Duplicate
Contract of Permission for Operating Business
Selling Bottled Liquor, Cigarettes, Tobacco, Cigar and Related Devices
Bangkok International Airport
Contract No. 6-04/2543
This contract is made at the Airports Authority of Thailand on 21 January 2000,
between the Airports Authority of Thailand, represented by Flight Lieutenant
Usar Borisuth, Deputy Managing Director, Acting 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, 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. 0014837 dated 14 October 1999, issued by the Office of
Partnership/Company Registration, Bangkok, 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 bottled liquor,
cigarettes, tobacco, cigar and related devices, in the Departure Hall
on the 3rd Floor, northern side, of the International Passenger
Terminal 1, the Bangkok International Airport, under the terms and
conditions of this contract, for a period of three years, from 1 April
2000 to 31 March 2003.
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 bottled liquor, cigarettes,
tobacco, cigar and related devices, under this contract, to
AAT, as follows:
2.1.1 The fee for entering into the contract, Baht 5,000.00
(Five Thousand Baht Only), 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, for the
amount equivalent to 15% (fifteen) of the total
revenues, before deduction of expenses, of that
particular month (the total revenues include the
value added tax), or the minimum remuneration the
Operator has agreed to pay to AAT, whichever amount
is higher. The minimum monthly remuneration shall be
as follows :
Year 1, from 1 April 2000, or from the date of
commencement of the business, whichever date is
earlier, to 31 March 2001, Baht 100,800.00 (One
Hundred Thousand Eight Hundred Baht Only);
Year 2, from 1 April 2001 to 31 March 2002, Baht
110,880.00 (One Hundred and Ten Thousand Eight
Hundred Eighty Baht Only); and
Year 3, from 1 April 2002 to 31 March 2003, Baht
121,968.00 (One Hundred Twenty-One Thousand Nine
Hundred Sixty-Eight Baht Only).
The monthly remuneration that the Operator has agreed
to pay AAT under this clause has not included the
value added tax, which the Operator has the duty to
pay at the rate stipulated by law.
2.2 In payment of the remuneration under Clause 2.1.2, the
Operator agrees to pay the minimum remuneration to AAT in
advance, on monthly basis, on or before the 5th of every
month. If the amount of remuneration at the rate 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 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 AAT to terminate this
contract and claim for damages.
3. Duties and Responsibilities of the Operator
3.1 The Operator shall operate the business prescribed herein
only.
3.2 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.
3.3 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.
3.4 The Operator shall operate the business under this contract
with expertise, caution and competence in accordance with the
standards of this type of business, whereby the Operator shall
take into consideration AAT's reputation and image.
3.5 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.
3.6 The Operator must sell the merchandise according to the list
submitted to AAT on the date of selection the operators, which
is attached and deemed part of this contract. If the operator
wishes to sell additional merchandise, the Operator must
submit the list of merchandise and prices (in Baht) to AAT for
consideration on every occasion; and shall proceed only after
a written permission has been given by AAT.
3.7 The Operator must sell the merchandise at the Bangkok
International Airport at the same prices and quantity as at
the Operator's branches, or in line with the leading
department stores in Bangkok Metropolis. Any change of the
price of merchandise must be notified to AAT in writing, and
shall proceed only after a written permission has been given
by AAT. The new prices must be the same as those in the
Operator's branches.
3.8 AAT reserves the right to specify the types of merchandise, or
notify the Operator to stop selling any merchandise as AAT
deems inappropriate; for which the Operator shall strictly
comply.
3.9 The Operator shall have price tags of the merchandise visibly
displayed and in Baht only.
3.10 In case the Operator receives payment in foreign currencies,
the prevalent daily exchange rates of the bank in the
International Passenger Terminal, the Bangkok International
Airport, shall apply accordingly. The currencies exchange
rates shall be visibly displayed.
3.11 Should there be any complaint regarding price or quality of
the merchandise, AAT reserves the right to order the Operator
to adjust the price, improve the quality of the merchandise as
AAT deems appropriate. In this respect, AAT's decision shall
be final.
3.12 The Operator shall open the business selling the merchandise
under this contract on daily basis, whereby close of business
on any day is not permitted. The business hours shall be at
least 06.00 - 24.00 hrs. daily.
