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Exhibit 10.14
THIS AGREEMENT is made the 1st day of February, 1999 BETWEEN
(1) Beijing City Hotel Company Limited, a limited company incorporated in
the Peoples Republic of China whose registered office is situate at 4
Gong Ti Xxxx Xx, Xxxx Xxxx District, Beijing, Peoples Republic of China
("Party A") of the one part; and
(2) Xxxxxx International Travel Services Limited, a limited company
incorporated in Hong Kong whose registered office is situate at Flats A
and B, 12th Floor, Gold Union Commercial Building, Xx. 00 Xxxxxxxxx
Xxxx Xxxxxxx, Xxxx Xxxx ("Party B") of the other part.
WHEREAS : -
(1) Party A is running a tourist business in China and is operating several
trips from Beijing to Hong Kong via Xian ("the Trips"). Details of the
Trips and the prices therefor ("the Prices") (subject to seasonal
fluctuation) are contained in the several brochures ("the Brochures")
which are annexed hereto.
(2) Party A is desirous of sub-contracting out those stages of the Trips to
be operated in Hong Kong ("the Hong Kong Stages") in the manners
hereinafter stipulated.
NOW THEREFORE IT IS MUTUALLY AGREED : -
1. Party A shall refer/assign all its customers for the Trips ("the Customers")
to Party B (and to Party B only) as its exclusive sub-contractor for the
operation of the Hong Kong Stages of the Trips from the reception of the
Customers from Xian in the Hong Kong airport until the departure of the
Customers in the Hong Kong airport back to Beijing. Party B agrees to act as
such exclusive sub-contractor and to take up the operation of the Hong Kong
Stages of the Trips in the manners hereinafter stipulated.
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2. Party A shall be responsible for purchasing the round trip tickets for the
whole of the Trips for the Customers and shall ensure that each of the Customers
shall hold a set of valid round trip ticket before departure from Beijing/Xian.
3. Party A shall also be responsible for purchasing the round trip insurance
coverage for the whole of the Trips for each of the Customers and shall ensure
that each of the Customers shall hold a valid coverage of such insurance before
departure from Beijing/Xian.
4. Party B shall be responsible for all the costs and expenses within the ambit
of the operation of the Hong Kong Stages of the Trips in the manners hereinafter
stipulated and in accordance with the Brochures, except the costs of all the
air-tickets and insurance coverage for the whole of the Trips, which are the
responsibilities of Party A. For avoidance of doubt, all costs and expenses
incurred outside the ambit of the operation of the Hong Kong Stages of the Trips
are the responsibility of Party A.
5. In operating the Hong Kong Stages of the Trips, Party B shall ensure that the
routes, the activities, the accommodations, the transportations (except the
airway parts which are the responsibility of Party A), the guide-services and
every other aspects of and incidental to the Hong Kong Stages of the Trips are
operated in strict adherence to and compliance with those modes, qualities and
standards as specified in the Brochures.
6. In operating the Hong Kong Stages of the Trips, Party B shall, when
receiving, entertaining and guiding the Customers, ensure that such trip names
and/or marks, signs or logos as specified in the Brochures shall be clearly,
distinctively and visibly exhibited, erected, posted up or hanged up so as to
allow the Customers to easily identify the same as the Trips for which they are
joining.
7. In order to perform its duties in operating the Hong Kong Stages of the
Trips, Party B shall, upon receiving notice from Party A that any of the Trips
is about to commence, make without delay all preliminary arrangements and
checkings such as accommodation bookings, transportation bookings (except the
airway parts which are the responsibility of Party
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A), sight-seeings availability and guide-services recruiting etc. so as to
ensure that the Hong Kong Stages of the Trips can be properly and smoothly
operated. In case any problem is encountered or foreseen by Party B, it shall
immediately inform Party A of the same so as to allow Party A of sufficient time
to consider the cancellation of the Trips. Party A undertake to give sufficient
prior notice to Party B of the commencement of any of the Trips so as to allow
Party B of sufficient time to make such preliminary arrangements and checkings.
