Exhibit 10.12
COMMERCIAL LEASE AGREEMENT
THIS AGREEMENT is made in duplicate the 23rd day of November AD 2004.
BETWEEN:
543517 B.C. Ltd
000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, X.X. X0X 0X0
(hereinafter called the "Owner" or Lessor . The " Owner " shall include the
employees and agents of the Owner )
AND:
Sino Pharmaceuticals Corporation
Xxxx 000, 00000 Xxxxx Xxxx, Xxxxxxxx , X.X. X0X 0X0
(hereinafter called the " Tenant " or " Lesee" )
THE OWNER AND TENANT(S) AGREE AS FOLLOWS:
1. The Owner, subject to the conditions hereinafter mentioned, hereby leases to
the Tenant, who accepts this Lease and the said conditions, those office and
warehouse premises described as Xxxx 000 located at 00000 Xxxxx Xxxx in the City
of Richmond, British Columbia. The premises comprise approximately 2,500 sq.
ft. net area (hereinafter referred to as the " Premises" )
2. TERM: The term of this lease shall be for two years, commencing from 12.00
o'clock noon on the 1st day of December 2004 to 12.00 o'clock noon on the 30th
day of November, 2006.
0.XXXXX PAYMENT: The monthly lease payment for occupancy and use of the Premises
shall be $ 650.00 (Six Hundred and fifty only) per month, exclusive of strata
fees, property taxes and utilities, which shall also be the full responsibility
of the Tenant. The monthly lease payment shall be due and payable, in advance,
by the Tenant to the Owner at the Owner's office, set out above, on or before
the first day of the month during the term of this Lease. If the monthly lease
payment is made by cheque, the cheque shall be made payable to 543517 B.C. Ltd.
4. LIABILITY FOR LEASE PAYMENT: The Tenant shall pay a thirty dollar service fee
if the monthly lease payment is not paid in full, on or before the due date,
whether due to late payment or the Tenant's cheque being dishonored.
5. PARKING: The Owner also leases to the Tenant three parking space(s) Nos.160,
161 and 162. All Vehicles Must be driveable. They should not be stored in
parking area. Vehicles found on the premises in non-working condition (flat
tires, on jacks, supports or without tires) indicate stored condition. Expired
license plates indicate stored condition. These vehicles are not permitted in
parking areas. No tenant shall perform any repairs on any vehicle parked in
parking areas. Washing of vehicles is not permitted. Vehicles not moved after 48
hours are subject to being towed away at owner's risk and expense.
6. FURNITURE: The owner also leases to the Tenant all office furniture, filing
cabinets, microwave oven and refrigerator. This does not include any computers.
THIS LEASE IS MADE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
7. SECURITY DEPOSIT: The Tenant agrees to pay the Owner a Security deposit of
$1300.00. This security deposit may be utilized by the owner in connection with
the operation of the Premises and maybe applied by the Owner in such amount as
is necessary to provide for:
(a) Repairing any damage or loss to the Premises and its contents caused by
the Tenant, other occupants of the Premises or any person allowed in the
Premises by the Tenant. (Xxxxx and other marks on the carpets, furniture
and walls shall not be considered normal wear and tear.)
(b) Cleaning the Premises (including professional cleaning of carpets), if
the Tenant vacates leaving it in other than the same condition it was
turned over to them. The Tenant is responsible for the amount of any
damages or cleaning costs in excess of the security deposit. It is further
agreed and understood that THE SECURITY DEPOSIT CANNOT BE APPLIED BY THE
TENANT AGAINST LEASE PAYMENTS OWING TO THE OWNER DURING THE TENANCY but the
owner may apply the security deposit against any monthly lease payments
owing to the owner when the Tenant vacates.
8. LEGAL EXPENSES: The Tenant agrees to pay all lawyers fees and expenses of the
owner incurred in enforcing any of the obligations of the Tenant under this
lease.
