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EXHIBIT 10.25
COMMERCIAL LEASE CONTRACT
governed by decree no. 53-960 dated September 30th, 1953
Between the undersigned:
SCI ELDE
Le Parc des Cedres, 000, xxx x'Xxxx,
00000 Xxxxxxxxxxxx xxx Saone,
represented by Mr. DEGUERRY Louis in his capacity of manager
hereafter called "the lessor"
on the one hand,
and:
XXXXXXXX MICRO SCIENCES
0, xxx Xxxxxxxxxx
00000 Xxxxxxxx,
Limited liability company with a capital of 10.250.000,- FF, registered in the
trade register of Xxxxxxxx with the number B 344 047 97;
represented by Mr. XXXXXX Xxxx in his capacity of European Group Director
hereafter called "the tenant"
on the other hand,
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CONTENTS
Chapter I - Designation
Article 1 - Object
Article 2 - Designation
Article 3 - Term
Article 4 - Inventory of fixtures as between lessor and tenant
Article 5 - Destination
Chapter II - Expenses and conditions
Article 6 - General conditions of possession
Article 7 - Works, installations, equipment
Article 8 - Maintenance
Article 9 - Visits and surveillance of the premises
Article 10 - Charges, taxes and duties
Article 11 - Insurances
Article 12 - Transfer of the lease contract
Article 13 - Subletting
Article 14 - Telephone and other telecommunications
Article 15 - Restitution of the premises
Chapter III - Financial obligations
Article 16 - Rent
Article 17 - Taxes
Article 18 - Expenses and attendant expenses
Article 19 - Terms of payment
Article 20 - Deposit
Article 21 - Readjustment of the rent
Chapter IV - Other obligations
Article 22 - Resolutive clause
Article 23 - Charges and registration
Article 24 - Election of domicile
Chapter V - Special conditions
Article 25 - Designation
Article 26 - Reference dates
Article 27 - Destination
Article 28 - Annual basic rent
Article 29 - Provisions on expenses
Article 30 - Deposit
Article 31 - Reference index
Article 32 - Fees for the company AUGUSTE-THOUARD & ASSOCIES
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The following conditions have been agreed for this commercial lease contract:
CHAPTER 1 - DESCRIPTION
Article 1 - OBJECT
The lessor rents to the tenant, who accepts, the premises of which he is the
owner and which are described in article 25 of this contract.
Article 2 - DESIGNATION
The tenant declares having visited the real estate that is the object of this
contract and knowing it as it exists, extends, wears and behaves without any
further designation being necessary.
It is specified herewith that any differences between the dimensions and
surfaces mentioned in the present lease contract or resulting form any annexed
floor plan and the real dimensions of the premises, can not justify any
reduction or increase of the rent, since the parties refer to the consistency
of the premises as they exist.
Article 3 - TERM
The present lease contract is entered into for the period stated in article 26
of this contract.
The contract will terminate under the conditions fixed by law. The tenant is
entitled to terminate the contract at the expiry of each triennial period by
notifying the lessor by means of an extrajudicial notice no later than six
months before the expiry of the relevant triennial period.
Article 4 - INVENTORY OF FIXTURES AS BETWEEN LESSOR AND TENANT
A contradictory inventory of fixtures as between lessor and tenant will be
drawn up by both parties at the moment the tenant takes possession of the
premises. The expenses of this inventory will be split between both parties on
a fifty-fifty basis.
If, for whatever reason, no inventory of fixtures as between lessor and tenant
is drawn up, and particularly in case the tenant fails to do so, the real
estate that is the object of this contract, will be considered to have been in
perfect state when it was leased.
Article 5 - DESTINATION
The tenant needs to use the real estate that is the object of this contract
within the scope of his activities and for the exclusive use as described in
article 27 of this contract, quietly and in accordance with articles 1728 and
1729 of the Code of Civil law.
This destination can not be changed without prior written approval of the
lessor. The said real estate shall in any case be used for commercial purposes
that can not affect the purpose or the nature of the rented premises.
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It is explicitly agreed that the tenant will refrain from holding any auction
sales of furniture or other objects in the said premises.
