Contract of Permission for Operating Business of
Selling Medicines, Medical Supplies and Equipment
at Bangkok International Airport
Contract No. 6-61/2544
This contract is made at the Airports Authority of Thailand on 20 November 2001,
between the Airports Authority of Thailand, represented by ACM Therdsak
Satcharak, Managing Director of the Airports Authority of Thailand, hereinafter
called "AAT" of one part, and King Power Tax Free Co., Ltd., registered as a
juristic person Company Limited under the Civil and Commercial Code, with the
head office at 26th-27th Floors, Siam Tower, No. 989, Rama I Road, Pathum Wan
Sub-district, Pathum Wan District, Bangkok Metropolis, represented by Mr.
Viratana Suntaranond, the person empowered to enter juristic act binding King
Power Tax Free Co., Ltd. according to the Certificate No. Phor.Hor. 0016505
dated 1 October 2001, issued by the Office of Partnership/Company Registration,
Bangkok Metropolis, hereinafter called the "Operator" of the other part.
AAT and the Operator agree as follows :
1. Business Operation
AAT agrees to grant a permission and the Operator agrees to receive the
permission for operating business of selling medicines, medical
supplies and equipment, at the area on the 3rd Floor, connecting the
International Passenger Terminal 1 and 2, the Bangkok International
Airport, under the terms and conditions of this contract, from 1
November 2001 to 30 November 2004.
2. Fee, Remuneration, Taxes/Duties, Other Expenses & Method of Payment
2.1 The Operator agrees to pay the fee for entering into the
contract, and the remuneration for receiving permission for
operating business of selling medicines, medical supplies and
equipment, under this contract, to AAT, as follows:
2.1.1 The fee for entering into the contract, Baht 5,139.00 (Five
Thousand One Hundred Thirty-Nine Baht), not including the
value added tax;
2.1.2 The Operator agrees to pay the remuneration for receiving
permission for operating the business under this contract to
AAT, on monthly basis, at a rate of 15% (fifteen) of the total
revenues of that particular month, before deduction of
expenses (the total revenues include the value added taxes),
or the minimum remuneration the Operator agrees to pay to AAT,
whichever is higher, whereby such amount shall be deemed the
remuneration for that particular month. The minimum
remuneration shall be as follows :
- For the period 1 November 2001 - 30 November 2002,
Baht 88,000.00 (Eighty-Eight Thousand Baht) per
month;
- For the period 1 November 2002 - 30 November 2003,
Baht 96,800.00 (Ninety-Six Thousand Eight Hundred
Baht) per month; and
- For the period 1 November 2003 - 30 November 2004,
Baht 106,480.00 (One Hundred and Six Thousand Four
Hundred Eighty Baht)
The remuneration that the Operator agrees to pay to
AAT does not include the value added tax, for which
the Operator has the duty to pay at the rate
stipulated by law.
2.2 In paying the remuneration under Clause 2.1.2, the Operator
agrees to pay the minimum remuneration to AAT in advance, on
monthly basis, by the 5th of every month. If the remuneration
at a rate of 15% (fifteen) of the total revenues before
deduction of expenses appears to be higher than the minimum
remuneration, the Operator agrees to pay the difference
thereof to AAT by the 20th of the following month.
2.3 The Operator agrees to be responsible for payment of the taxes
and/or other expenses related to the business operation under
this contract at the rates stipulated by law and/or set forth
in directives of AAT.
2.4 All payment under this contract shall be made at Finance
Division, Finance Department, of AAT. After the Operator has
made payment to AAT, a receipt shall be issued to the Operator
as evidence. The receipt shall have the signatures of the
Director, Finance Division, Finance Department, of AAT or the
designated person, jointly with the cashier of Finance
Division, Finance Department, of AAT or the designated person
who must be a financial staff of AAT.
If the Operator is in default of any payment under this
contract, the Operator consents to pay penalty to AAT at a
rate of 1.5 percent (one point five) per month of the
outstanding amount. A fraction of month shall be counted as
one month.
The Operator agrees that this clause is a separate part, and
without prejudice to the right of the Lessor to terminate this
contract and claim for damages.
3. Duties and Responsibilities of the Operator
3.1 In operating the business under this contract, the Operator
agrees to invest in decoration of the premises which shall be
attractive and modern as well as acquiring articles and
equipment at the Operator's own expense.
3.2 The Operator shall not transfer the business under this
contract or permit a third party to operate the business,
either in part or in whole, unless a written permission has
been obtained from AAT first.
3.3 The Operator shall operate the business under this contract
with expertise, caution and competence in accordance with the
standard practice of this type of business, whereby the
Operator shall take into consideration AAT's reputation and
image.
