GENERAL SALES AGENCY- (draft)Bangladesh

1. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
1/14
GENERAL SALES AGENCY AGREEMENT


An Agreement made on 27
th
May, 2014 between Golden Myanmar Airlines Public Co. Ltd.
(hereinafter referred to as "the Carrier") and Euclid Ltd. (hereinafter referred to as "the Agent").

WHEREAS

The Carrier has offered the Agent to act on its behalf to the extent of and in accordance with the
conditions hereinafter contained and the Agent has agreed to do the same.

NOW IT IS HEREBY AGREED as follows:


ARTICLE 1
Appointment as General Sales Agent

The Agent undertakes to act as General Sales Agent for the sale of passenger tickets on the services
of the Carrier in the territory of People’s Republic of Bangladesh (hereinafter referred to as “the
Area”) to the extent of and in accordance with the terms and conditions herein, and to observe and
perform all of the provisions, stipulations and requirements contained herein.


ARTICLE 2

Validity and Termination
i) This Agreement, after signature by both parties, shall be deemed to have commenced on 27
th

May, 2014 with a valid period of up to 26
h
May, 2016 and subject to Article 19 hereof, shall
continue in force until terminated by either party giving to the other party not less than 30
(thirty) days prior notice in writing, which shall be without prejudice to any outstanding
liabilities accrued and arising. Each party shall fulfill all its obligations up to the time
termination is effective. No reason need be given for termination.

ii) However, not withstanding paragraph (i) of Article 2 hereof, it is hereby also agreed that if
either party reasonably requires more than 30 (thirty) days to withdraw or cease its
arrangements made for the purpose of this Agreement, the parties hereby agree to mutually
extend the termination date as required for an additional period of up to 30 (thirty) days.

iii) In the event of termination, no compensation or damages or goodwill payment of any kind
related to the termination, will be claimed by either party from the terminating party.

2. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
2/14
ARTICLE 3

Duties of the Agent

The duties of the Agent as General Sales Agent of the Carrier shall comprise:

i) Adequate efforts in the Area to obtain passenger traffic for the services of the Carrier, such
efforts to include :

a) Provision of an efficient operation with suitable enquiry, reservations and sales
offices readily identifiable (in accordance with the reasonable requirements of the
Carrier) and adequately equipped and staffed for the sale of passenger tickets over
the counter, by telephone and by mail. The Agent's office and staffing obligations
are as set fourth in Annex "B".

b) Sales promotion including advertising and the development of specific markets for
the sale of air transportation by personal and regular contact with actual and
prospective passengers, with commercial houses and travel agents. Sufficient
suitable personnel shall be employed for this purpose.

c) Undertaking of special publicity when so requested by the Carrier.

d) The prominent display as far as is practicable of the Carrier's advertising publicity
and display material in windows and interiors of the Agent's offices.

e) Bringing promptly to the notice of the Agent's own sales and reservations staff, and
to other travel agents in the Area, all instructions, special advises and sales points
sent to the Agent by the Carrier.

f) Carrying out of market research and acquisition of travel market intelligence in
respect of the Carrier's routes.

ii) Issue in accordance with the provisions of Article 5 and Article 11 hereof, passenger tickets
and exchange vouchers as appropriate in connection with all sales made on behalf of the
Carrier.

iii) Provide advice to passengers on the Carrier concerning passport, health, currency,
immigration and other regulations in force in the countries to and through which they are to
travel and ensuring so far as is practicable that such regulations are observed by all such
passengers, and, to advise other travel agents of such regulations.

iv) The Agent is authorized to appoint travel agents for the sale of the Carrier's transportation and
the Agent will make such appointments on an objective non-discriminatory basis. The Agent
shall be fully responsible for the supervision of all such appointed agents including the proper
issue of tickets and the Carriers’ other traffic documents, and for all amounts due from all
such travel agents for sales of the Carrier's transportation.

v) Compilation and prompt dispatch to the Carrier of statistics and reports concerning the sales
effected on the flights of the Carrier.

vi) Preparation of all documents and reports required by local laws.

3. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
3/14
vii) Promptly forward to the Carrier all information concerning local laws, regulations and
restrictions affecting the passage of aircraft and passengers, including those relating to taxes,
Customs, Immigration, currency and health, and shall promptly advise of any amendment
thereto.
viii) Compilation and prompt dispatch to the Carrier of market and competitor statistics and
reports as the Carrier may reasonably require.
ix) Obtain and maintain any license, permit or approval required by the government authorities in
the Area to carry out the duties and activities as required herein.

x) The Agent shall comply with all laws required by the government authorities in the Area.

xi) Notify the Carrier within 30 (thirty) days of any change in the Agent’s management, or, of
any changes to shareholders or shareholdings effecting more than 26% (twenty six percent) of
the shareholders voting stock or shares in the Agent.

xii) All other activities which may be reasonably required by the Carrier of the Agent.


ARTICLE 4
Own Organisation of the Carrier

i) Without prejudice to the provisions of this Agreement, the Carrier shall have the right to
station its own representative(s) and to establish its own organization in the Area of the
Agent, and to have performed by this/these representative(s) and organization, any activities
the Carrier may deem desirable provided these activities do not conflict with the duties and
organization of the Agent.


ii) The Agent shall render all possible assistance to the representative(s) and / or own
organization of the Carrier.




ARTICLE 5

Sales of Tickets

i) All passenger transportation sold by the Agent under the terms of this Agreement shall be
sold or accepted subject to the General Conditions of Carriage of the Carrier and its interline
partners applicable to such transportation and to the rules, regulations and instructions
governing the sales and use of such transportation in force from time to time as published in
the Carrier's tariff, time tables, notices and elsewhere.

ii) No sale of passenger transportation shall be deemed to have been made unless and until
space has been reserved by the Carrier, except that passenger tickets or exchange vouchers
may be issued where no reservations of space has been made provided such tickets or
exchange vouchers are not issued for transportation on a specific service and are plainly
marked on the face "OPEN" in the date space of such tickets or exchange vouchers.

4. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
4/14

iii) No transportation for passengers may be sold directly or indirectly at a fare or rate greater or
less than the fare or rate published in the current tariff of the Carrier, or as otherwise
advised to the Agent by the Carrier.

iv) The Agent is responsible for the proper collection of the correct passenger fares.

v) The Agent shall account to the Carrier for all amounts received by the Agent for sales of
transportation on the Carrier's services including those made by travel agents in the Area on
the Carrier's own tickets or MCOs.

vi) Agent agrees that the sale of tickets at all airports within the Area will be carried out by the
Carrier or the Carrier's appointed ground handling company.

ARTICLE 6

Traffic Documents

All passenger tickets, exchange vouchers, revalidation stickers and other documents as may be
required by the Agent in connection with the sale of transportation herein shall be supplied free of
charge by the Carrier provided always that :

i) Such documents shall remain the absolute property of the Carrier.

ii) The Agent shall be responsible for the safe custody, care and proper use of such documents,
and shall ensure that all documents and equipment of the Carrier is protected against theft,
that documents are kept in a proper safe and protected against fraudulent use.

iii) The Agent shall at all reasonable times permit any authorized official of the Carrier to
inspect and check the stock of the Carrier's documents held by the Agent.

iv) Such documents shall be returned by the Agent to the Carrier within 3 (three) days of the
termination of this Agreement, or by any other later date stipulated in writing by the Carrier.

v) Nothing herein shall effect the right of the Carrier to issue its own tickets or other traffic
documents.


ARTICLE 7
Remuneration

i) The Agent shall not be paid any Sales Commission on all sales based on fares shown in
Airlines reservation system and Website (Internet Booking Engine) sold by the Agent at the
Agent’s own office of transportation on the services of the Carrier.

ii) The Agent shall not be paid an Over-riding Commission on sales made by travel agents in
the Area of transportation on the services of the Carrier.

iii) No Sales Commission or Over-riding Commission shall be paid on :

5. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
5/14
a) Any applicable taxes or surcharges collected with a passenger fare or any other
incidental fees, mail or delivery charges, or charges collected over and above the
correct passenger fares.

b) If any fare is refunded for any reason, any commission actually paid to the Agent in
respect of such refunded fare shall be repaid by the Agent to the Carrier.

c) Sales of transportation for excess baggage.

d) Charter flights unless specifically agreed in writing by the Carrier.

e) Any nett fares quoted by the Carrier to the Agent.

v) Unless specifically agreed in writing by the Carrier, no other or additional remuneration
shall be due to the Agent for any activity.