The tenant declares to take personal care of any authorisations that would be
necessary for the execution of its activities in the real estate, especially
permissions and other. The tenant commits himself to comply with all
regulations and decrees, administrative injunctions or any modifications
thereof at his own expense, dues, risks and danger during the full term of the
lease agreement, such that the lessor can never be pursued or troubled in this
respect.
The lessor reserves the right to let other premises in the real estate to
someone else, whoever it be, even for activities that are in competition with
the tenant's activities.
Chapter II - Expenses and conditions
The current lease contract is entered into under the common expenses and
conditions and those by law, and in accordance with the following conditions.
The tenant commits himself to observe those expenses and conditions without
being able to claim any termination nor reduction of the rent, nor any damages.
Any modifications can only be made upon mutual written and detailed agreement
of the parties. Therefore any tolerance or passive attitude of the lessor can
never be considered as establishing a right, even after some length of time.
The lessor can put an end to those tolerances or passive attitudes at any
moment.
Article 6 - GENERAL CONDITIONS OF POSSESSION
The tenant takes possession of the premises that are the object of this lease
contract in the state in which they are at the moment he takes possession of
the premises, without being able to claim any reduction of the rent, nor any
installation or repairs whatsoever from the lessor, either now or in future. In
case any authority whatsoever would claim the premises that are the object of
the present lease contract to be modified at whatever moment, and even if this
claim relates to circumstances beyond one's control, all expenses and
consequences of this modification are fully and permanently borne by the tenant
who commits himself to pay them. Those works have to be finished with in the
specified deadlines such that the lessor can not be held responsible.
The tenant will furnish the leased premises and will constantly keep them
furnished during the full term of the lease contract with furniture, movables
and goods of a quality and a value large enough to be substituted for the
payment of the rent and the performance of the conditions of the lease
contract. The lessor reserves the right to inspect the said furnishing at the
premises at any moment, during office hours and with a notice of 24 hours.
In case of catastrophe, the amounts that are due to the tenant by the insurance
companies serve as the guaranty for the lessor in place of the material, goods
and movables until these have been replaced. To this effect, this agreement
serves as a guaranty for the lessor for all insurance compensations for the
amount of all sums that are due to him. The holder of the present agreement has
the authority to make whatever summons necessary.
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The tenant has to comply with all the expenses for city, police and roads which
are commonly at the tenant's expense, such that the lessor can in no case be
held liable. In case of expropriation for public purposes, the tenant can not
make any claims to the lessor.
The tenant has to refrain from all activities that can be detrimental to the
activities of the other occupants, he has to make sure that he or his officers
do not disturb the quiet of the real estate. He has to make sure the real
estate is kept in good order as far as cleanliness, hygiene and service are
concerned, notably he can not do any work whatsoever that could bother the
other occupants.
The tenant needs to take personal care of the guarding and the surveillance of
the premises he has rented. In particular he can not hold the lessor
responsible in case an existing guard post is removed.
In general, all abuse of possession can lead to the termination of this
contract fifteen days after a fruitless summons, even if this abuse was only
provisional and only lasted for a short period of time.
The tenant can in no way hold the lessor responsible for any temporary
discontinuance or reduction of services such as surveillance, gas, water,
electricity, telephone, heating, etc.
In case regulations for joint ownership of the real estate exist now or in
future, the tenant needs to comply with the conditions of the said regulations
and with all decisions taken by the meeting of the joint owners. The tenant
explicitly declares to have received a copy of the regulations for joint
ownership before this very day.
The tenant also needs to respect the articles and conditions, the interior
regulations and the regulations of the industrial zone if necessary, such that
the lessor is never troubled in this respect. The tenant declares to have
received the indicated documents before this very day.
In case the real estate the rented premises depend on or the real estate
complex it is part of, comprises an inter-office restaurant, and if a
partnership is set up between the tenants of the real estate or real estate
complex for the functioning of this inter-office restaurant, the tenant commits
himself to join this partnership.
Article 7 - WORKS, INSTALLATIONS, EQUIPMENT
The tenant will keep the rented premises well-maintained and will have all
repairs carried out at his own expense during the term of the lease contract,
except for those mentioned in article 606 of the Code of Civil law.
