Lease Agreement
This agreement is made at Bangkok Inter-Continental Hotels Co., Ltd., on 30
April 2001,
between
Bangkok Inter-Continental Hotels Co., Ltd., with offices at 989, Rama I Road,
Pathum Wan Sub-district, Pathum Wan District, Bangkok Metropolis, hereinafter
called the "Lessor" of one part,
and
King Power Duty Free Co., Ltd., with 1. Mr. Xxxxxx Xxxxxxxxxxxx; 2. Mr. Viratana
Suntaranond; 3. Xx. Xxxxx Panyapas; 4. Mrs. Aimon Boonkhundha; 5. Xx. Xxxxxx
Dechapanichkul; 6. ACM Nipon Sakornyen; 7. Mr. Tawat Anukoon; 8. Flight Lt. X.X.
Xxx Ngonrath; 9. Flight Lt. Pradit Mongkolapibal; 10. Flight Lt. Usar Borisuth;
11. Mr. Bancha Pattanapon; as the Directors, whereby the number or name of
Director authorized to sign binding the Company is "Either Mr. Xxxxxx
Xxxxxxxxxxxx or Mr. Viratana Suntaranond is to sign and affix the Company seal,"
represented by Mr. Viratana Suntaranond, the authorized Director, with the head
office at 26th, 27th Floors, Siam Tower, No. 989, Rama I Road, Pathum Wan
Sub-district, Pathum Wan District, Bangkok Metropolis, and the leased premises
Unit A1 and B1 on the 25th Floor, the 26th Floor and the 27th Floor of Siam
Tower, hereinafter called the "Lessee" of the other part. Whereas
(a) The Lessor is the owner of the spaces in the building called "Siam
Tower," situated at 000, Xxxx X Xxxx, Xxxxxx Wan Sub-district, Pathum
Wan District, Bangkok, (hereinafter called the "Office Building") and
(b) The Lessee wishes to lease and the Lessor agrees to lease out the
spaces in the said office building.
Both parties, having read and understood the attached Terms and Conditions of
the Lease, which shall be deemed part of this lease agreement, and agree to
enter this agreement as follows :
1. The Lessor agrees to lease out and the Lessee agrees to lease Unit A1
and B1 on the 25th Floor; covering an area of 700 square metre, on the
26th Floor; covering an area of 1,364 square metre, and on the 27th
Floor; covering an area of 1,364 square metre, totaling 3,428 square
metre, of the office building, and the Lessor and the Lessee have
inspected the same accordingly (hereinafter called the "leased
premises"), with the location and details as appear in the colored area
in the attached chart, which shall be deemed part of this Lease
Agreement.
2. The lease period shall be from 1 May 2001 to 31 October 2003, whereby
the Lessor and the Lessee agree on the rents throughout the lease
period, as follows :
2.1 From 1 May 2001 to 30 September 2001, the total rents shall be
Baht 578,272.00/month (Five Hundred Seventy-Eight Thousand Two
Hundred Seventy-Two Baht).
2.2 From 1 October 2001 to 31 October 2001, the rents shall be
Baht 174.00/square metre/month (One Hundred Seventy-Four
Baht), totaling Baht 596,472.00 (Five Hundred Ninety-Six
Thousand Four Hundred Seventy-Two Baht).
2.3 From 1 November 2001 to 31 October 2002, the rents shall be
Baht 183.00/square metre/month (One Hundred Eighty-Three
Baht), totaling Baht 627,324.00 (Six Hundred Twenty-Seven
Thousand Three Hundred Twenty-Four Baht).
2.4 From 1 November 2002 to 31 October 2003, the rents shall be
Baht 191.00/square metre/month (One Hundred Ninety-One Baht),
totaling Baht 654,748.00 (Six Hundred Fifty-Four Thousand
Seven Hundred Forty-Eight Baht).