If the Operator wishes to change the business hours, a written
permission must be obtained from AAT on every occasion.
3.13 It is prohibited to have a jukebox, audio or stereo equipment
in the business premises.
3.14 Advertisement in the business premises shall be for the
merchandise being sold therein only, and a written permission
of AAT must be obtained first.
3.15 The Operator shall oversee to ensure that every staff and
employee of the Operator shall dress properly, with the name
tag as endorsed by AAT, and that they shall strictly comply
with the regulations, directives and instructions of AAT; in
case of any violation thereof, the Operator consents AAT to
proceed as AAT deems appropriate.
3.16 The Operator shall comply with the laws related to the
business operation under this contract, whether those existed
before or to be enacted at a later date.
3.17 The Operator shall facilitate AAT staff members, 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.
3.18 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 person 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.
3.19 The Operator shall submit the total revenues of the business
operation under this contract and prepare accounts showing
details of sales of merchandise in each month to AAT on
monthly basis, by the 20th of the following month.
3.20 For each fiscal year of the Operator, the Operator shall have
the certified public accountant of the Operator certified and
confirmed the total revenues, before deduction of expenses, of
the business operation at the Bangkok International Airport to
AAT in writing, within 150 days from the end of the fiscal
year, and at the Operator's own expense.
3.21 In case the Operator has failed to comply with the contract or
acted beyond the contract and AAT has forwarded a notice to
the Operator, but the Operator neglected to comply with the
contract or remained to act beyond the contract, AAT shall
impose a daily fine to the Operator effective the date of such
action at 0.1% of the monthly remuneration, and the Operator
agrees to pay the fine as notified by AAT accordingly.
4. Performance Guarantee
In entering into this contract, the Operator has submitted the Letter
of Guarantee No. 029-00-00012-8/108 dated 13 January 2000, issued by
the Siam Commercial Bank Public Company Limited, Lak Si Branch, for
Baht 804,988.80 (Eight Hundred and Four Thousand Nine Hundred
Eighty-Eight Baht Eighty Satang), 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 If there is any reasonable grounds to believe that the
Operator shall not be able to operate the business
successfully, or the Operator is in breach of any clause
herein, AAT is entitled to terminate this contract and permit
a third party to operate the business under this contract
thereafter; thereby the Operator shall be subject to indemnity
to AAT as well.
5.3 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.
This contract is made in duplicated copies. 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.
(Seal of King Power Tax Free Co., Ltd.)
AAT The Operato
--- -----------
- signed - - signed -
(Flight Lieutenant Usar Borisuth) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
(Official Emblem)
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
029-60-00311-6
No. 029-00-00012-8/108 13 January 2000
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 Metropolis, hereby issue this Letter of Guarantee to the Airports
Authority of Thailand, as follows :
1. Whereas King Power Tax Free Co., Ltd. has received a permission to
operate the business of selling bottled liquor, cigarettes, tobacco,
cigar and related devices, at the Bangkok International Airport,
according to the Contract No. 6-04/2543 entered with the Airports
Authority of Thailand, and a Letter of Guarantee is required as
performance guarantee for an amount of Baht 804,988.80 (Eight Hundred
and Four Thousand Nine Hundred Eighty-Eight Baht Eighty Satang).
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 804,988.80 (Eight Hundred and Four Thousand Nine Hundred
Eighty-Eight Baht Eighty Satang). That is, if King Power Tax Free Co.,
Ltd. fails to comply with the contract entered with the Airports
Authority of Thailand, or is in breach of any clause of the said
contract, thereby the Airports Authority of Thailand is entitled to
forfeit the performance guarantee or impose fines to and/or claim for
damages from King Power Tax Free Co., Ltd., we shall promptly make the
payment on behalf 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 contract 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 17 January 2000 to 16 July 2003.
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 affixed the seal.
(Seal of the Siam Commercial Bank Public Company Limited, Lak Si Branch)
- signed - - signed - Guarantor
(Xxx. Xxxxx Dankun) (Mr. Wiphat Lamaikhae)
- signed - Witness
(Mr. Thitiphon Suksomchit)
(Revenue Stamps) - signed - Witness
B3-1 1825364 (Miss Thanyaphon Songsri)