ARTICLE 8

Responsibility for Travel Agents Remittances and Defaults

Notwithstanding Article 18 hereof, the Agent accepts unconditional responsibility for:

i) Ensuring that travel agents in the Area submit sales reports and remit any money due to the
Agent in respect of the Carrier's sales by the due date (which shall not be less than once per
month) specified in their respective agreements.

ii) Notwithstanding any failure by the Agent in ensuring paragraph (i) of Article 8 hereof, the
Agent shall make due payment to the Carrier of all money in respect of the sales of
passenger transportation by travel agents in the Area.




ARTICLE 9

Carrier Expenses
The Carrier agrees to provide the following:
i) The costs of special publicity undertaken in accordance with Articles 3(i)b and 3(i)c hereof
which shall be subject to the prior written approval of the Carrier and shall be rechargeable
to the Carrier.

ii) The cost of installation and usage charges relating to the Carrier's own or alternative Carrier
approved computer reservation system.


ARTICLE 10

6. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
6/14
Agent Expenses

The Agent shall provide at its own expense for the purpose of the agency hereby created, adequate
and suitable premises, qualified and adequate number of staff to manage and operate the agency
in a proper and successful manner, appropriate office equipment and facilities, and carry out
sales activities, and in consideration of the remuneration and reimbursements payable under the
provisions of this Agreement, the Agent shall defray all costs and expenses related and incidental to
this Agreement.



ARTICLE 11

Instructions and Standards
The Agent shall at all times observe and comply with all reasonable directions and instructions
given to it by the Carrier or its authorized local representative concerning the manner, extent and
quality of services to be provided under the terms hereof, and the Agent shall ensure that all its staff
concerned shall at all times be familiar with all such directions and instructions and as same may be
amended from time to time.


ARTICLE 12
Transfer of Agency and Sub-Contracting

The Agent shall not assign, transfer or delegate its rights or liabilities under this Agreement without
the consent in writing of the Carrier, provided, however, that it may sub-contract the doing or
performing of any of the acts, duties or obligations which by this Agreement it is required or
obliged to do or perform, and the Agent shall nevertheless be responsible to the Carrier for all such
acts, duties and obligations being properly and duly done and performed.


ARTICLE 13

Exemption from Failure to Perform

Either party shall be exempt from liability in respect of any failure to perform its obligations under
this Agreement arising from any of the following causes:

i) Labour disputes involving a complete or partial stoppage of work and strikes threatened or
actual whether of the employees of either party, or others on whom either party may be
depending to fulfill this Agreement.

ii) Force majeure or any other cause beyond the reasonable control of either party including
accidents to or failure of aircraft or any part thereof or any machinery or parts used in-
connection therewith or in the servicing or maintenance thereof.
Provided that in the event of any such stoppage or failure the party facing such event shall notify
the other party within 2 (two) days and the party facing such event shall use its best endeavors to
fulfill its obligations herein.

7. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
7/14

ARTICLE 14

Designation of Agency
The Agent shall be entitled to describe itself as a "General Sales Agent" of the Carrier at its places
of business and on commercial documents, advertisements, notices, publications and similar items.


ARTICLE 15

Directory Insertion and Publicity

i) The Agent shall if so requested by the Carrier arrange at the Agent's cost for the insertion in
appropriate telephone and other directories of the name of the Carrier with the local address
of the Agent, and if the Agent so desires showing its own name as the Agent.

ii) The Agent shall as far as is practicable arrange adequate display boards showing the
Carrier's name at airports and town offices.

ARTICLE 16

Agent's Payment to Carrier

i) The Agent shall remit to the Carrier in full, without any deduction or offset or withholding
tax, the monies due for the transportation sold herein as follow:

 For monies collected from the 1
st
(first) day to the last day of each calendar month,
shall be due on the 15
th
(fifteenth) day of next calendar month.

All payments to the Carrier shall be made with such reports, under such conditions and in
such currencies as the Carrier may designate from time to time in writing.

ii) It is hereby specifically agreed that all monies collected by the Agent for the transportation
sold herein, are the property of the Carrier and must be satisfactorily accounted for to the
Carrier.

iii) The agent will arrange for and provide to the Carrier an unconditional, irrevocable Bank
Guarantee of SGD 30,000 (Singapore Dollar Thirty Thousand). The text of Bank Guarantee
shall contain the stipulation that the Carrier will be entitled to use this bank guarantee
without any formalities and reservations on the first demand in the event the agent fails to
pay in due time any amount(s) due to payable to the Carrier under this agreement. The
Carrier shall be entitled to amend the amount of the agent’s bank guarantee after every
12(twelve) months. The agent may provide to the Carrier a cash deposit in lieu of such bank
guarantee.