3. The Lessee agrees to pay the rents to the Lessor commencing 1 May 2001.
4. The Lessee agrees to make use of the leased premises as offices only.
5. The Lessee shall undertake decoration of the leased premises and open
for business by -. In case the Lessee shall be unable to open for
business on the said date due to force majeure according to Clause 13
of the Terms and Conditions of the lease, for which the Lessee has
notified in writing to the Lessor within three days from the date of
the said incident and the Lessor has approved it, or handing over of
the leased premises under Clause 2 of the Terms and Conditions of the
Lease was delayed, the Lessor shall postpone collection of the rents
and other money the Lessee is to pay the Lessor for the same period as
the force majeure or the delay of the handing over of the leased
premises accordingly.
6. As security for compliance with the agreement of the Lessee and for any
damage which may occur to the Lessor, the Lessee agrees to place the
security deposit to the Lessor for an amount equivalent to the maximum
three-month rents, totaling Baht 1,964,244.00 (One Million Nine Hundred
Sixty-Four Thousand Two Hundred Forty-Four Baht). On the signing date
of this agreement, the Lessee has placed the security deposit of Baht
1,964,244.00 (One Million Nine Hundred Sixty-Four Thousand Two Hundred
Forty-Four Baht) to the Lessor accordingly.
7. Prior to undertaking decoration, the Lessee shall place a security
deposit for decoration for Baht -. If payment is made by cheque, the
payment shall be complete only after the Lessor has collected the money
accordingly.
8. Payment by cheque to the Lessor, under any circumstances, shall be
complete only after the Lessor has collected the money accordingly.
This agreement 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.
Lessor Bangkok Inter-Continental Hotels Lessee King Power Duty Free
Co., Ltd. Co., Ltd.
(Seal)
- signed - - signed -
(Xx. Xxxxx Simasathian) (Viratana Suntaranond)
- signed -
(Mrs. Xxxxxxxxx Chutrakun)
Witnesses Witnesses
- signed - - signed -
(Mrs. Panjai Thongurai) (Xx. Xxxxx Kemasakchai)
- signed - - signed -
(Mr. Narunart Numahan) (Mr. Pathom Ngerndam)
Terms and Conditions of the Lease
1. Scope of Lease
The lease shall be inclusive of the leased premises and the components
and fixtures attached or installed in the leased premises at the time
of entering into this agreement, or which may be attached or installed
or built at a later date.
2. Hand Over of the Leased Premises
2.1 The Lessor shall hand over the leased premises to the Lessee
in month -, year -, and the date of hand over may be extended
at the same period of the delay of construction or the period
the Lessor shall be unable to proceed with the construction
due to force majeure, fire, strike, labor unrest, regulations
or directives of the concerned government agencies, change of
plans, delay in obtaining the necessary permit or approval,
breach of or non-compliance with contract of the supplier, the
contractor or any incident beyond the control of the Lessor.
The Lessee acknowledges that the Lessor agrees to hand over
the leased premises to the Lessee prior to the commencement of
the lease for the Lessee to undertake decoration of the leased
premises in time for the commencement of the lease. If such
undertaking of decoration of the leased premises causes damage
or destroys any part of the leased premises or the office
building which is the property of the Lessor due to the act of
the Lessee, or the Lessee's employee or contractor or any
person connected with the Lessee, the Lessee agrees to make
compensation for such damage directly to the Lessor and with
no dispute whatsoever, and agrees to make compensation for the
total damage to the lessees in the office building and the
shopping center or any person who has been injured due to such
action; and the Lessor is entitled to terminate the lease
agreement and enforce the terms and conditions of the lease
immediately.
2.2 The Lessor shall hand over the leased premises to the Lessee,
without decoration, and according to the following materials
and equipment :
(1) Concrete walls or brick walls, with no paint;
(2) Cement floor having been polished, with T-Bar
ceiling;
(3) Electrical wires, according to the standards of the
Metropolitan Electricity Authority, connecting to the
leased premises;
(4) Air conditioning system, Variable Air Volume (VAV),
with the central AHU;
(5) Automatic water sprinkler system, and fire alarm
system;
(6) Electricity meter (to be installed in engine room and
electrical room in the common property area);
(7) Sockets for receiving telephone and television
signals, including a terminal box for satellite.