9. REFUND: Subject to the foregoing, the security deposit, or the balance and
statement of account, thereof shall be returned to the Tenant within 10 days
after the Tenant has vacated the Premises and the end of the tenancy in
accordance with B.C. Landlord Tenant Act. It is agreed that at the end of the
tenancy any security deposit refundable to the Tenant shall be paid by the Owner
to the Tenant. The Tenant shall leave a forwarding address in writing with the
Owner.
10. TENANTS COVENANTS:
a) that the Tenant will pay the rent when due.
b) that the Tenant will not in any significant manner interfere with the
rights of either the landlord or other tenants, the premises, the common
areas or the property of which they form a part.
c) that the Tenant will not perform illegal acts or carry on an illegal
trade business or occupation in the premises, the common areas or the
property of which they form a part.
d) that the Tenant will not endanger persons or property in the premises,
the common areas or the property which form a part.
e) that the Tenant will not do or permit significant damage to the
premises:, the common areas or the property of which they form a part for
which the Owner will be the sole judge.
f) that the Tenant will maintain the premises and any property rented with
it in a reasonably clean condition.
g) that the tenant will vacate the premises at the expiration or
termination of the tenancy.
11. TERMINATION ARISING OUT OF BREACH OF TENANT `S COVENANT: If the Tenant's
breach any of the above covenants, or any other conditions, of this "Lease" the
Owner, at his option, may terminate this "Lease" by giving the Tenant written
notice that the tenancy shall be terminated in 14 days after such notice is
given; or such longer period as the Owner may in his discretion allow.
a) TERMINATION: Except as otherwise provided herein, the parties may
terminate this Lease as follows: (i) by the Owner, by a notice in
writing, of intention to terminate, served on the Tenant six
consecutive clear months before the termination date in the notice.
(ii) by the Tenant, by a notice in writing, of intention to terminate,
served on the Owner six consecutive clear months before the termination
date in the notice.
12. ABANDONMENT: Should the Tenant abandon the premises before the termination
of this Lease, such abandonment shall constitute repudiation by the Tenant of
this Lease, which repudiation the Owner may either accept or refuse, at the
Owner's option, and, in either case, obtain judgment for such Lease arrears and
damages as the law permits.
13. OVERHOLDING TENANTS: In the event the Tenant shall remain in the Premises at
the expiration or termination of the term, this Lease shall not be deemed to be
renewed and the Tenant shall be deemed to be overholding on a day-to-day basis.
In addition to any other remedy available to the Owner, the Tenant shall pay
damages for use and occupation of the Premises equal to that payableunder Lease
Payment, hereunder, when calculated on a daily basis. The Overholding Tenant
will also be liable for any damage suffered to the Incoming Tenant or damages
suffered by Owner in respect to an Incoming Tenant.
14. WAIVER: The Tenant hereby waives and releases the Owner from any liability
for damage or loss to any persons or Property which occurs in connection with
the Premises and its facilities, the grounds and parking lot. The Owner shall
not be responsible for any loss of Tenant's property in the premises or stored
in the building. Tenants are responsible for insuring their property against
loss from water, fire, theft, etc. The Owner is not responsible for damages,
inconvenience or fumigation costs due to insect infestation.
15. OWNER AND TENANT ADDRESS: Any notice respecting this Lease must be given to
the Owner, at the Owner's office In Vancouver B.C. (or such other address as the
Owner may after this date designate), and to the Tenant at the Premises. The
Tenant agrees that any notice will only be effective upon the DATE OF ACTUAL
RECEIPT at the Owner's rental office regardless of when mailed or sent by the
Tenants.
16. MAINTENANCE COSTS: The Tenant shall be responsible for the cost of repairing
plugged toilets, sinks and drains and for the cost of replacing all windows
broken by Tenant or their guests. The Tenant shall be responsible for replacing
light bulbs and fluorescent tubes in their Premises. The Tenant shall be
responsible for damage caused by windows and doors being left open in inclement
weather, including costs of repairing frozen pipes as well as repair and
cleaning costs for damages caused by such broken pipes.