ARTICLE 17
Liability and Indemnity

i) The Carrier shall indemnify and hold free and harmless the Agent, its employees and agents
from all claims, fines and costs arising from the carriage by the Carrier, effected pursuant to

8. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
8/14
the issue, completion or acceptance of any ticket, exchange voucher or other transportation
document, in accordance with the provision of this Agreement.

ii) The Agent shall indemnify and hold free and harmless the Carrier from all claims, fines and
costs caused by the non-performance or improper performance of its obligations herein,
including the obligations of its employees and agents.

iii) The Agent shall indemnify and hold free and harmless the Carrier from any lost, stolen, and
fraudulent traffic documents.

iv) In the event that any claim is made or suit is commenced against the party entitled to be
indemnified (hereinafter referred to as “first party”) in accordance with paragraphs (i) or (ii)
of Article 17 hereof, the first party should within 14 (fourteen) days give notice to the other
party (hereinafter referred to as “second party”). The first party shall undertake at its own
cost and expense the defense of such suit or settlement of such claims and pay the amount
of any final judgment or decree, or of any settlement negotiated on the first party’s behalf
by the second party, and all expenses incident thereto. All amounts paid and expenses
incurred by the first party shall be reimbursed in full by the second party within 7 days. The
first party shall cooperate by furnishing promptly to the second party at its request all
pertinent data, documents, records and information which the first party has at its disposal.


ARTICLE 18
Refunds

The Agent shall make refunds only on written instructions of the Carrier and against the receipt of
the person authorized to receive such refund in accordance with the tariff, rules, regulations and
instructions issued by the Carrier, and shall not assess or withhold from the refund payee any
amount as a service charge or otherwise.


ARTICLE 19

Default

If the Agent at any time:

i) Defaults in observing or performing any of the provisions of this Agreement.

ii) Shall become bankrupt or make any assignment for the benefit of creditors, or enter into
any arrangement or composition with its creditors, or go into liquidation, or suffer any
of its goods to be taken in execution.

iii) If it ceases to be in business as an agent for sale of air passenger transportation, or if it
looses any required license, permit or approval for same.

iv) Is unable to achieve the sales targets mutually agreed between the Carrier and Agent.

This Agreement may at the option of the Carrier be terminated forthwith and the Carrier may
without prejudice to any of its rights under this Agreement, take possession of any tickets
and/or other documents and property belonging to the Carrier.

9. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
9/14


ARTICLE 20
Arbitration
Any difference or dispute concerning the scope, meaning, construction or effect of this Agreement,
on any matter or thing contained herein or related thereto, shall be referred to and finally resolved
by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International
Arbitration Centre (“SIAC”) for the time being in force, which rules are hereby deemed to be
incorporated by reference to this Article. The Arbitration Tribunal shall consist to 2 (two)
arbitrators appointed by the Chairman of the SIAC. The governing law shall be the substantive law
of Singapore. The language of the arbitration shall be English. The arbitral award shall be final
and conclusively binding upon the parties.



ARTICLE 21
Exclusion of Warranty
The Agent shall not give any warranty in the name of the Carrier except where the same shall have
been authorized in writing by the Carrier.


ARTICLE 22

Acceptance of Other General Sales Agencies

The Agent shall be entitled to accept additional appointments as General Agent or General Sales
Agent by any other air carrier provided such other appointment does not materially conflict with the
Agent's interest or ability to perform under this Agreement.

ARTICLE 23
Legal Proceedings

The Agent shall not take legal proceedings in the name of the Carrier without the consent in writing
of the Carrier nor shall it without such consent defend, settle, release or discontinue any action or
other legal proceedings or otherwise prejudicially affect the interests of the Carrier.


ARTICLE 24

Return of Property

On the termination of this Agreement, howsoever occasioned, the Agent shall within 3 (three) days
surrender to the Carrier all documents, property, material and other items entrusted to the Agent by
the Carrier and shall account for any deficiency therein except fair wear and tear.

ARTICLE 25

10. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
10/14
Independent Parties

The Carrier and the Agent are independent unrelated parties and nothing in this Agreement is
intended or shall be construed to create any kind of partnership or joint venture.