However, the Lessor reserves the right to use others material
or equipment with similar quality.
3. Payment of Rents
3.1 The Lessee agrees to pay the rents to the Lessor in advance at
the Lessor's office on monthly basis, on or before the 5th of
each month. If the 5th of any month falls on a holiday of the
Lessor, it shall be postponed to the following working day.
3.2 In case of a delay of the rent, the Lessee consents to pay a
penalty, equivalent to the interest rate at 15% p.a., from the
due date to the date on which payment is made in full. The
Lessee shall not cite payment of such penalty as having
complied with the lease agreement, and it shall not prejudice
the right of the Lessor to proceed according to other clause
herein.
4. Security Deposit
4.1 In case the Lessee has any outstanding amount of the rent or
money payable under this agreement or other contract entered
between the Lessor and the Lessee, or in case any damage or
loss has occurred to which the Lessee is liable, the Lessee
consents the Lessor to deduct such amount from the security
deposit. If the security deposit appears to be insufficient
for such payment, the Lessor is entitled to demand the Lessee
to pay the difference accordingly. The Lessee agrees to pay
the Lessor immediately when the balance of the security
deposit is less than two-month rents.
4.2 Payment of the security deposit shall not be deemed as advance
payment of the rents. The Lessee shall not cite payment of the
security deposit as an excuse for not paying the rent on the
due date specified herein. The Lessee consents the Lessor to
forfeit the security deposit in case the Lessee is in breach
of any clause of this agreement. Forfeiture of the security
deposit shall not prejudice the right of the Lessor to xxx or
claim for damages from the Lessee for a higher amount.
4.3 The said security deposit is for the Lessee's liabilities
under this agreement. Where the agreement ends while the
Lessee is not in breach of the agreement, the Lessor shall
refund the security deposit, without interest, after the
Lessee has vacated the leased premises and returned the same
in proper condition and has no outstanding payment of rent or
other money to the Lessor.
If the Lessee terminates this agreement before the expiration
date, it shall be deemed that the Lessee is in breach of the
agreement, thus the Lessee consents the Lessor to forfeit the
security deposit or other security that the Lessee has paid to
the Lessor, and the Lessee agrees to make compensation payment
for the lack of interest that the Lessor should receive under
this agreement, based on the amount the Lessee has to pay to
the Lessor from the date of termination of the agreement to
the expiration date.
5. Renewal of the Lease Agreement
5.1 If the Lessee wishes to renew the lease agreement, a written
notice must be forwarded to the Lessor at least six months
before the expiration date of the lease. If during the lease
period the Lessee has not breached any clause of the lease
agreement or other contract entered between the Lessee and the
Lessor or any instruction or directive of the Lessor issued to
the lessees in the office building in general, or has never
received a warning letter from the Lessor, and the Lessor has
considered and deemed it appropriate to renew the lease
agreement, the Lessor shall lease out the leased premises for
a another period of three years, from the expiration date of
the lease under this agreement, whereby the terms and
conditions may remain the same or to be revised as specified
by the Lessor, and the rents shall be agreed upon again.
5.2 In case the Lessee does not forward a written notice as
indicated above, or both parties cannot reach an agreement
with regard to the rents for the renewal period, or the Lessee
is unable to sign the new lease agreement within three months
before the expiration date of the lease under this agreement
and make payment according to the new lease agreement on the
signing date thereof, this agreement shall end forthwith.
Thereby, the Lessor has no duty to renew the lease agreement,
and the Lessee is not entitled to request for removal cost or
any damage from the Lessor.
6. Use of the Lease Premises
6.1 The Lessee agrees to make use of the leased premises for the
purpose specified in this agreement only. If the Lessee wishes
to change the purpose of the lease from the above, the Lessee
must obtain a written approval of the Lessor first.
6.2 The Lessee agrees to operate the business indicated in this
agreement throughout the period that the office building opens
for business, and shall operate the said business continuously
throughout the lease period, and shall not lease the leased
premises but not operating the business. If the Lessee is in
breach of this clause, it shall be deemed as a breach of the
lease agreement in substance.