The tenant has to permit all repairs, reconstruction and renovation works which
the lessor has carried out during the term of the lease contract in the real
estate which is the object of the this contract, irrespective of the nature and
the duration of those works, even if the duration exceeds forty days, and this
explicitly notwithstanding article 1724 of the Code of Civil law. The tenant
can not claim any indemnity nor reduction of the rent due to the said works.
The tenant can not carry out any works in the rented real estate that could
change the destination of the building or could damage its solidity, nor can he
put a load on the floors
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exceeding their maximal supporting power under penalty of being responsible for
any disturbances or accidents.
If the premises are totally or partly heated by means of a heating system
integrated in the ceilings or the floors, the tenant can not perform any
drilling activities that could damage this heating system, irrespective of
whether it consists of heating cables, wiring or any other systems.
For all works entailing changes to the distribution systems, demolition or
drilling of walls, beams or floors, installations of machinery irrespective of
their source of energy, the prior written agreement of the lessor is needed.
The said works have to be carried out at the expense and at the risk of the
tenant in accordance with the rules in vigour and under the surveillance of an
architect or a consultancy agency for technical studies approved by the lessor.
The fees of the architect or the consultancy agency for technical studies are
at the tenant's expense.
The tenant can not modify the existing layout of the premises, nor can he
install any new dividing walls, even of the removable type, without the
lessor's prior written approval of the intended distribution plan.
However, the lessor hereby permits the tenant as from now on to erect dividing
walls as per the annexed floor plan, and to modify the electrical installation
in order to permit lighting by zone.
All embellishment works, improvements, installations of dividing walls or any
constructions whatsoever including those that can be imposed by legal
dispositions or regulations, that are carried out by the tenant at the moment
he takes possession of the premises or during the term of the lease contract,
become the lessor's property when the tenant leaves the premises at the end of
the term of the lease contract, and at any moment and for whatever reason,
without the tenant being entitled to any compensation and subject to the
lessor's right of demanding that the premises be returned to its initial state,
either partly or in total, at the tenant's expense, even for works that were
explicitly authorised by the lessor. It is however stated that all
installations and equipments which are not fixed to the property and can as
such not be considered as being immovable objects, remain the tenant's property
and shall be removed by him when he leaves the leased property, leaving him
under the obligation to return the leased property which is the object of this
contract, to its original state.
The tenant is not entitled to put up any tablet, sign, blinds or shutters or
realise any installation whatsoever effecting the exterior aspect of the
building without the lessor's prior written agreement. If necessary the tenant
will request the authorisations stated in the provisions ruling the real estate
which the premises are part of and which is the object of this agreement. In
this respect it is stated that the tenant will personally request all the
necessary administrative authorisations and will personally pay any duties that
could be due in this respect, such that the lessor can never be bothered for
this matter.
Article 8 - MAINTENANCE
The tenant has to maintain and replace, if necessary and for whatever reason,
including wear and tear and force majeur, all installations destined for his
personal use (air-conditioning, electrical installations, ventilation), as well
as latches and locks of windows,
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doors and shutters, plate-glass panes and windows, parquet floors, tiles, floor
coverings, panelwork, ...
The tenant is responsible for any accidents that are caused by those objects.
The tenant will take all necessary precautions against frost.
The tenant will have all flues that are put at his disposal swept in accordance
with the existing regulations.
If those works have not been carried out eight days after a fruitless summons,
the lessor can take over from the tenant and can have those works carried out
by a company of his choice, at the expenses of the tenant, subject to any
expenses for returning the premises to their initial state following any
damages caused by the non-observance of the provisions of this clause.
The tenant can not do anything that might deteriorate the premises. He needs to
inform the lessor immediately of any mutilation of the property, of any
degradations or damages that could be done to the real estate that is the
object of this contract and due to which works will have to be carried out that
are at the lessor's expense.
Moreover, as from the moment on which the rented premises are put at his
disposal, the tenant will pay the share relating to the rented premises of all
taxes resulting from the collective services, of all equipment in the real
estate complex and of the expenses relating to the conservation, the
maintenance and the administration of the collective parts of the real estate
complex and of the activity zone of which the said premises are part.
Article 9 - VISIT AND SURVEILLANCE OF THE PREMISES
During the full term of the lease contract, the tenant has to allow the
lessor's representatives to visit the rented real estate in order to inspect
its condition. At the lessor's first request the tenant needs to give all
justifications he could be asked for regarding the correct implementation of
the lease contract. Those visits can only be made during office hours and
subject to a notice of at least 24 hours.