3.4 The Operator shall not use the word "Airports Authority of
Thailand," "AAT" or other word concerning with AAT or the logo
of the Airports Authority of Thailand as trading name,
characteristics or logo of the Operator's business or juristic
person name, to such an extent that it would be mistaken as
the business of AAT.
3.5 The Operator must be permitted to sell the conventional
medicines, and has obtained a license to sell the conventional
medicines from the Food & Drugs Administration, the Ministry
of Public Health.
3.6 The Operator shall arrange to have a pharmacist working at the
business premises at all times. The sign showing the
name/family name of the pharmacist and working hours must be
visibly displayed for the service users to see.
3.7 The Operator must present the license to sell the conventional
medicines, and the practice license of all pharmacists, and
submit the photo copies thereof, to AAT at least seven days
before opening the business. When a new pharmacist will be
working at the business premises, the Operator shall proceed
in the same manner.
3.8 The medicines, medical supplies and equipment to be sold by
the Operator must be of good quality and up to the standards.
Should there be any compliant regarding the price or quality
of the medicines, medical supplies and equipment, AAT reserves
the right to inform the Operator to change the price and
quality of the same. Thereby, AAT's decision shall be final.
3.9 The Operator must sell the medicines, medical supplies and
equipment at the Bangkok International Airport at the same
prices and quantity as the leading department stores in
Bangkok and its vicinity. The selling price shall not be
higher than the price showing on the pack or container.
3.10 The Operator shall have price tags of the medicines, medical
supplies and equipment visibly displayed and in Baht only.
3.11 The Operator shall strictly comply with the Medicine Act and
the relevant provisions of laws or rules, regulations and
other directives related to the business operation, and comply
with the concerned conditions, rules, instructions,
regulations or directives of AAT in all respects, both the
existing ones and those to be issued in the future. The
Operator shall be cautious to not allowing any person to
perform any illegal act in the business premises or hiding any
illegal thing or make use of it as dwelling place, either
temporary or permanently, at any time. Should any damage
occurred due to such incident, the Operator shall be liable to
AAT for the consequences of the act of such person as if
having been committed by the Operator.
3.12 The Operator shall open for business on daily basis, and no
closing of business on any day is permitted. The business
hours shall be at least 06.00 - 24.00 hrs.
If the Operator wishes to change the business hours, a written
permission must be obtained from AAT on every occasion.
3.13 The Operator shall not make any advertisement in the business
premises under this contract, unless a written permission has
been obtained from AAT first.
3.14 The Operator shall oversee to ensure that every staff and
employee of the Operator dress properly and have the name tag
or label as endorsed by AAT, and strictly comply with the
regulations, directives and instructions of AAT. In case of
any violation thereof, the Operator consents AAT to take an
appropriate action.
3.15 The Operator shall facilitate AAT staff, who have been
appointed and assigned to oversee the Operator's business
under this contract, to inspect the business premises,
merchandise, selling prices and the relevant documents, as
well as auditing the Operator's books of accounts, from time
to time, during reasonable hours.
3.16 The Operator consents AAT to warn the staff and employees of
the Operator in case any of whom has not performed his or her
duties efficiently or has shown an unbecoming conduct with the
service user, for which he or she must comply.
3.17 The Operator consents AAT or AAT's staff to inspect safety
measures of the Operator, and if it is found to be inadequate,
the Operator agrees to take the corrective action as informed
by AAT or AAT's staff accordingly.
3.18 If the Operator has found any thing or baggage of the service
user in the business premises, the Operator shall not remove
it and shall notify AAT promptly.
3.19 AAT reserves the right to specify the types of merchandise and
notify the Operator to refrain from selling the merchandise
that AAT deems inappropriate, for which the Operator shall
strictly comply.
3.20 In operating the business under this contract, if any damage
occurred to the property or reputation of AAT, by an act of
the Operator or the persons whom the Operator has appointed,
assigned, hired or requested to perform the works of the
Operator, the Operator shall be responsible for compensation
of such damage.
3.21 It is prohibited to have a jukebox, audio or stereo equipment
in the business premises.
3.22 The Operator shall prepare the document showing the total
revenues of the business operation in each month, and submit
the same to AAT by the 20th of the following month.
3.23 At the end of the fiscal year or the end of the contract of
the Operator, whichever comes first, the Operator shall have
the Certified Public Accountant of the Operator certified and
confirmed the total revenues of the business operation under
this contract, and notify AAT in writing within 150 days from
the end of the fiscal year or the end of the contract of the
Operation, whichever comes first. All expenses incurred
therefrom shall be borne by the Operator.
3.24 In case the Operator has failed to comply with or acted beyond
the contract and AAT has already forwarded a warning letter,
but the Operator has neglected to comply with the contract or
continued to act beyond the contract, AAT shall impose a daily
fine to the Operator from the date of such act at a rate of
0.1% of the monthly remuneration. Thereby, the Operator agrees
to pay the fines to AAT accordingly.