6.3 The Lessee agrees to not transfer the lease or sub-lease or
separate or divide possession of the leased premises, either
in whole or in part, at any time during the lease period under
this agreement, without having obtained a prior written
permission of the Lessor.
If the Lessee is in breach of Clause 6, it shall be deemed
that the Lessee is in breach of the lease agreement in
substance, whereby the Lessor is entitled to terminate this
agreement immediately, before the expiration date, and without
having to give the Lessee an advance notice.
7. Decoration of the Lease Premises
7.1 The Lessee shall undertake decoration of the leased premises
at the Lessee's own expense. Such decoration shall be in
accordance with the drawings and chart approved in writing by
the Lessor. The Lessee agrees to comply with the regulation on
transporting materials, removal and renovation of the leased
premises in all respects.
7.2 The Lessee shall submit the plans for decoration of the leased
premises, air-conditioning system, electrical system, audio
system and other details related to decoration of the leased
premises to the Lessor for consideration and approval in
writing, within 15 days from the signing date of the lease
agreement, prior to entering for undertaking decoration.
In view of this, the Lessor is entitled to request the Lessee
to change the plans or system work or details as the Lessor
deems appropriate.
7.3 On the signing date of the lease agreement or, at the latest,
not later than five days prior to commencement of the
decoration, the Lessee shall pay the security deposit for
decoration of the leased premises at a rate of Baht 10,000.00
for every 100 square metre of the leased premises, and
increasing at a rate Baht 80,000 for each floor. however, such
security deposit shall not exceed Baht 500,000.00 (Five
Hundred Thousand Baht).
7.4 Prior to entering for undertaking decoration of the leased
premises, the Lessee shall arrange for Third Party Public
Liability Insurance, with the insured sum not less than one
million baht, or as specified by the Lessor, to cover the
damage which may occur to the property of a third party. Such
insurance coverage shall be for the whole period of
undertaking decoration of the leased premises. The Lessee
shall submit the said insurance policy to the Lessor.
7.5 In case of a delay in decoration of the leased premises for a
period exceeding 30 days, from the date of opening for
business of the leased premises, the Lessor is entitled to
terminate the agreement and forfeit the security deposit for
the rents, the security deposit for the services and the
security deposit for decoration of the leased premises,
including other money the Lessee has already paid, without
prejudice to the right of the Lessor to claim for additional
damages at the actual amount. Thereby, the Lessee waives the
right to claim for any damage from the Lessor and shall not
enter an action, either civil or criminal, against the Lessor.
7.6 During decoration, the Lessee shall be responsible for the
relevant expenses such as electricity and water supply
charges, removal of garbage and unused materials at a rate
fixed by the Lessor, payable within seven days from the date
of receipt of the Lessor's notice, after which the Lessee
consents the Lessor to deduct such amount from the security
deposit for decoration of the leased premises.
7.7 The Lessee shall decorate the leased premises to be attractive
and up to the general standards of the office building at all
times and at the Lessee's own expense, especially the area
adjacent to the public walkway or the area seen by people
outside the building. If the Lessor deems it appropriate, the
Lessor may inform the Lessee to change the decoration of the
leased premises. If the Lessee fails to do so, without an
appropriate reason, it shall be deemed that the Lessee is in
breach of this agreement in substance.
7.8 The Lessor shall refund the security deposit for decoration of
the leased premises, without interest, to the Lessee after the
Lessee has undertaken decoration of the leased premises as
approved by the Lessor and has complied with the Lessor's
regulations accordingly, and that the Lessee has consented the
Lessor to deduct the damage and fine (if any).
8. Covenant of the Lessee
The Lessee agrees as follows :
8.1 The Lessee agrees to pay all monies to the Lessor on due date
specified in this agreement.
8.2 The Lessee agrees to accept hand over of the leased premises
from the Lessor on the date specified by the Lessor and has
informed to the Lessee.
8.3 The Lessee agrees to make use and possess the leased premises
for the purpose specified in this agreement only.