In case of termination of the lease contract, the tenant has to allow the
lessor or his representatives to visit the said real estate during a period of
six months prior to his actual departure date. Moreover, the lessor is entitled
to put up any signs or posters during this same period at the places which he
deems fit and the tenant has to agree with this. Those visits can only be made
during office hours and subject to a notice of at least 24 hours given by the
lessor.
Article 10 - CHARGES, TAXES AND DUTIES
The tenant must pay all personal contributions, trade income taxes, tenancy
taxes and any other taxes whatsoever. He must also pay the taxes for garbage
collection, the taxes for drainage through the sewer system, the taxes on
sweeping, all municipal or other taxes whatsoever and any tax increase that
could be created, irrespective of its nature and name. The tenant must pay the
said taxes and charges during the term of the lease contract and
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must reimburse to the lessor any sums the latter has advanced in this respect,
especially the land tax.
In general the tenant must pay all present or future charges, irrespective of
their nature, due on the leased real estate or on the tenancy, as well as the
fees for management, syndics and trade unions, such that the rent fixed
hereafter which the lessor receives is net of all charges.
Article 11 - INSURANCES
The lessor will immediately arrange for guaranties for the financial
consequences of the civil liability he might incur in his capacity of owner.
He must insure the total real estate complex at it's new construction value
against the risks of fire, explosions, storms, hurricanes, cyclones, water
damage, crashes of aircraft, strikes, riots and public disorder, assaults,
natural disasters, with one or more insurance companies that are known to be
solvent and he must maintain this insurance during the full term of the lease
contract.
The lessor commits himself to have the insurance companies renounce any
recourse against the tenant for the insurance polices that are subscribed as
such.
The tenant must take out an insurance for sufficient amounts with insurance
companies that are known to be solvent, for the equipments and embellishments,
even those with a fixed destination, his furniture, his material and his goods
against the risks of fire, explosion, lightning, hurricanes, storms, assaults,
natural disasters and extensions, including riots and water damage, theft and
broken glass, including damages due to theft and recourses of neighbours and
third parties.
The tenant declares to renounce all recourse in case of accidents against the
lessor, the tenants or occupants of the buildings and their personnel, as well
as against all agents of the lessor and their personnel. The tenant commits
himself to obtain the same renunciation from his insurers.
The tenant will take an insurance policy for "civil liability" for an unlimited
amount for all bodily injuries and guarantying the financial consequences of
the said responsibilities which he might incur in consideration of material and
immaterial bodily injuries caused to third parties.
Copies of the policies subscribed by the tenant must be remitted to the lessor,
either by the tenant himself or by his counsel and proof must be given of the
payment of the premiums.
The policies must contain a clause stipulating that the insurers commit
themselves to inform the lessor immediately if the policies are terminated for
any reason whatsoever.
Settlement and execution of the policies
The tenant will reimburse to the lessor the total amount of all insurance
expenses that were paid by the latter.
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The tenant commits himself to inform the lessor of all elements or events that
could increase his risks and to modify the rate of the premium that applies to
the rented premises. In case the tenant's activities influence the conditions
for insuring the adjacent buildings or premises, the tenant will pay the
additional premiums due by the parties of the said premises or buildings.
The tenant's insurance policies must provide that their termination can only
take effect fifteen days after the notification of the insurers to the lessor.
The tenant must give the lessor's insurers free access to the premises, in
order to permit them to evaluate the risks they have to cover.
The tenant commits himself to have the installations and equipments of the
rented premises, and especially the emergency equipment (fire extinguishers),
examined on a regular basis so as to inspect their functioning and their
conformity with the regulations.
Those examinations will be performed at the tenant's expense by an organism
approved by the plenary assembly of the insurance companies against fire
(C.E.P., VERITAS, ...).
The tenant must have his contract adjusted at the lessor's request, he must
respect the suggestions made in the report of the control agency and must carry
out any works whatsoever that are necessary to make sure everything is in
conformance with the regulations.
Article 12 - TRANSFER OF THE LEASE CONTRACT
The tenant can not transfer his right to the present lease contract, either
fully or partly, without the explicit written approval of the lessor, except if
the lease contract is transferred with the business.
