Contract of Permission for Operating Business
Selling Souvenirs and Miscellaneous Items
at Domestic Passengers Terminal
Bangkok International Airport
Contract No. 6-06/2542
This contract is made at the Airports Authority of Thailand on 18 February 1999
between the Airports Authority of Thailand, represented by Flight Lieutenant
Pradit Mongkonapiban, 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. 0013853 dated 17 December 1998 issued by the Office of
Partnership/Company Registration, Bangkok Metropolis, hereinafter called the
"Operator" of the other part.
Whereas AAT is desirous of having a business operation selling souvenirs and
miscellaneous items at the Domestic Passengers Terminal, the Bangkok
International Airport
and the Operator is competent and desirous of operating the said business.
Therefore, AAT and the Operator agree to enter into a contract, 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 service users at the Domestic
Passengers Terminal, the Bangkok International Airport, from 1 February
1999 to 17 March 2000.
2. Fee, Remuneration, Taxes/Duties, Other Expenses and Method of Payment
2.1 The Operator agrees to pay a fee for entering into this
contract and remuneration for receiving permission for
operating business of selling souvenirs and miscellaneous
items under this contract to AAT, as follows:
2.1.1 Fee for entering into this contract, Baht 1,945.00
(One Thousand Nine Hundred Forty-Five Baht Only) not
including the value added tax.
2.1.2 Regarding the remuneration for receiving permission
for operating business of selling souvenirs and
miscellaneous items under this contract, the Operator
agrees to make monthly payment to AAT in advance by
the 5th of every month at Baht 1,010,000.00 (One
Million and Ten Thousand Baht Only). The said
remuneration does not include the value added tax that
the Operator has a duty to pay at the rate stipulated
by law.
2.2 The Operator shall be responsible for payment of the taxes
and/or other expenses incurred from 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 to 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 to AAT 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 it
shall not impair AAT's right 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. Though having obtained the
permission from AAT, the Operator remains to be liable to the
business operation under this contract.
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 others would think that it
is 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 the Bangkok
area.
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 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 selling price tags 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 Domestic
Passengers Terminal 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 - close of business on any
day is not permitted. The business hours for selling souvenirs
and miscellaneous items 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 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 an 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 that every staff and employee
wearing the uniform with name tag as endorsed by AAT, and that
they strictly comply with the regulations, directives and
instructions of AAT. In case of any violation, the Operator
consents AAT to proceed as deemed appropriate.
3.19 In operating the business under this contract, if any damage
occurred to the property or reputation of AAT by any act of
the Operator or that of the person whom the Operator has
appointed, assigned, hired or requested to perform any task,
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 premises, merchandise,
selling prices and the relevant documents, including auditing
of the Operator's books of accounts.
3.21 The Operator shall comply with the provisions of the existing
and future laws governing this type of business operation.
3.22 AAT reserves the right to add conditions to the contract
and/or amend this contract where it is deemed beneficial to
AAT without having to give an advance notice, with which the
Operator shall comply.
3.23 The Operator shall be responsible and compensate for all
damages occurred in the Bangkok International Airport due to
the Operator's business in the Bangkok International Airport
as well as indemnity for lack of income to AAT.
4. Performance Guarantee
In entering into this contract, the Operator has submitted the Letter
of Guarantee No. L 42-0080 dated 1 February 1999, issued by Bangkok
Metropolitan Bank Public Company Limited, for Baht 6,666,000.00 (Six
Million Six Hundred Sixty-Six Thousand 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 validity, if AAT wishes to terminate this contract
prior to the expiration date prescribed in 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 indemnity from
AAT.
In case the Operator wishes to terminate this contract prior
to the expiration date prescribed in 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 of 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 of this contract, or
becomes bankrupted, AAT is entitled to immediately terminate
this contract, claim for indemnity 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.
AAT The Operator
--- ------------
- signed - - signed -
(Flight Lieutenant Pradit Mongkonapiban) (Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakakit) (Miss Sarinthon Chongchaidejwong)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
Xx. 0, Xxxxxxx Xxxx 0 Xx., Xxxxxxx Metropolis
Tel. 0000000, 0000000
X/X Xx. X 00-0000
Xxxxxx of Guarantee
1 February 1999
We, Bangkok Metropolitan Bank Public Company Limited, with offices at 2 Chalerm
Khet 4 Road, Thepsirin Sub-district, Pom Prap Sattru Phai District, Bangkok
Metropolis, 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 souvenirs and miscellaneous items at the Domestic
Passengers Terminal, Bangkok International Airport, according to the
Contract No. 6-06/2542 entered with the Airports Authority of Thailand, and
a Letter of Guarantee is required as performance guarantee for an amount of
Baht 6,666,000.00 (Six Million Six Hundred Sixty-Six Thousand 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 6,666,000.00
(Six Million Six Hundred Sixty-Six Thousand Baht Only) to the Airports
Authority of Thailand on behalf of King Power Tax Free Co., Ltd.
This Letter of Guarantee is valid from 29 January 1999 to 28 July 2000, 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. Xxxxxxxxxxx Sanguansak) (Miss Nipapan Ekintumat)
Director, Dept and Security Department Deputy Director, Dept and
Security Department
- signed - Witness - signed - Witness
(Mr. Sontaya Sakonwaree) (Xx. Xxxxxx Xxxxxxxxxx)