8.4 The Lessee agrees to not make use of the leased premises for
an illegal or immoral purpose, or allow any person to do so.
8.5 The Lessee agrees to not organize an auction or allow it to
take place in the leased premises.
8.6 The Lessee agrees to not dwell in any part of the leased
premises or allow any person to do so, or to not make use of
or allow any person to make use of the leased premises as a
place to sleep; except for security purpose as necessary and a
prior written permission has already been obtained from the
Lessor.
8.7 The Lessee agrees to not cause or allow any person to cause
nuisance or act or do anything in the leased premises or any
part of the office building, which may be or tend to cause
disturbance or nuisance or damage or difficulty to the Lessor
or others.
8.8 The Lessee agrees to not keep or bring any inflammable,
explosive or hazardous material, or not do or allow or consent
for any act that the result of which may cause any insurance
for the leased premises to be void or canceled, or the
insurance premiums to be increased, and to comply with the
suggestions of the insurance company and the firemen with
regard to fire prevention of the leased premises.
8.9 The Lessee agrees to not place anything that may cause any
part of the leased premises to load exceeding 300 kg. per
square metre.
8.10 Unless a prior written permission has been given by the
Lessor, the Lessee agrees to not construct any structure,
pipe, wiring or column in the leased premises, or not allow
for any alteration or extension of the leased premises, and
not act or allow or consent for loss, depreciation,
destruction or any thing or in or above the leased premises,
and not cut or cause any damage to the wall, wiring, pipe,
drainage, component or thing installed or fitting of the
building or allow for such act.
8.11 The Lessee agrees to not install, construct, attach, display,
paint or allow for such act on any part outside the leased
premises, and not to install sign, poster, announcement,
advertisement, logo, TV or radio or any antenna under any
circumstances, unless a written permission has been given by
the Lessor.
If the Lessee is in breach of this clause, the Lessee consents
that the Lessor has the right to remove the thing that the
Lessee has installed or placed outside the leased premises for
keeping it in an appropriate place, whereby the Lessee shall
be responsible for the expenses incurred from removal and
safekeeping of such thing, and that the Lessee has no right to
claim for any damage. If the Lessee has not collected the
thing after seven days of safekeeping, it shall be deemed that
the Lessee has waived the right on such thing, and the Lessor
is entitled to dispose of or destroy the same, and the Lessee
waives the right to claim for damages.
8.12 The Lessee agrees to hire the contractor who has been
indicated or approved by the Lessor only for installation of
electrical system, telephone, cable TV or satellite dish,
air-conditioner and the utilities related to various systems
of the building.
8.13 The Lessee agrees to maintain the leased premises to be clean
and hygienic, free of foul or harmful odor and noise at all
times, at the Lessee's own expense. Moreover, the Lessee
agrees to maintain inside and the components of the leased
premises, including door, windows and glasses and the articles
tying wires, pipes, ceiling in the leased premises and
painting and wall papers and interior decoration to be in
proper condition throughout the lease period.
8.14 The Lessee agrees to permit the Lessor and/or the Lessor's
representative to enter into and inspect the leased premises
at all times, during reasonable hours. Within 30 (thirty) days
after the Lessor has forwarded a written notice to the Lessee
of any damage, deterioration or requirement for repair found
in the leased premises, the Lessee agrees to arrange for such
repair. An exception is made if it is a wear and tear from the
normal use. In view of this, if the Lessee fails to start or
carry out such repair within one month after having received
the said notice, the Lessor is entitled to enter into the
leased premises and arrange for such repair, and all expenses
incurred therefrom shall become an obligation that the Lessee
has to perform to the Lessor immediately, in addition to the
agreed rent.
8.15 The Lessee agrees to not place or display any merchandise for
selling or vehicle blocking the footpath, entrance stairs,
walkway and the parking lot for common use; unless a written
permission has been obtained from the Lessor.