8. In case any complaint by the Customers is made to Party B or any problem is
encountered by Party B during the operation of the Hong Kong Stages of the
Trips, Party B shall inform Party A of the same immediately and shall try its
best to resolve such complaint or problem promptly and fairly. In operating the
Hong Kong Stages of the Trips, arty B shall be personally liable for and shall
keep Party A indemnified against any claims by the Customers arising from any
breach of or deviation from or non-fulfilment of those modes, qualities or
standards in respect of the Hong Kong Stages of the Trips as specified in the
Brochures PROVIDED that any defence or exclusion or limitation factor available
under the terms and conditions for the provision of the Trips which are
available to Party A to meet such claims shall also be available to Party B in
operating the Hong Kong Stages of the Trips.
9. Party B shall not without the consent in writing of Party A pledge or engage
the credit of Party A or enter into or purport to enter into any contract on
behalf of Party A.
10. Party B shall not without the consent in writing of Party A disclose to the
Customers its name as the sub-contractor or operator of the Hong Kong Stages of
the Trips and shall ensure that such trip names and/or marks, signs or logos as
specified in the Brochures shall throughout the Hong Kong Stages of the Trips be
used as the identifiers for the Trips to the Customers only.
11. In consideration of the services to be provided by Party B in the operation
of the Hong Kong Stages of the Trips, Party B shall be entitled to receive from
Party A a remuneration equal to 60% of the Prices paid by the Customers for the
Trips. Such remuneration shall be paid by Party A to Party B before the
commencement of the Trips. In case there is any subsequent
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fluctuation in the Prices, the actual amounts to be received by Party B shall
fluctuate accordingly PROVIDED that if there is any reduction in the Prices
without the prior consent of Party B, Party B shall be entitled to refuse to
take up those Trips at the reduced Prices.
12. Party A undertakes that it shall receive the full amounts of the Prices from
the Customers before any of the Trips shall commence.
13. This Agreement shall commence on the date hereof and continue in force
thereafter until terminated :
(a) By either party giving not less than 3 months' written notice
of termination to the other; or
(b) Forthwith by either party giving written notice to the other
party in any of the following events :
(i) if a distress or execution is levied against any of
the property of the other party and is not paid out
within 14 days; or
(ii) if the other party creases to carry on its business
or substantially the whole of its business; or
(iii) if the other party announces that it is intending to
cease, or considering ceasing to carry on its
business or substantially the whole of its business;
or
(iv) if an encumbrancer takes possession, or a receiver is
appointed of any party of the assets of the other
party.
14. The termination of this Agreement under the preceding clause shall not
prejudice any rights of either party in existence prior to the effective date of
termination. In the event of a termination under sub-clause (a) above the
termination shall not apply in relation to the Trips which have commenced prior
to the effective date of termination and the rights and obligations of each
party under this Agreement in respect of such trips shall survive the
termination and be enforceable notwithstanding such termination. In the event of
a termination under sub-clause (b)
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above such provision shall apply in relation to the Trips commenced prior to the
effective date of termination as the party terminating this Agreement shall
stipulate as being most appropriate for giving effect to the substance of this
Agreement and the interests of the Customers in the circumstances which have
arisen.
15. Any notice given hereunder by either party to the other may be sent by
facsimile transmission or prepaid recorded delivery post to the party's address
given above in which event it shall be deemed to have been received within 2
working days after the date of posting. Any notice given by facsimile shall be
deemed immediately received upon confirmation of completion of such
transmission.
16. This Agreement shall supersede any and all previous agreements or
arrangements between the parties hereto.
17. This Agreement takes effect on 1st January 1999 and shall be deeded made on
that day.
18. This Agreement shall be interpreted and governed by the laws of Hong Kong
and the parties hereto submit to the non-exclusive jurisdictions of the courts
of Hong Kong.
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SIGNED by XXXXX XXXXXX )
)
for and on behalf of Party A )
)
in the presence of : - )
SIGNED by XXXXX XXXX MING )
)
for and on behalf of Party B )
)
in the presence of : - )
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