Duplicate
Contract of Permission for Operating Business
Selling Souvenirs and Miscellaneous Items
in Domestic Passenger Terminal
Bangkok International Airport
Contract No. 6-10/2543
This contract is made at the Airports Authority of Thailand on 9 November 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. 0014573 dated 7 September 2000, 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 souvenirs and
miscellaneous items to the passengers and the service users in the
Domestic Passenger Terminal, the Bangkok International Airport, under
the terms and conditions of this contract, for a period of three years,
from 18 March 2000 to 17 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 souvenirs and miscellaneous
items, 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 of
selling souvenirs and miscellaneous items under this
contract to AAT, on monthly basis, in advance and by
the 5th of every month, as follows :
Year 1, from 18 March 2000 to 17 March 2001, Baht
1,060,500.00 (One Million Sixty Thousand Five Hundred
Baht Only);
Year 2, from 18 March 2001 to 17 March 2002, Baht
1,113,525.00 (One Million One Hundred Thirteen
Thousand Five Hundred Twenty-Five Baht Only); and
Year 3, from 18 March 2002 to 17 March 2003, Baht
1,169,201.25 (One Million One Hundred Sixty-Nine
Thousand Two Hundred and One Baht Twenty-Five
Satang).
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 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.
2.3 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 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
standards 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 sell every item of merchandise at the same
price and quality as those being sold in the same type of
shops located in the leading department stores in Bangkok
Metropolis.
If AAT finds that the Operator is selling overpriced
merchandise than stipulated under this clause, a daily fine
shall be imposed at 100 times of the overpriced merchandise,
from the date of discovery to the date on which the selling
price shall be adjusted to the same as those being sold in the
same type of shops located in the leading department stores in
the Bangkok Metropolis area. If the Operator fails to take
corrective action and AAT has issued three written warnings,
AAT reserves the right to immediately terminate this contract.
Thereby, the Operator shall not xxx AAT for damages.
3.6 The Operator shall have price tags of the merchandise visibly
displayed and in Baht only.
3.7 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.
3.8 The Operator shall submit written price lists of the
merchandise to AAT 15 days before opening the business. The
Operator shall notify AAT in writing of any change of the
merchandise item or price on every occasion.
3.9 Should there be any complaint regarding price or quality of
merchandise, AAT reserves the right to order the Operator to
adjust the price and improve the quality as deemed
appropriate. In this respect, AAT's decision shall be final.
3.10 If the Operator has other income, in terms of advertisement,
such advertisement must concern the merchandise being sold in
the shop only and a written permission must be obtained from
AAT first.
3.11 AAT reserves the right to specify the types of merchandise or
notify the Operator to refrain from selling the types of
merchandise AAT deems inappropriate, with which the Operator
shall strictly comply.
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 The Operator must have seasonal merchandise available as
informed by AAT from time to time.
3.14 The souvenirs and miscellaneous items shall be made in
Thailand products, or those made abroad with permission for
sale in Thailand. Their quality must be as good as the same
types of souvenirs and miscellaneous items being sold in the
leading department stores of Thailand.
3.15 The prohibited merchandise in the premises are illegal
souvenirs and miscellaneous items, souvenirs and miscellaneous
items not being allowed for hand-carry onto airplane, food,
snack and all kinds of drink, including alcoholic beverages.
3.16 The Operator shall arrange to have compact boxes or packages
for containing souvenirs and miscellaneous items which are
suitable for hand carry onto an airplane.
3.17 The Operator shall not place any advertising board in the
premises, unless a written permission has been obtained from
AAT.
3.18 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.
3.19 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.
3.20 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.
3.21 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.
3.22 AAT reserves the right to make any addition and/or amendment
of the terms and conditions of the contract as deemed
beneficial to AAT, without having to give an advance notice,
for which the Operator shall comply accordingly.
3.23 The Operator shall be responsible for any damage occurred in
the Bangkok International Airport due to the Operator's
business in the Bangkok International Airport, and shall make
compensation for any damage due to lack of income of AAT as
well.
4. Performance Guarantee
In entering into this contract, the Operator has submitted the Letter
of Guarantee No. L 43-1111 dated 24 October 2000, issued by Bangkok
Metropolitan Bank Public Company Limited, for Baht 7,716,729.00 (Seven
Million Seven Hundred Sixteen Thousand Seven Hundred Twenty-Nine Baht
Only), 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 Operator
- signed - - signed -
(Flight Lieutenant Usar Borisuth) (Mr. Viratana Suntaranond)
Witness Witness
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
(Revenue Stamps)
-----------------------------------------
Upon expiration or release of obligation,
please return it to the Bank.
-----------------------------------------
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
Xx. 0 Xxxxxxx Xxxx 0 Xxxx, Xxxxxxx Metropolis
Tel. 0000000, 0000000
X/X Xx. X 00-0000
Xxxxxx of Guarantee
24 October 2000
We, Bangkok Metropolitan Bank Public Company Limited, with offices at 2 Chaloem
Khet 4 Road, Thepsirin Sub-district, Pom Prap Sattru Phai 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 merchandise and souvenirs in the
Domestic Passengers Terminal, the Bangkok International Airport,
according to the Contract No. 6-10/2542 entered with the Airports
Authority of Thailand, and a Letter of Guarantee is required as
performance guarantee for an amount of Baht 7,716,729.00 (Seven Million
Seven Hundred Sixteen Thousand Seven Hundred Twenty-Nine Baht Only).
2. By means of this letter, Bangkok Metropolitan Bank Public Company
Limited, guarantee that if King Power Tax Free Co., Ltd. fails to
comply with the contract or is in breach of any clause of the said
contract, thereby the Airports Authority of Thailand is entitled to
impose fines to and/or claim for indemnity from King Power Tax Free
Co., Ltd., Bangkok Metropolitan Bank Public Company Limited shall pay
an amount not exceeding Baht 7,716,729.00 (Seven Million Seven Hundred
Sixteen Thousand Seven Hundred Twenty-Nine Baht Only) to the Airports
Authority of Thailand on behalf of King Power Tax Free Co., Ltd.
This Letter of Guarantee is valid from 18 March 2000 to 17 March 2003, after
which Bangkok Metropolitan Bank Public Company Limited shall be relieved from
the responsibility or obligation as indicated herein. As evidence of this
guarantee, Bangkok Metropolitan Bank Public Company Limited hereunder sign our
names in the presence of witnesses.
For Bangkok Metropolitan Bank Public Company Limited
- signed - Guarantor - signed - Guarantor
(Xx. Xxxxxxx Sinlapasophon) (Mr. Chukiat Prathipthong)
Acting Director, Credit and Assistant Managing Director
Security Department
- signed - Witness - signed - Witness
(Xx. Xxxxxxx Xxxxxxxxxx) (Miss Suwari Sinthuphuthikun)