If the Lessee is in breach of this clause, the Lessee consents
that the Lessor has the right to remove the thing that the
Lessee has installed or placed outside the leased premises for
keeping the same in an appropriate place, whereby the Lessee
shall be responsible for the expenses incurred from removal
and safekeeping of the same, and that the Lessee has no right
to claim for any damage. If the Lessee has not obtained the
thing after seven days of safekeeping, it shall be deemed that
the Lessee has waived the right in such thing, and the Lessor
is entitled to dispose of or destroy the same, and the Lessee
waives the right to claim for damages.
8.16 The Lessee agrees to replace and repair any thing in the
leased premises that has been broken or damaged, at the
Lessee's expense, whether it is due to the fault or negligence
of the Lessee or not.
8.17 The Lessee agrees to pay the Lessor, upon request, for the
expenses incurred from cleaning and/or repair of any part of
the leased premises that has been damaged due to carelessness
of the Lessee or the Lessee's employee.
8.18 The Lessee agrees to respect and comply with the rules and
regulations at all times, including the directives for the
lessees which has been prepared in writing by the Lessor and a
copy thereof has been given to the Lessee. Such directives may
be revised and/or amended as required by the Lessor. in view
of this, the Lessor shall notify the Lessee at least 15
(fifteen) days before effective date of the new directive.
8.19 During the period of 90 (ninety) days before the expiration of
the lease under this agreement (or before this, if this
agreement ends before the expiration date), the Lessee agrees
to permit the Lessor and staff and/or representative of the
Lessor to enter into and inspect the leased premises and show
the leased premises to the new lessee during reasonable hours
of each day.
8.20 Upon the end of the lease, if removal of any thing attached to
or any structure built-in to the floor or ceiling installed by
the Lessee is likely to cause damage to the leased premises,
the same shall become the property of the Lessor. However, in
case the Lessor deems it appropriate, the Lessor has the right
to inform the Lessee to arrange the leased premises for its
return to the previous condition, at the Lessee's own expense,
unless such damage is due to wear and tear of the normal use,
or to pay the Lessor an sufficient amount for such
undertaking, and return the leased premises and all keys to
the Lessor accordingly.
8.21 When this agreement ends due to whatever reasons, the Lessee
shall return the leased premises to the Lessor in proper
condition. If the Lessor has to pay any expense for repair or
making the leased premises to be in proper condition, the
Lessee agrees to be responsible for such expenses.
8.22 The Lessee agrees to not prepare and/or xxxx any food or store
food in the leased premises, unless a prior written permission
has been given by the Lessor or the purpose of the lease is
for operating food outlet or restaurant. In this case, the
Lessee shall arrange for grease receptacle, fire prevention
system, including mouse and insect exterminating, to ensure
safety, cleanliness and hygiene of the leased premises.
8.23 The Lessee agrees to not make use of passenger elevator for
transporting the merchandize, equipment and supply; unless a
written permission has been obtained from the Lessor and in
compliance with the procedure and method set forth by the
Lessor.
8.24 In case the leased premises or any part thereof or the office
building is damaged or destroyed due to negligence or fault of
the Lessee or the Lessee's employee or contractor, the Lessee
agrees to be responsible directly to the Lessor for all
expenses for its return or repair of the damaged thing to the
previous condition, and to make compensation payment to other
lessees as well.
9. Insurance
The Lessee shall arrange fire insurance with an insurance company and
shall be the insured for the leased premises or the property therein
for liabilities to the life and property of the Lessee throughout the
lease period. Whereby, the Lessee shall notify the Lessor in writing
and must obtain a written permission of the Lessor before arranging for
the fire insurance. The Lessee shall submit the insurance policy to the
Lessor for the record, within one month from the effective date of the
lease agreement. Otherwise, it shall be deemed that the Lessee intends
to breach this lease agreement in substance, thereby the Lessor is
entitled to terminate the agreement before the expiration date, without
having to notify the Lessee in advance.
The Lessee shall arrange for third party public liability insurance and
be the insured for the leased premises, in the capacity of the lessee,
throughout the lease period, for an insured sum of not less than Baht
3,000,000.00 for each incident throughout the insurance period or to be
specified by the Lessor. The Lessee shall submit the insurance policy
to the Lessor for the record, within one month from the effective date
of the lease agreement. Otherwise, it shall be deemed that the Lessee
intends to breach this lease agreement in substance, and the Lessor is
entitled to terminate the agreement before the expiration date, without
having to notify the Lessee in advance.