4. Performance Guarantee
In entering into this contract, the Operator has submitted the Letter
of Guarantee No. 029-01-00126-6/93, dated 6 November 2001, issued by
Siam Commercial Bank Public Company Limited, Lak Si Branch, for Baht
702,768.00 (Seven Hundred and Two Thousand Seven Hundred Sixty-Eight
Baht) to AAT as performance guarantee. AAT shall return the said Letter
of Guarantee after the Operator has been relieved from all obligations
under this contract.
5. Termination of Contract
5.1 During the period of this contract, if AAT wishes to terminate
the contract prior to the expiration date under Clause 1, AAT
is entitled to do so; provided that a written notice must be
given to the Operator at least 30 days in advance. Thereby,
the Operator agrees not to xxx or claim for damages from AAT.
In case the Operator wishes to terminate this contract prior
to the expiration date under Clause 1, the Operator is
entitled to do so; provided that a written notice must be
given to AAT at least 90 days in advance, and that the
Operator has no outstanding payment to AAT.
5.2 Each and every clause of this contract is deemed essential. If
it appears that the Operator acts or omits to act in violation
of or non-compliance with any clause herein, or becomes
bankrupt, AAT is entitled to immediately terminate this
contract, claim for damages and forfeit the performance
guarantee under Clause 4.
6. Proceedings after the End of the Contract
6.1 Upon expiration date of the contract or AAT or the Operator
terminates the contract according to Clause 5, as the case may
be, this contract shall end forthwith. The Operator shall
demolish or remove the Operator's property from the business
premises under this contract and return the same to AAT within
seven days from the expiration date or termination date of the
contract, as the case may be.
6.2 If the Operator fails to comply with Clause 6.1, the Operator
consents AAT to repossess the business premises under this
contract immediately, and consent AAT to demolish or remove
the Operator's property from the business premises. Thereby,
the Operator agrees to reimburse AAT of the expenses that AAT
has to pay for such proceedings at the actual amount, and
should any damage occurred due to whatever reasons, the
Operator shall not claim for any damages from AAT.
This contract is made in duplicate. Both parties, having read and understood it
entirely, hereunder sign their names and affix seal (if any) in the presence of
witnesses and each retaining one copy.
AAT The Operator
--- ------------
- signed - - signed -
(ACM Therdsak Satcharak) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Miss Chadphaka Bamrungphong) (Miss Sarinthorn Jongchaidetwong)
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
029-60-00311-6
No. 029-01-00126-6/93 6 November 2001
We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at 00/00, Xxxxxx Xxxxxxxx Xxxx, Xxxxx Bang Khen Sub-district, Lak Si District,
Bangkok, hereby issue this Letter of Guarantee to the Airports Authority of
Thailand, as follows :
1. Whereas King Power Tax Free Co., Ltd. has entered into the Contract of
Permission for Selling Medicines, Medical Supplies and Equipment at the
Bangkok International Airport No. 6-61/2544, and performance guarantee
is required by the Airports Authority of Thailand, for an amount of
Baht 702,768.00 (Seven Hundred and Two Thousand Seven Hundred
Sixty-Eight Baht).
2. We consent to bind ourselves as the guarantor of King Power Tax Free
Co., Ltd. to the Airports Authority of Thailand for an amount not
exceeding Baht 702,768.00 (Seven Hundred and Two Thousand Seven Hundred
Sixty-Eight Baht). That is, if King Power Tax Free Co., Ltd. fails to
comply with the agreement entered with the Airports Authority of
Thailand, or is in breach of any clause of the said agreement, thereby
the Airports Authority of Thailand is entitled to forfeit the
performance guarantee or demand penalty or fines and/or damages from
King Power Tax Free Co., Ltd., we shall promptly make the payment on
behalf of and without requesting King Power Tax Free Co., Ltd. to make
such payment first.
3. We acknowledge and consent in case the Airports Authority of Thailand
has given an extension or leniency for compliance with the agreement to
King Power Tax Free Co., Ltd., provided that the Airports Authority of
Thailand shall notify us without delay. This Letter of Guarantee is
valid from 1 November 2001 to 30 April 2005.
As evidence, we, the Siam Commercial Bank Public Company Limited, Lak Si Branch,
by the undersigned who are empowered to enter juristic act binding the bank,
hereunder sign our names and affix the seal.
- signed - - signed - Guarantor
(Mr. Suchart Wongwiphusana) (Mr. Phaibun Maneerat)
For Managing Director
- signed - Witness
(Mr. Khomkrit Sunthonphithakkun)
- signed - Witness
(Mr. Phakkaphong Xxxxxxxx)
