time of sale without the seller’s knowledge, or impairs or reduces the security given for payment, the seller is entitled to retain the property sold unless the buyer provides proper security.
Section 470 When the buyer is in default, the seller who retains the property under the foregoing sections can, instead of using ordinary remedies for non-performance, notify the buyer in writing to pay the price and incidental charges within a reasonable time specified in the notice. If the buyer fails to comply with the notice, the seller may sell the property by public auction.
Section 471 The seller shall deduct from the net proceeds of the public auction what is due to them for the price and incidental charges and deliver any surplus to the buyer.
PART II
Liability for Defects
Section 472 In the case of any defect in the property sold that impairs its value or its fitness for ordinary purposes or for the purposes of the contract, the seller is liable. This provision applies whether the seller knew of the defect or not.
Section 473 The seller is not liable in the following cases:
- If the buyer knew of the defect at the time of sale, or would have known of it if they had exercised such care as might be expected from a person of ordinary prudence.
- If the defect was apparent at the time of delivery, and the buyer accepts the property without reservation.
- If the property was sold by public auction.
Section 474 No action for liability for defects can be entered later than one year after the discovery of the defect.
PART III
Liability for Eviction
Section 475 The seller is liable for the consequences of any disturbance caused to the peaceful possession of the buyer by any person having a right over the property sold that existed at the time of sale or by the fault of the seller.
Section 476 The seller is not liable for a disturbance caused by a person whose rights were known to the buyer at the time of sale.
Section 477 In any case of disturbance where an action arises between the buyer and a third person, the buyer is entitled to summon the seller to appear in the action as a joint defendant or joint plaintiff, in order to enable the Court to resolve disputes between all parties in one action.
Section 478 The seller is also entitled, if they deem it proper, to intervene in the action in order to deny the claim of the third person.
Section 479 The seller is liable if, by reason of eviction, the buyer is deprived of the whole or part of the property sold, or if the property is subject to a right, the existence of which impairs its value, fitness, use, or benefit, and of which the buyer had no knowledge at the time of sale.
Section 480 If immovable property is declared to be subject to a servitude established by law, the seller is not liable unless they have expressly guaranteed that the property was free from servitudes, or from that particular servitude.
Section 481 If the seller was not a party to the original action, or if the buyer has made a compromise with the third person, or has yielded to their claim, no action for liability on account of eviction can be entered later than three months after the final judgment in the original action, or after the date of the compromise or the yielding to the third person.
Section 482 The seller is not liable for eviction in the following cases:
- If no action was entered, and the seller proves that the rights of the buyer were lost due to the fault of the buyer.
- If the buyer did not summon the seller to appear in the action, and the seller proves that they would have succeeded in the action if summoned.
- If the seller appeared in the action, but the buyer’s claim was dismissed due to the buyer’s fault.
In any case, the seller is liable whenever they are summoned to appear in the action and refuse to take the part of the buyer as joint defendant or joint plaintiff.
PART IV
Clause for Non-Liability
Section 483 The parties to a contract of sale may agree that the seller shall not incur any liability for defects or eviction.
Section 484 Unless the non-liability clause specifies otherwise, such a clause does not exempt the seller from the repayment of the price.
Section 485 A non-liability clause cannot exempt the seller from the consequences of their own acts or from facts which they knew and concealed.
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