The tenant can not be substituted by natural persons or legal persons in the
rented real estate, especially by way of free management of the business.
Following any transfer that is agreed with notwithstanding this article, the
lessor may elect to terminate this lease contract.
Moreover, the transferring tenant will jointly and severally with his
transferee and any successive transferees vouch for the payment of the rents
and attendant expenses and for all compensations relating to the occupation,
and in general, for the execution of the clauses and conditions of this lease
contract.
Consequently all successive tenants, even those who do not occupy the leased
premises having transferred their rights to the lease contract, will be held
jointly and severally responsible for paying to the lessor any rents and
expenses and for executing all clauses and conditions of the lease agreement,
without being able to raise the benefit of discussion or of division.
The above-mentioned stipulations apply to all cases of conveyance whatsoever.
In case rights to the lease contract are transferred to a company, the
above-mentioned clause applies to any transfers made to a new or an existing
company. The conveyance should be carried out in the presence of the lessor or
his proxy. They have to be summoned by means
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of a simple registered letter with acknowledgement receipt addressed to the
lessor's registered office or to the domicile of the proxy, no later than
fifteen days in advance.
The transfer will be established by means of a deed drawn up by a notary public
or other public officer except for derogations by the lessor. An original copy
of the deed relating to the transfer will be transmitted to the lessor free of
charges. The lessor can use this deed as a writ of execution against the
transferees.
In case of a winding up by decision of the court or of measures for judicial
rectification of the tenant company, the rights to the lease contract can only
be transferred by the syndic or the liquidator in accordance with the
above-mentioned conditions.
Article 13 - SUBLETTING
Any total or partial subletting of the premises by the tenant is explicitly
forbidden, as it is the parties' joint intention that the leased premises are
an indivisible whole.
However, the tenant can always propose a subletting to the lessor, who is under
no obligation to accept.
In case the subletting is accepted, the tenant remains solely responsible
towards the lessor for the execution of all the obligations of this lease
contract. The subtenants can not have any additional rights whatsoever in
comparison with the principal tenant.
Moreover, and in case of any partial subletting, it is the parties' joint
intention that the leased premises are an indivisible whole. The sublettings
can not be remonstrated with the lessor. The tenant commits himself to inform
all subtenants and to stipulate in all subletting contracts whatsoever, that
the lessor, as per the present lease contract, has no privity whatsoever with
the subtenants and that the latter explicitly renounce any actions and any
rights versus the lessor, especially for a renewal of the subletting agreement.
Moreover, the tenant commits himself versus his total or partial subtenants to
assume the payment of any compensations whatsoever, in particular those that
might be due by virtue of the release of the premises.
In case any sublettings or transfers are made, all insurance contracts of the
subtenants and transferees need to contain a clause stipulating the
renunciation of all recourses against the lessor, in application of article 11
of this lease contract.
Article 14 - TELEPHONE AND OTHER COMMUNICATIONS
The tenant will personally take all administrative steps in order to obtain the
connections of telephone lines, telex lines or other lines of communication
with which the rented premises are equipped. The said tenant explicitly commits
himself to terminate his subscriptions by the date of his departure.
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Article 15 - RESTITUTION OF THE PREMISES
At the expiry of the lease contract the tenant should inform the lessor fifteen
days in advance of the date on which he will move out. The tenant should also
transmit his new address to the lessor.
Prior to moving out, the tenant must pay the total rent and attendant expenses
prior to removing even part of his furniture or materials. He must also prove
by means of receipts that he has paid all the contributions that were at his
expense, both for the prior years and for the current year.
No later than at the expiry date of the lease contract, the tenant must ensure
that the leased real estate is in perfect state of repairs and maintenance.
This will be inspected by means of an inventory of fixtures as between lessor
and tenant. As soon as this inspection has been completed, the tenant has to
return the keys to the lessor. In case the tenant is not present at the date
and time fixed by the lessor for drawing up the inventory of fixtures as
between lessor and tenant, this inventory will be drawn up by a process-server.
The relating costs are at the tenant's expense.
