Contract of Permission for Operating Business of
Selling Thailand's Brand Merchandise and Souvenirs
at Bangkok International Airport
Contract No. 6-34/2544
This contract is made at the Airports Authority of Thailand on 30 July 2001,
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, 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. 0009400 dated 28 May 2001, 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 Thailand's brand
merchandise and souvenirs, in the Departure Hall of the International
Passenger Terminal 1 and 2, the Bangkok International Airport, under
the terms and conditions of this contract, for a period of two years,
from 1 January 2001 to 31 December 2002.
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 Thailand's brand merchandise and
souvenirs, under this contract, to AAT, as follows:
2.1.1 The fee for entering into the contract, Baht 3,334.00 (Three
Thousand Three Hundred Thirty-Four 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 in advance, on monthly basis, by the 5th of every month,
as follows :
Year 1, from 1 January 2001 to 31 December 2001, Baht
2,478,000.00 (Two Million Four Hundred Seventy-Eight Thousand
Baht) per month;
Year 2, from 1 January 2002 to 31 December 2002, Baht
2,725,800.00 (Two Million Seven Hundred Twenty-Five Thousand
Eight Hundred Baht) per month;
The said remuneration does not include 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 the Lessor 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 at the Bangkok
International Airport at the same prices and quantity as the
leading department stores in Bangkok. Any change of the price
of merchandise must be notified to AAT in writing, and shall
proceed only after it has been approved by AAT.
3.7 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.
3.8 The Operator shall have price tags of the merchandise visibly
displayed and in Baht only.
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.
3.9 Should there be any complaint regarding price or quality of
the merchandise, AAT reserves the right to order the Operator
to adjust the price and improve quality of the merchandise as
AAT deems appropriate. In this respect, AAT's decision shall
be final.
3.10 AAT reserves the right to have other operators display or show
or sell the same merchandise as that of the Operator.
3.11 It is prohibited to have a jukebox, audio or stereo equipment
in the business premises.
3.12 Advertisement in the business premises shall be for the
merchandise being sold therein only, and a written permission
of AAT must be obtained first.
3.13 The Operator shall oversee to ensure that every staff and
employee of the Operator shall strictly comply with the
regulations, directives and instructions of AAT, especially
those serving the customers must dress properly and have the
name tag or label as endorsed by AAT.
3.14 The Operator shall comply with the laws governing the business
operation under this contract, both the existing ones and
those to be enacted in the future.
3.15 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, from time
to time, at reasonable hours.
3.16 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.
3.17 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.
4. Performance Guarantee
In entering into this contract, the Operator has submitted the Letter
of Guarantee No. 00744000184, dated 5 June 2001, issued by DBS Thai
Danu Bank Public Company Limited, Pathum Wan Branch, for Baht
17,990,280.00 (Seventeen Million Nine Hundred Ninety Thousand Two
Hundred Eighty 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.
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
--- ------------
(Seal)
- signed - - signed -
(Flight Lieutenant Usar Borisuth) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthorn Jongchaidetwong)
DBS THAI DANU BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
No. 00744000184 5 June 2001
We, DBS Thai Danu Bank Public Company Limited, Pathum Wan Branch, with offices
at 000/0-0, Xxxx Xxxxxx Soi 2, Phaya Thai Road, Pathum Wan Sub-district, Pathum
Wan 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 entered into the Contract of
Permission for Operating Business of Selling Thailand's brand
Merchandise and Souvenirs Lease Agreement No. 6-34/2544, and
performance guarantee is required by the Airports Authority of
Thailand, for an amount of Baht 17,990,280.00 (Seventeen Million Nine
Hundred Ninety Thousand Two Hundred Eighty Baht).
2. By means of this letter, DBS Thai Danu Bank Public Company Limited,
Pathum Wan Branch, guarantees that if King Power Tax Free Co., Ltd. is
in breach of the said contract, thereby the Airports Authority of
Thailand is entitled to demand any penalty, fine and/or damages from
King Power Tax Free Co., Ltd., we shall promptly make the payment for
an amount not exceeding Baht 17,990,280.00 (Seventeen Million Nine
Hundred Ninety Thousand Two Hundred Eighty Baht) to the Airports
Authority of Thailand, on behalf of King Power Tax Free Co., Ltd. This
Letter of Guarantee is valid from 1 January 2001 to the expiration date
of Contract of Permission for Operating Business of Selling Thailand's
brand Merchandise and Souvenirs Lease Agreement No. 6-34/2544.
As evidence, we, DBS Thai Danu Bank Public Company Limited, Pathum Wan Branch,
by the undersigned who are empowered to enter juristic act binding the bank,
hereunder sign our names and affixed the seal.
- signed - - signed - Guarantor
(Xxx. Xxxxxxx Chiranon) (Miss Manthana Krukaew)
Deputy Director & Chief, Customer Service
Branch Manager
- signed - - signed - Witness
(Mr. Sonram Seantsuthi) (Xx. Xxxxxx Ratankritnanon)
