PVGS TERMS AND CONDITIONS OF RENTAL AGREEMENT TO HIRE RENTAL VEHICLE

Pinnacle Venture Group Services Company Limited having its place of business at Junction Square Compound, Building 4, 4th Floor, Kyun Taw Street, Kamaryut Township, Yangon, Myanmar (hereinafter called “the lessor”) and the person and/or company signing the Rental Document (hereinafter called “the lessee”).The Lessor is the registered lessor of the vehicles the subject of this Master Contract Hire Agreement and shall remain the lessor throughout the hire term. The Lessor shall let and the lessee shall take on hire such vehicle(s) a, may from time to time be agreed between the lessor and the lessee. The lessor and the lessee are entering into this Master Contract Hire Agreement to facilitate the hiring of such vehicles. If the lessor wishes to hire to the lessee (and the lessee wishes to take on hire from the lessor) a vehicle, the lessor and the lessee shall sign a contract hire schedule in respect of that vehicle and other vehicles the subject of a hire at the same time (“Schedule”) in the form attached hereto as an attachment. Each such Schedule shall constitute a separate hire agreement incorporating all the provisions of this Master Contract Hire Agreement (each a “Hire Agreement”).

WHEREBY IT IS AGREED AS FOLLOWS: -

1. Definitions

   In this Master Contract Hire Agreement the following expressions shall have the following meanings:

   • 1.1 ‘this Agreement’ or ‘this Master Contract Hire Agreement’ refers to this Master Contract Hire Agreement entered into on the date herein written.
   • 1.2 ‘the Vehicle’ means the vehicle specified in a Schedule.
   • 1.3 ‘the Rentals’ means the rentals specified in a Schedule.
   • 1.4 ‘we, us and our’ refer to the Lessor.
   • 1.5 ‘you and your’ refer to the Lessee.
   • 1.6 ‘the Period of Hire’ means the period of the hire specified in a Schedule.
   • 1.7 ‘the Delivery Certificate’ means the delivery certificate in the form provided by or on behalf of us and supplied to you.
   • 1.8 ‘the Hire Agreement’ means the contract of hire between the Lessor and the Lessee in respect of a Vehicle, as evidenced by a Schedule and incorporating all the provisions of this Master Contract Hire Agreement.
   • 1.9 ‘the Distance allowed’ means the annual distance for the hire period specified in a Schedule.
   • 1.10 ‘the Excess Distance Charge’ means the excess distance charge specified in a Schedule.

2. Delivery and Acceptance and Return

   • 2.1 You will take delivery of the Vehicle from the dealer or our representative to inspect it and accept or reject it. Except where a rejection is made strictly in accordance with the reason specified in Clause 2.3, you will take delivery of the Vehicle when it is ready for delivery, and we will not be liable to you for any delay in delivery of the Vehicle.
   • 2.2 The Period of Hire will start when you sign the Delivery Certificate. Your signing of the Delivery Certificate shall be presumed as conclusive evidence that the Vehicle was properly and punctually delivered in good repair and satisfactory order, and that it has been duly accepted by you.
   • 2.3 Your signing of the Hire Agreement, however, constitutes your obligation to accept the Vehicle provided that it is built to the specification for the Vehicle accepted by you as defined in a Schedule. If for any reason you fail to take delivery of the Vehicle (save only where you are entitled to reject it if it has not been built to the specification for the Vehicle accepted by you) you will be liable to pay us all sums due on early termination as set out in Clause 8.3.3.
   • 2.4 Any returned vehicles will be entitled early termination fees in Clause 8.3.3 and the vehicles must be returned with all fittings (including the Stereo System), tools and any other items supplied by the lessor and are allowed to inspect by the external workshops which agreed on both parties. The report resulted from these workshops can generate the lessee either pay the rectification cost by cash or well repaired.
   • 2.5 The lessee continues to compensate for the rental fees until fully done or accepted by the lessor.

3. Rental

   • 3.1 You will pay to us every 15th day of the following month. If payment is late, 0.5% per day on the monthly lease amount excluding commercial tax.
   • 3.2 The Rentals are shown exclusive of Commercial Tax. Commercial Tax will be added to each Rental at the rate then prevailing and shall be payable by you. If the nature, basis or rates of taxation or any other charges, duties, impositions, reliefs or allowances of whatever nature change we may by notice in writing increase the Rentals paid or payable under the Hire Agreement so as to maintain the after-tax return to us or to the group of companies of which we are part as though no change has occurred.