In case repairs or works prove to be necessary, the tenant will inform the
lessor within 48 hours of his intention to execute them himself. The parties
agree to have those works inspected by the lessor. If the tenant fails to
inform the lessor of his intentions, the lessor will have the repairs executed
at the tenant's expense. If the premises can not be rented again prior to the
execution of the works for which the tenant is responsible and that are stated
in the inventory of fixtures as between lessor and tenant, the tenant will pay
to the lessor a compensation equal to the amount of the last rent in force and
to the expenses relating thereto and this until the works have been carried
out. Such compensation, which is fixed excluding any taxes and duties, which
are also at the tenant's expense, must be paid under the same conditions as
stipulated in article 19.
Chapter III - Financial obligations
Article 16 - RENT
The present lease contract is entered into with an annual basic rent, the
amount of which is mentioned in article 28 and that will be adjusted under the
legal conditions and under the conditions stipulated in article 21. Taking into
account the interior works the tenant needs to have performed for the execution
of its activities, the lessor grants him an exemption from rent from September
1st until December 31st 1996.
Article 17 - TAXES
V.A.T.: The above-mentioned rent and its attendant expenses are exclusive of
all taxes. The tenant commits himself to pay in the hands of the lessor the
amount of the value added tax or any other new tax or any tax replacing
existing taxes at the rates that are legally in vigour at the date of the
respective payments.
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Article 18 - EXPENSES AND ATTENDANT EXPENSES
The tenant will pay all expenses, contributions, insurances, management fees
for the premises, taxes and allowances mentioned in the preceding articles. He
will reimburse to the lessor the amount of all other expenses for exploitation,
repairs or maintenance relating to the real estate and equipments, irrespective
of their nature, both in the leased premises and in the common parts of the
real estate.
This reimbursement will be paid by a call for a quarterly provision paid by the
tenant, together with each rent instalment, as foreseen in article 29.
At the end of each financial year, the lessor will draw up a final settlement
of all the expenses that were actually paid, of which the provisions that were
already paid will be deducted. The regularisation of the accounts, the call for
the additional expenses or the deduction of the excess payments from the next
instalment, will be effected together with the call for the next rent payment.
Article 19 - TERMS OF PAYMENT
The tenant commits himself to pay to the lessor the rent and the attendant
expenses in four equal instalments paid in advance respectively on January 1st,
April 1st, July 1st and October 1st of each year. If necessary, the first and
the last rents are payable proportionately to the period of time.
The rents and the amounts due are payable at the domicile of the lessor or his
proxy. The tenant must take all necessary actions to insure that the payments
are in the lessor's possession by the contractual expiry dates.
In case of non-payment, even partial, at the expiry date of the rent, the
balance will be increased with an amount of 10% (ten percent) of the rent
excluding taxes, taxes that are moreover at the tenant's expense.
Article 20 - DEPOSIT
In order to guaranty his obligations, the tenant will pay to the lessor as a
deposit a bank guaranty of the annexed type, equal to three months' rent.
This guaranty will be returned after the tenant's departure, on condition that
he has executed all clauses and conditions of the lease contract, especially
after the necessary works have been carried out in order to return the leased
premises to a perfect state for renting.
In case of adjustments or changes to the fixed rent, the present deposit will
be adjusted proportionately to the new rent and under the same conditions, such
that it is always equal to three months' rent excluding taxes.
In case any tax whatsoever becomes be due at any moment whatsoever, the tenant
commits himself to reimburse it to the lessor at the latter's first written
request.
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In case this lease contract is terminated due to non-performance of the
conditions due to the tenant, the lessor is entitled to keep the said deposit as
damages, without prejudice to any other damages.
Article 21 - READJUSTMENT OF THE RENT
The rent is indexed on a yearly basis.
The rent will be adjusted upwards or downwards each year on September 0xx, xxxx
jure and without any formality nor request whatsoever, proportionally to the
quarterly index of the construction cost published by the INSEE.
The initial reference index is stipulated in article 31: it is the last
quarterly index known at the date on which the lease contract takes effect.
The index for comparison used for the calculation of the first readjustment
will be the same quarterly index as the initial reference index but of the
following year. This index for comparison will be the reference index for the
next readjustment, and so on.