17. AID IN MAINTENANCE: The Tenant shall cooperate with the Owner in the care
and maintenance of the Premises and Promptly report to the Owner any accident,
break or defect in the water, heating or electrical systems of the Premises and
its equipment generally, including smoke detectors.
18. INSPECTION: The Owner may, at any reasonable time, enter the Premises to
make inspections, repairs or anytime in case of emergency. During the last month
of the Lease, the Owner shall have the right to show the Premises to prospective
Tenants. Such entry shall be made in accordance with the Landlord and Tenant
Act.
19. UTILITIES: The Tenant shall be responsible for all charges for telephone and
electricity not provided by the Owner.
20. CONDONING OF BREACH: Waiver by the Owner of any breach of any condition or
rule committed by the Tenant herein shall not be construed as, a waiver of the
Owner's right to exercise his option to give notice in respect of any subsequent
breach of the same or other condition by the Tenant.
21. BREACH OF RULES: Any alleged infringement of a condition of this Lease
brought to the notice of the Owner will be promptly investigated and his
decision will govern.
RULES GOVERNING TENANT'S COVENANTS: Where, in the Owners opinion, the Tenant
unnecessarily breaches any of the following rules such breach shall be deemed to
be a substantial breach of the TENANT'S COVENANTS (ARTICLE 10) herein and the
Owner shall have the remedies outlined in Article 11(a) hereof. The Rules are:
A. COMBUSTIBLES: No stores of any combustible or offensive goods, provisions or
material shall be kept by the Tenant in the Premises.
B. GARBAGE: All refuse shall be securely wrapped and tied before being placed in
garbage cans.
C. HALLS: The hallways, passages and stairs of the Premises shall be used for no
purpose, other than going to and from the Premises. Tenant shall not in any way
encumber with boxes or otherwise place or leave rubbish in the area used in
common with other tenants. In accordance with Fire Regulations, halls must be
kept free of all rubbers, mats, etc. and fire fighting equipment must not be
interfered with.
D. ALTERATIONS: No structural alterations, painting, papering or redecorating
shall be done by Tenant, without the written consent of the Owner.
X. XXXXX: Tenant shall not drive nails, screws, hooks, etc., into or otherwise
mutilate the walls, floors, ceiling or woodwork of the Premises.
F. No additional locks shall be placed upon any doors of the Premises, without
the written consent at the Owner
G. WATER: The water shall not be left running unless in actual use.
H. ANIMALS No pets or animals of any sort shall be allowed or kept in or about
me Premises.
I. WIRING: No wires for electric lights, television or radio connections, or
otherwise, are to be introduced; nor the position of any existing wires altered.
J. SUBLET OR ASSIGN: The Tenant will not sublet, assign or re-lease the Premises
without the consent of the management. Permission to sublet or assign shall not
be unreasonably withheld:
K. RESIDENTIAL DWELLING: The Tenant will not at any time use the Premises as a
residential dwelling.
L. SMOKE DETECTORS: The maintenance of smoke detectors supplied by the Owner is
the sole responsibility of the Tenant. The Tenants acknowledge that smoke
detectors are manufactured by third parties and therefore agrees that the Owner
shall not be liable for any loss caused by the malfunction of a smoke detector.
The Tenant will regularly test and inspect the smoke detectors.
M. OTHER RULES: The Tenant will obey any rules posted regarding the use and care
of the building , parking lot and other facilities that are provided for the use
of the tenants.
22. LEASE RENEWAL OPTION: The Tenant has the option to renew this Lease, upon
its expiry, for another period of two years thereof, subject to the Tenant's and
Owner's mutual negotiation and agreement of the new monthly lease cost. All
other terms and conditions of this Lease Agreement shall remain the same.
23. This document is of no effect until signed by both the Owner and Tenant and
a fully signed copy is delivered to the Tenant.
IN WITNESS WHEROF the parties have executed this Agreement, this 2nd day of
November 2004.
OWNER: TENANT:
543517 B.C. Ltd. SINO PHARMACEUTICALS CORPORATION
By: /s/ By: /s/
Xxxxxxx Xxxx Xxxxxxx X. Xxxx, President