4. Payment

   • 4.1 The time of all payments shall be of the essence. Payment shall be due without previous demand or invoice and shall be made (without any deductions set-off or counter claim) by cheque, bankers’ direct debit or standing order so as to be received by us in cleared funds on its due date or (if the due date is not a working day) on the next working day.
   • 4.2 One invoice will be issued for each Schedule on the day of each month the Schedule was initiated. One statement will be issued covering all invoices due on the 15th day of each calendar month.
   • 4.3 Bank Account of Pinnacle Venture Company Limited.

5. Permitted Use of Vehicle

   • 5.1 You will only use the Vehicle as is required in the ordinary course of the lessee’s business, in accordance with the Myanmar Road Transport Administration Requirements (“the Permitted Use”).
   • 5.2 You must not make any alterations to the Vehicle without our prior written consent. Any additions, accessories alterations, or replacement will become our property (subject to clause 5.3) and subject to the Hire Agreement.
   • 5.3 In the event that you decide to install any additional equipment or accessories (having obtained our prior written consent) that improve the safety of the Vehicle or facilitates your management of the fleet (GPS tracking devices for example), you will be entitled to take them back: -
     • (i) at any time prior to the expiry of the Hire Agreement, or
     • (ii) if the Hire Agreement has expired, within a reasonable time following expiry of the Hire Agreement,
   • 5.4 In the event of early termination of the contract, we will take possession of the Vehicle as stated in clause 8 below and you will be entitled to take your accessories, equipment back at your own cost either before we take possession of the vehicle within a reasonable time after, at a location to be reasonably agreed by the parties and provided that any damage to the Vehicle arising from the removal of the equipment or accessories is made good and rectified by you at your cost.
   • 5.5 You will not use or allow the Vehicle to be used for any purpose other than the Permitted Use, including: -
     • (i) for any purpose not permitted by any policy of insurance for the time being in force relating to the Vehicle, or do or allow to be done anything whereby such insurance may be invalidated nor
     • (ii) in contravention of the manufacturer’s recommendations for use nor
     • (iii) in contravention of any law or regulation of the government of Myanmar.
   • 5.6 You will not remove or interfere with any identification marks or plates affixed to the Vehicle, nor permit the same.
   • 5.7 You will not deface the paintwork or bodywork of the Vehicle nor (without our prior written consent) add or erect any painted sign-writing, lettering or advertising to or on the Vehicle. This restriction does not include removable decals on the Vehicle. If we found out, that you are doing paintwork or bodywork without written consent in our prior, we will charge 500 USD per time. (But, not include accident case).
   • 5.8 You will ensure that we have a right of access to the Vehicle at all times for inspection and removal, both during and after the Period of Hire.
   • 5.9 You will tell us immediately if you change your address. You will not without our prior written consent export the Vehicle from Myanmar.
   • 5.10 You will keep the Vehicle in your possession and will not sell, charge or otherwise dispose of or abandon the Vehicle.
   • 5.11 You shall not use the Vehicle outside Myanmar without our prior written consent. If the Vehicle is used outside Myanmar you will indemnify us against all claims and expenses arising from use of the Vehicle outside of its Permitted Use, including the cost of returning the Vehicle to Myanmar in the event of damage or mechanical breakdown to the Vehicle.
   • 5.12 You will only permit drivers licensed under the Myanmar Road Transport Administration regulations to drive the Vehicle. Additionally, these drivers must familiarize themselves with the vehicles manufacturer’s handbook on operating the Vehicle before commencing driving.

6. Insurance

   • 6.1 Comprehensive insurance coverage shall meet the maximum liability currently in force under the laws of Myanmar for third party loss, driver and passenger(s) injury the Vehicle is designed for (defined by the number of seat belts fitted).
   • 6.2 For every user false accident, we will charge 300 USD per time.
   • 6.3 You have no cover and are always liable for damage or third-party loss caused by overhead (above the top edge of the front windscreen) or under body contact.
   • 6.4 Where any event or accident shall occur, you shall immediately notify us within three hours by mail (together with details of the whereabouts of the Vehicle, photos of the damages and occurrence report), you shall not compromise any claim without our written consent, you shall allow us to conduct all negotiations (except in relation to any claims you might have for personal injuries, loss of use of the Vehicle or loss or damage to your own property).
   • 6.5 If any Vehicle is declared a total loss by the insurer the Hire Agreement shall terminate forthwith and (save for any subsisting breaches existing at the date of termination) no party shall have any further right or claim against the other. Following such termination, the Lessor may (at its discretion), offer a new hire agreement to the lessee, on new terms to be negotiated at that time.
   • 6.6 If you have an accident in which
     • (i) A person is injured;
     • (ii) The other party failed to stop or exchange details;
     • (iii) The Vehicle or any other vehicle is towed; or
     • (iv) A driver appears to be under the influence of intoxicating liquor or drugs
     A report must also be made to the police immediately.
   • 6.7 In the event of accident not involving the police, an accident report form (provided in the vehicle) is to be fully completed and photographs are to be taken BEFORE the vehicle(s) are moved. Photographs are to clearly show the position of the vehicle(s) in relation to the road or surrounds of the accident and the object of the collision.
   • 6.8 All the references to “Vehicle” in Clauses 6.1 to 6.7 we will not provide any replacement vehicle for the Vehicle.