10. Termination of the Lease Agreement
Both parties agree that :
10.1 If and when, during the lease period under this agreement, the
Lessee becomes bankrupt, or an official receiver has been
appointed to operate the Lessee's business, or the Lessee has
entered into an agreement or made a compromise with the
creditors, the Lessor is entitled to terminate this agreement
forthwith, and the Lessee consents the Lessor to repossess the
leased premises or any part thereof, without prejudice to the
right or other settlement that the Lessor has made with the
Lessee with regard to breach of agreement before this.
10.2 If the Lessee is in breach of any clause of the terms and
conditions of this agreement, or fails to perform the Lessee's
duties according to law and fails to take the corrective
action after having received the Lessor's notice, the Lessee
promises and agrees to pay penalty to the Lessor in full at
Baht 100,555.00 (One Hundred Thousand Five Hundred Fifty-Five
Baht) per day, from the date of breach of agreement to the
date on which the corrective action has been taken
accordingly. And the Lessor is entitled to terminate this
agreement, without having to give an advance notice, before
expiration date of the lease agreement. Moreover, the Lessee
agrees to pay the Lessor all expenses and compensation for the
damage that may occur to the Lessor, in addition to the above
mentioned penalty.
10.3 In case the leased premises or any part thereof is damaged or
destroyed during the lease period under this agreement due to
fire or other disaster, the Lessee shall pay the rent
proportionately to such condition and scope of such damage. If
the leased premises is unsuitable for use or possession for a
period exceeding 180 (one hundred and eighty) days, the Lessee
has the right to choose to remain the lessee thereafter or to
terminate this agreement. In case the Lessee terminates this
agreement, refund of the rents shall be made proportionately
only in the event that such damage occurred to the leased
premises is due to the severe fault of the Lessor.
10.4 When this agreement ends, the Lessee agrees to vacate the
leased premises and return the same to the Lessor immediately.
If the Lessee continues to possess the leased premises, the
Lessee shall pay penalty to the Lessor at Baht 100,555.00 (One
Hundred Thousand Five Hundred Fifty-Five Baht) per day, from
the end of the agreement to the date on which the Lessee has
returned the leased premises to the Lessor in proper condition
accordingly, and without prejudice to the right of the Lessor
to claim for additional damages at actual costs.
10.5 This lease is under the condition that if the leased premises
is destroyed or damaged totally, or the Lessee is in breach of
any clause herein or fails to comply with the Lessor's duties
according to law and to such an extent that the Lessor has
exercised the right to terminate this agreement or the service
contract due to whatever reasons, the Lessor is entitled to
terminate this agreement and in such case, this agreement
shall end forthwith.
10.6 It is agreed explicitly that upon expiration of the lease,
this lease agreement shall end without the Lessor having to
notify the Lessee again. In case the Lessor does not agree to
enter into a new lease agreement or extend the lease under
this agreement, the Lessee is not entitled to request for
removal cost or compensation from the Lessor.
10.7 In case the Lessee fails to vacate or return the leased
premises to the Lessor within the period specified above,
besides the solution specified above, the Lessee agrees that
the Lessor or the Lessor's representative has the right to
take the necessary action including destroying the lock or
barrier in order to repossess the leased premises according to
the right of the Lessor. This shall not be deemed that the
Lessor or the Lessor's agent intrudes or violate the right of
the Lessee or the Lessee's attendant or a third party in
anyway. Moreover, the Lessor or the Lessor's representative
has the right to withhold the property of the Lessee or that
of a third party in the leased premises, or remove such person
or property from the leased premises, as the Lessor deems
appropriate. Furthermore, the Lessee consents that the Lessor
or the Lessor's representative has the right to manage the
leased premises and the utilities such as electricity and
water supply in the leased premises, as the Lessor deems
appropriate. Thereby, the Lessee shall be responsible for the
damages and/or other expenses incurred from breach of
agreement of the Lessee, to the Lessor or the Lessor's
representative and/or a third party, and the Lessee shall not
dispute or claim of any damage from the Lessor.