ARTICLE 26

Waiver
Any waiver of any part of this Agreement by one party shall not affect the rights of the waiving
party to require strict compliance by the other party of any other part of this Agreement.

ARTICLE 27

Confidentiality
Except as may be required by applicable law, the Carrier and the Agent agree to keep confidential
this Agreement and any information received from either party under this Agreement and for a
period of 12 (twelve) months thereafter, and will not disclose any of its contents to any other third
party. If disclosure is required by either party, the disclosing party shall obtain the prior written
approval from the other party to this Agreement.


ARTICLE 28

Amendments
Any amendment to this Agreement shall be made in writing and signed by the duly authorized
officer of each party and shall be numbered sequential and attached to this Agreement as
“Amendment No.___”.

ARTICLE 29
Whole Agreement

This Agreement and its Annexes represent the entire and complete Agreement between the parties
and it shall supersede any and all prior written or oral agreements concerning the subject of this
Agreement.


ARTICLE 30
Agreement Costs

All stamp duties, registration fees, and any other costs as maybe required by the applicable law
governing each party, shall be payable by that party. Each party shall bear its’ own legal and related
costs.

11. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
11/14









ARTICLE 31
Notice

All notices to the respective parties hereunder shall be sufficient if sent by prepaid telegraphic
means or by facsimile or by registered air mail addressed to the principal office of each party as
stated below:

i) To the Carrier : Golden Myanmar Airlines Public Co. Ltd.
Level 3, Sayar San Plaza
Corner of New University Avenue & Sayar San Road
Yangon, Myanmar
Fax: [phone]
Attention: Managing Director
ii) To the Agent :
Euclid Limited
CNF Tower 4
th
Floor
1022 Seikh Mujib Road, Agarabad C/A
Chittagong 4100
Bangladesh

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in their
respective names and the signature of their fully authorized officers or officials hereto affixed on
the day and year first above written.


For and on behalf of: For and on behalf of:
Golden Myanmar Airlines Public Co. Ltd. Euclid Limited



___________________________ ___________________________
(Signature of Authorized Officer) (S ignature of Authorized Officer)



__________________________ ___________________________
(Name / Title) (Name / Title)


Witnessed by: Witnessed by:


_________________________ ___________________________

12. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
12/14
(Signature) (Signature)




___________________________ ___________________________
(Name / Title) (Name / Title)

13. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
13/14




ANNEX "B"
REQUIRMENTS FOR OFFICE AND STAFF
To be attached to General Sales Agency Agreement between Golden Myanmar Airlines Public
Co. Ltd. and dated 05 March, 2014.
The Agent shall provide at its cost an office and staff dedicated solely to the business of the Carrier,
based on the following:

1. Location
In a good quality business district in Bangladesh reasonably acceptable to the Carrier.

2. Minimum Office Size
Minimum of 160 (one hundred and sixty) square feet within which the Agent will provide free
of charge 100 (one hundred) square feet for a separate lockable and fully furnished office for
the Carrier. The Carrier's office shall be fully equipped at the Agent's expense with a dedicated
telephone line, fax line and email line, all with international direct dialing facility. Actual
communication and equipment costs for the Carrier’s own office shall be borne by the Carrier.

3. The Agent shall provide the following minimum staff :
a. 2 (two) sales staff.
b. 2 (two) ticketing / reservation staff for counter duties.
The Carrier will provide 3 (three) sets of uniforms to the ticketing cum reservation staff,
replaceable at the Carriers' cost every 2 (two) years.
c. 1 (one) airport manager / marketing manager.

4. Staff Training
If necessary, the Agent may send to the Carrier's head office in Yangon, up to 5 (five) staff for
training on the Carrier's reservations system and procedures.

The Agent shall bare the cost of transportation to and from Yangon, meals and personal
expenses of its staff. The Carrier will provide free-of-charge training and accommodation for
the Agents' ticketing and reservation staff in Yangon, Myanmar. Where available the Carrier
shall provide the Agent’s personnel with free-of-charge economy class travel on the Carrier’s
services.







For and on behalf of : For and on behalf of :
Golden Myanmar Airlines Public Co. Ltd.

14. (GSA-Bangladesh – 05 March, 2014) Prepared by Khaled Hasan [email protected]
14/14
__________________________________ __________________________________
(Name & Signature of Authorised Officer) (Name & Signature of Authorised Officer)




Witnessed by: Witnessed by :


________________________ ________________________
(Name / Title) (Name / Title)