7. Your Service and Maintenance Obligations

   • 7.1 You shall be solely responsible at your own cost for all routine and daily maintenance inspection and safety checks in respect of the Vehicle. Without prejudice to the generality of the foregoing such routine and daily maintenance inspections to be carried out by you shall include:
     • 7.1.1 regular checking and adjusting of all fluid levels, ensuring the air-cleaner is dust free, the conditions and pressure of tyres, wheel nuts (for tightness) and general roadworthiness, as per the manufacturer’s recommendations outlined in the vehicle handbook;
     • 7.1.2 regular cleaning of the exterior, interior and upholstery of the Vehicle; and
     • 7.1.3 conducting daily checks of the primary fuel filter for water and debris, draining as necessary.
   • 7.2 You shall immediately inform us of any damage incurred to or any malfunction of the Vehicle. Such circumstances include, but are not limited to, incorrect re-fueling, the appearance of a warning light, low engine or gear box oils, low brake fluid or coolant levels, or when the vehicle develops any fault. In such circumstances you must not use the Vehicle unless we have authorized you to do so. If you fail to notify us or continue to use the Vehicle, you will be responsible for any damage incurred.
   • 7.3 You shall inspect any replacement vehicle offered to you and sign for its specific condition, noting elements of paint and body damage. Failure to record the conditions of the Vehicle could result in you being held liable for such existing damage.
   • 7.4 The lessee must share GPS assess to us for KM tracking. If GPS is offline, 200KM will be added for every offline day per vehicle. The lessee must share the maintenance record by mail every fifth day of each month.
   • 7.5 If needed, the lessor shall provide owner book for only 5 days in the remaking process - loss of Wheel Tag and Number plate and informed to lessor one week in advance. If more than 5 days of remarking process, the lessor will charge 50,000 MMK for every extra day.

8. Termination

   • 8.1 If you or any guarantor of your obligations shall (i) fail to pay any Rental or other sum payable under the Hire Agreement in full within 14 days after it becomes due, or (ii) commit a breach of any of the other terms of the Hire Agreement and (if capable of remedy) shall fail to remedy such breach within 30 days after notice in writing from us requiring the same, or commit breach of any other Hire Agreement or any other agreement or arrangement presently existing or hereafter entered into between you or the guarantor and us, or (iii) (being an individual) die or suffer an interim order (within the meaning of the Insolvency Act ) to be made against you or any guarantor or enter into a voluntary arrangement or suffer the making of a statutory demand or the presentation of a petition for a bankruptcy order or to make any arrangements or suffer the composition with your or any guarantor’s creditors, or (iv) (being a limited company) enter into compulsory or voluntary liquidation or have a receiver or administrative receiver appointed to any part of your or his assets or suffer the presentation of a petition for the appointment of an administrator THEN you will be deemed to have repudiated the Hire Agreement. We may thereupon, or at any time within 3 months after becoming aware of the same (and without prejudice to any of our other rights and any further liability you may have to us and even if we subsequently accept any Rentals) accept that repudiation and serve written notice on you terminating the Hire Agreement immediately and for all purposes.
   • 8.2 Upon termination of the Hire Agreement under Clause 8.1 above and on the expiry of the Period of Hire you will no longer be in possession of the Vehicle with our consent and you will:
     • 8.2.1 at your expense and risk return the Vehicle (together with the spare wheel(s), tools, handbook, service vouchers and ancillary equipment where fitted) to such location as we specify in good working order and condition and free from damage (fair wear and tear only excepted) and free of all livery not authorized in writing by us. If you fail to return it within a reasonable time of being requested to do so, then we may immediately without notice retake possession of it and for this purpose shall be entitled to freely enter upon any premises occupied by you or under your control.
     • 8.2.2 be solely responsible for ensuring the safe-keeping supervision and custody of the Vehicle until it is returned to or repossessed by us.
     • 8.2.3 pay us together with Commercial Tax where applicable
       • 8.2.3.1 all arrears of Rentals.
       • 8.2.3.2 any costs and expenses we incur in locating repossessing or restoring the Vehicle or collecting any payments due under the Hire Agreement or otherwise obtaining due performance of your obligations including the cost of all repairs required.
       • 8.2.3.3 all excess distance charges as detailed in Clause 9 below.
       • 8.2.3.4 all other sums due from you under this Hire Agreement.
   • 8.3 You may at your discretion prematurely terminate the Hire Agreement (provided you are not in breach of any of the provisions of that Hire Agreement) by giving to us at least two clear calendar months’ notice in writing and paying to us the following sums:
     • 8.3.1. All arrears of Rentals as at the expiry of the said notice;
     • 8.3.2. All other sums (if any) as may be due and unpaid under the Hire Agreement as at the expiry of the said notice;
     • 8.3.3. By the way of agreed damages, the amount of all Rentals which would have been payable for the Period of Hire recalculated on applicable rate period threshold specified in a following Schedule.