10.8 The rights under this agreement are especially for the Lessee
and non-transferable by heritage or other means, unless a
written permission has been given by the Lessor.
11. Liabilities of the Lessor
11.1 The Lessor shall not responsible to the Lessee for any damage
or harm occurred to the life, body or property of the Lessee
or the Lessee's customers in the office building due to
whatever reasons, including the defect of the building or
place; except in case where such damage is due to an act of
intent or severe negligence of the Lessor or the Lessor's
employee while performing the duties. The Lessor shall not be
responsible to the Lessee for any act or omission to perform
the duty of a third party who is a contractor of other lessee
in the office building in case any damage occurred to the
Lessee. It is the duty of the Lessee to deal with the third
party. However, the Lessee may notify the Lessor for the
record and purpose of management of the office building.
11.2 The Lessor shall not be responsible to the Lessee, under any
circumstances, for any damage which may occur due to any
repair, renovation or undertaking related to the office
building, including electrical, water supply, telephone
air-conditioning systems or other service in the office
building; unless such damage is due to an act of intent or
severe negligence of the Lessor.
12. Transfer of the Rights
The Lessor is entitled to transfer the rights and duties under this
agreement to a third party, without having to obtain the Lessee's
consent.
13. Force Majeure
If any performance of duty under this agreement of either party is
obstructed or restricted or disturbed, the said party, upon receipt of
the other party's notice, shall be exempted from performing such duty
according to the nature of obstruction, restriction or disturbance due
to :
13.1 Fire, explosion, earthquake, strike, closure of business due
to labor dispute, contingent loss or accident, epidemic,
floods, shortage or stop of operation of the labor sources,
electrical power or supplies, or
13.2 War, revolution, civil unrest, act of enemy, closure of port
or prohibition of cargo shipment, or
13.3 Law, order, announcement, directive, municipal law, demand or
requirement of the government or the government agencies, the
officials or the representative thereof.
14. Taxes
The rent under this agreement does not include the taxes and duties
collected by the authorities or government agencies at the time of the
signing date of this agreement. It is the Lessee's duty to pay all
taxes and duties, at the rates prevailing on the date of payment.
Whereby, the Lessor shall notify the Lessee the amount of taxes the
Lessee has the duty to pay under this agreement, from time to time, and
the Lessee agrees to submit such amount to the Lessor within the
specified period. In case the Lessor has made an advance payment for
the taxes, the Lessee agrees to reimburse the Lessor within three days
from the date of receipt of the Lessor's notice. An exception is made
for the building tax, which shall be borne by the Lessor.
15. Notices
Any notice that the Lessor is supposed to forward to the Lessee, if
having been given to any person who is usually present in the leased
premises or at the address or the office of the Lessee as indicated
above, be it a family member or an employee or attendant of the Lessee
or related to the Lessee's business in any way, or having been placed
or posted openly at the leased premises or at the address or the office
of the Lessee as indicated above, it shall be deemed as having duly
forwarded to the Lessee at such time.
16. Expenses
The Lessee agrees to pay a fee of Baht 2,000.00 (Two Thousand Baht) for
preparation of this agreement, and to pay the duty stamps to be affixed
to this agreement as well.
As evidence, both parties hereunder sign their names in the presence of
witnesses on the date indicated above.
Lessor Bangkok Inter-Continental Hotels Lessee King Power Duty Free
Co., Ltd. Co., Ltd.
(Seal)
- signed - - signed -
(Xx. Xxxxx Simasathian) (Viratana Suntaranond)
- signed -
(Mrs. Xxxxxxxxx Chutrakun)
Witnesses Witnesses
- signed - - signed -
(Mrs. Panjai Thongurai) (Xx. Xxxxx Kemasakchai)
- signed - - signed -
(Mr. Narunart Numahan) (Mr. Pathom Ngerndam)
