Contract of Permission for Operating the Business
of Selling Merchandize and Souvenir
at Chiangmai International Airport
Contract No. ChorMor. 1-20/2540
This contract is made at Airports Authority of Thailand on 9 July 1997 between
Airports Authority of Thailand, represented by Group Captain Panya Siangcharoen,
Deputy Governor of Airports Authority of Thailand, hereinafter called "AAT" of
one part, and J.M.T. Group Co., Ltd., registered as a juristic person Company
Limited under the Civil and Commercial Code, with the head office at 189/58 Soi
Wat Daowadung, Somdej Phra Pinklao Road, Xxxxx Bang Xxx Xxxx, Khet Bang Plad,
Bangkok, and a branch office at International Passengers Building, Bangkok
International Airport, represented by Mr. Viratana Suntaranond, the authorized
person to enter juristic act binding J.M.T. Group Co., Ltd. according to the
Certificate No. Chor 1903 dated 5 February 1997 issued by the Office of
Partnership/Company Registration, Bangkok, hereinafter called "the Business
Operator" of the other part.
Whereas Airports Authority of Thailand is desirous to have a business operation
selling merchandize and souvenir at Chiangmai International Airport and the
Business Operator is competent and desirous to operate the said business.
Therefore, both parties agree to enter into a contract, as follows:
1. Business Operation
AAT agrees to give permission and the Business Operator agrees to receive
the permission to operate the business of selling merchandize and souvenir
to the airport's passengers or service users in the passengers building at
Chiangmai International Airport under the terms and conditions of this
contract. for a period of three years, from 1 June 1997 to 31 May 2000.
2. Fee, Remuneration, Tax & Duty, Miscellaneous Expenses and Method of
Payment
2.1 The Business Operator agrees to pay a fee for entering into the
contract and remuneration for receiving permission to operate the
business of selling merchandize and souvenir under this contract to
AAT, as follows:
2.1.1 Fee for entering into the contract, Baht 5,000.- (Five Thousand
Baht), not including value added tax.
2.1.2 Regarding remuneration for receiving permission to operate the
business of selling merchandize and souvenir under this
contract, the Business Operator agrees to make monthly payment
to AAT in advance by the 5th of every month:
The first year, from 1 June 1997 or the opening date of
business, whichever comes first, to 31 May 1998, Baht
22,000.- (Twenty Two Thousand Baht) per month
The second year, from 1 June 1998 to 31 May 1999, Baht
24,200.(Twenty Four Thousand Two Hundred Baht) per month
The third year, from I June 1999 to 31 May 2000, Baht
26,620.(Twenty Six Thousand Six Hundred Twenty Baht) per
month
The said remuneration does not include value added tax, for which
the Business Operator has the duty to pay at the rate stipulated
by law.
2.2 The remuneration the Business Operator agrees to pay to AAT according
to Clause 2.1.2 is calculated from the business premises of
approximately 67.25 square metre. If it appears, after completion of
the renovation and decoration, that the business premises shall be
increased or decreased from the original, the Business Operator agrees
to pay the increased or decreased remuneration to AAT accordingly to
the increased or decreased space multiplied by the average
remuneration per square metre.
2.3 The Business Operator shall be responsible for payment of taxes and/or
miscellaneous expenses incurred from business operation under this
contract at the rates stipulated by law and/or AAT's directives.
2.4 All payment under this contract shall be made to Administrative
Section, Chiangmai International Airport. After the Business Operator
has made payment to AAT, AAT shall issue a receipt to the Business
Operator as evidence. The receipt shall have the signatures of
Director, Finance Division, Finance Department, of AAT or the
designated person, jointly with finance officer, Administrative
Section, Chiangmai International Airport or the designated person.
If the Business Operator is in default of payment due to AAT under
this contract, the Business Operator agrees to pay a fine to AAT at a
rate of 1.5% (one point five) per month of the outstanding amount.
Fraction of a month shall be calculated as one month.
The Business Operator acknowledges that this context is separate and
shall not impair AAT's right to terminate the contract or the right of
claim.
3. Duties and Responsibilities of the Business Operator
3.1 In operating the business under this contract, the Business Operator
agrees to invest in renovation and decoration of the premises to be
beautiful and modern, and acquire tools and equipment at the Business
Operator's own expense.
3.2 The Business Operator shall not transfer the business operation under
this contract or permit a third party to operate it, either in part or
in whole; unless a written permission has been obtained from AAT
first. In view of this, though the Business Operator may have obtained
permission from AAT, the Business Operator shall remain to be liable
to the business operation under this contract.