     Leasing Tenure	Locked in Period	Period Served	Penalty
     1 month	1 month	< 10 days	30% of the cancelled months
     		< 20 days	25% of the cancelled months
     		< 1 month	20% of the cancelled months

   • 8.4 On termination under Clause 8.3 above the provisions of Clauses 8.2.1 and 8.3 above will apply.
   • 8.5 In lieu of early termination clause 8.3 being invoked for premature termination, we will allow the following:
     • 8.5.1. Subject to satisfactory credit checks the Hire Agreement may be transferred to a new entity under the same terms and conditions for the balance of the full contract.
     • 8.5.2. Cancellation of the contract without damages providing a buyer of the hired vehicles and equipment is found that will pay in full the then current book value of the assets.

9. Excess Distance

   • 9.1 Annually, on the anniversary of each Schedule day we shall take the correct odometer readings of each Vehicle on each individual Schedule and average them. If the average distance travelled exceeds the Schedule Distance allowed per vehicle for each threshold invoiced during the year, then you will on demand by us pay an additional rental based on the relevant distance threshold applicable.
   • 9.2 In the event that the odometer on a Vehicle(s) ceases to function properly, or if the seals on the odometer have been interfered with, we will be entitled to estimate the distance covered by the Vehicle(s) for the period during which the odometer shall have failed to function or shall appear first to have been interfered with.
   • 9.3 If the Hire Agreement terminates early pursuant to Clause 8 above then the distance will be calculated pro rata based on the applicable rate period threshold Schedule Distance as per Clause 9.
   • 9.4 The lessor will allow (2,500 KM) per month for (1,200 CC to 2,000 CC) engine power and (3,000 KM) per month for (2,000 CC to 3,700 CC) engine power. The lessor will charge 350 MMK per KM for every extra KM for each vehicle.

10. Fuel State

    • 10.1 Vehicles will be supplied in a full fuel state and are to be returned in the same state, or a re-fueling charge will be levied.

11. General

    • 11.1 No relaxation of these terms and conditions shall prejudice our strict rights or be construed as a waiver of any of them. If any of these terms and conditions becomes unenforceable in any respect the enforceability of the others shall not in any way be affected or impaired. We may assign or charge this Master Contract Hire Agreement or any Hire Agreement and our rights in the Vehicle.
    • 11.2 All notices shall be in writing and shall be duly served when delivered (in the case of personal delivery or letter) and when dispatched (in the case of email) to the other party addressed to it at its address or number (if any) specified herein or at such address or number as it may specify for such purpose to the other by notice in writing. A notice received on a day other than a working day or after business hours shall be deemed to be served on the next working day.
    • 11.3 No variation to this Master Contract Hire Agreement or to any Hire Agreement shall be of any force or effect unless in writing signed by an authorized person on behalf of each of us.
    • 11.4 This Master Contract Hire Agreement and each Hire Agreement shall be governed by and construed in accordance with the laws of the Union of Myanmar.
    • 11.5 We reserve the right to exchange the Vehicle where we in our absolute discretion consider it is not suitable for your operation which shall include, without prejudice to the generality of the foregoing, where the Vehicle has incurred an exceptionally high mileage (bearing in mind the Schedule Distance), any abuse, or where the costs of maintaining the Vehicle are considered by us to be uneconomical.
    • 11.6 All disputes arising out or in connection with this Agreement which were not settled amicably between the Parties shall be referred to and finally resolved by arbitration at Union of Myanmar Federation of Chambers of Commerce and Industry (“UMFCCI”) Yangon in accordance with the Arbitration Act 1944 or any amending or superseding legislation in force at the time. The arbitration proceedings shall be conducted in the English language and any decision or award rendered by the arbitration tribunal shall be written in the English language.