3.3 The Business Operator shall operate the business under this contract
with expertise, caution and abilities in accordance with the standard
of operators in this particular business, whereby the Business
Operator shall take into account AAT's reputation and image.
3.4 In operating the business of selling merchandize and souvenir under
this contract, the Business Operator agrees to sell only ceramics,
silverware, music records and tape, video tape, souvenir,
miscellaneous items, cigarettes and cigars only.
It is prohibited for the Business Operator to provide services or sell
the following:
snacks and beverages
food court
packaged local food
materials and products made of silk, cotton
accessories
flower and fruit
book, magazine, map, postcard, postal products, CDROM, tourism
tape, video and book, and stationery
3.5 The Business Operator shall sell the merchandize at the prices and
quality equivalent to those in the Business Operator's branch or the
same type of shop located in department store in Chiangmai Province.
3.6 The Business Operator shall have price tags visibly displayed, in Baht
and other foreign currencies as deemed appropriate. In case the
Business Operator has received a different foreign currency from the
price tag, the Business Operator shall use the same exchange rate as
the bank in Chiangmai International Airport. Moreover, the exchange
rates shall be visibly displayed.
3.7 The Business Operator shall forward a written price list of
merchandize to AAT prior to opening the business. In case of any
change of price or merchandize, AAT shall be notified on every
occasion.
3.8 Should there be any complaint regarding the price or quality of the
merchandize, AAT reserves the right to request the Business Operator
to adjust the price or quality thereof as AAT deems appropriate.
3.9 If the Business Operator has other income from advertising, such
advertising shall be of the merchandize on sale only; whereby a
written permission must be obtained from AAT first.
3.10 AAT reserves the right to specify the type of merchandize and notify
the Business Operator to refrain from selling certain types of
merchandize that AAT deems inappropriate, for which the Business
Operator shall strictly comply.
3.11 The Business Operator shall open the business under this contract
daily, at least from 08.00 to 21.00 hrs. If the Business Operator is
desirous of changing the opening and closing time of business, a
written permission must be obtained from AAT first.
3.12 The Business Operator shall oversee the staff or employees or the
persons whom the Business Operator have appointed, assigned, hired or
asked to perform various works in the business operation to dress in
neat uniforms. Especially, the staff and employees who provide
services shall pin their name tags and perform their duties politely
and in good manner.
3.13 In operating the business under this contract, if any damage occurred
to the property or reputation of AAT, whether by any action of the
Business Operator or the person whom the Business Operator has
appointed, assigned, hired or asked to perform various works in the
business operation, the Business Operator shall make compensation for
such damage.
3.14 The Business Operator shall facilitate staff of AAT, who have been
appointed or assigned to oversee the Business Operator's business
under this contract, to have access to the premises or documents
related thereto, as well as to audit the Business Operator's accounts
from time to time during reasonable hours.
3.15 The Business Operator shall comply with the laws governing the
business operation under this contract, be it existing or to be issued
in the future.
3.16 The Business Operator shall show the total monthly income from the
business operation under this contract to AAT by the 20th of the
following month. Of the amounts received in foreign currencies, the
Business Operator shall convert them into Baht, using the same
exchange rates of the bank in Chiangmai International Airport as at
the last day of the month.
4. Performance Guarantee
In entering into this contract, the Business Operator has submitted the
Letter of Guarantee No. L/G L40-1433 dated 13 June 1997 of Metropolitan
Bank Public Company Limited for Baht 133,100, - (One Hundred Thirty-Three
Thousand One Hundred Baht) to AAT as security for performance according to
the contract. The said Letter of Guarantee shall be returned after the
Business Operator has been relieved from all obligations under this
contract.
5. Exercising the Right to Terminate the Contract
5.1 During the contract period, if AAT is desirous to terminate the
contract prior to the expiration date specified in Clause 1, AAT has
the right to do so; provided that a written notice shall be given not
less than 30 (thirty) days in advance. In this respect, the Business
Operator has no right to claim for any damages from AAT.
5.2 If there is reasonable grounds to believe that the Business Operator
shall not be able to operate the business under this contract
successfully or the Business Operator is in breach of any clause of
the contract, AAT has the right to terminate this contract and permit
a third party to operate the business thereafter. Furthermore, the
Business Operator shall be responsible for paying damages to AAT as
well.
6. Dispute
In case of any dispute arisen from this contract, both parties agree that
the case shall be presented to the court in Bangkok.
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 Business Operator
(Signed) Group Captain (Signed)
(Panya Siangcharoen) (Mr. Viratana Suntaranond)
Witness Witness
(Signed) (Signed)
(Miss Chor. Jaruwan Petpaisit) (Mrs. Manunya Benjakun)