It is stipulated explicitly that the present clause refers to the conventional
indexation that does not refer to the legal triennial readjustment foreseen in
articles 26 and 27 of the decree of September 30th, 1953 and that is a matter
of right.
This disposition is an essential and decisive condition of the present lease
contract; without this condition the lease contract would not have been
consented with.
In case of modification or replacement of the chosen index, the new index will
ipso jure replace the old index in the conditions and in accordance with the
published ratio's. This replacement takes effect retroactively as from the date
at which the contractual index can no longer be applied.
In case of pure and simple discontinuance of the above-mentioned index, it will
be replaced by a new index mutually agreed by the parties, or in case the
parties do not reach an agreement, by an expert chosen by the parties. In case
the parties can not reach an agreement as to the choice of the expert, the
latter will be designated by the judge responsible for leases ("Juge des
Loyers") referred to by the first party to take action.
Chapter IV - Other obligations
Article 22 - RESOLUTIVE CLAUSE
It is explicitly agreed that in case of non-execution of all or one of the
above-mentioned conditions, the lessor has the right to terminate the lease
contract ipso jure without having to serve any legal formalities if a summons
to execute the conditions has not had any effects after a period of one month.
The lessor can have the tenant evicted from the leased premises by simple
judgement in xxxxxxxx by the President of the court of first instance
("Tribunal de Grande Instance"). The lessor reserves the right to assert his
titles to any rents due, damages and expenses, without prejudice to his right
to submit to the judge for a judgement on the merits any actions he thinks fit.
In case of non-payment of only on
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instalment of the rent, the lessor also has the right to have the tenant evicted
in the same way and subject to the same conditions, but no sooner than one month
after a summons to pay has remained without any effect.
Any offer to make the payment or to execute the conditions after the expiry of
the above-mentioned delay is deemed to be null and void and non-existent and
can not obstruct the termination requested by the lessor.
In case of termination or eviction, the rents paid in advance, if any, remain
the property of the lessor as damages, without prejudice to the right to any
larger damages and without prejudice to the application of article 1760 of the
Code of Civil law, and this notwithstanding the eviction.
If, after the termination, the premises are not restored to the lessor at the
agreed date and free of any occupation, occupation damages are due by the
tenant or his rightful claimants until the actual restoration. Those occupation
damages are equal to 2% (2 percent) of the quarterly rent including all taxes
per day of delay, increased with all rights to damages in favour of the lessor.
The said occupation damages are exclusive of all taxes and duties. Moreover the
taxes and duties are borne by the debtor of the said damages.
Under no circumstances and for no reason whatsoever can the above clause be
deemed as being a threat or as being a style clause. It contains an explicit
derogation, intended as such and accepted by the parties in the last paragraph
of article 1184 of the Code of Civil law.
All duties and taxes relating to any sums due to the lessor by the tenant
within the scope of this contract and its continuations will be borne by the
tenant.
Article 23 - CHARGES AND REGISTRATION
The tenant will pay all charges, duties and fees relating to the present
contract, as well as those resulting from it, especially the commercialisation
fees of the company AUGUSTE-THOUARD ET ASSOCIES, as indicated in article 32 .
The tenant admits having been informed of the amount of the said charges and
fees prior to the signing of this contract.
The tenant or his rightful claimants have to refund to the lessor the charges
for the extrajudicial notice and other law costs justified by his breaches of
the clauses and conditions of this contract.
In case the lessor decides to have the lease contract registered, all stamp
duties and registration fees are at the tenant's expense.
All duties and taxes relating to any sums due to the lessor by the tenant under
the terms of this contract and its continuations are at the tenant's expense.
Article 24 - ELECTION OF DOMICILE
For the execution of the present contract, the lessor elects his domicile in
his registered office and the tenant elects his domicile in the leased
premises.
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Chapter V - Special conditions
Article 25 - DESIGNATION OF THE LEASED REAL ESTATE
The real estate that is being leased is located in ANSE (69480), avenue de
Lossburg, Zone Industrielle.
It includes: an enclosed territory with a surface area of approximately
10,000.- m2 upon which a building has been erected consisting of 4 halls that
can be used as workshops with a surface area of 2,520.- m2 and an office space
on the first floor with a total xxxxxxx xxxx xx 000 x0.
List of facilities:
The premises contain the following facilities:
- an installation for electrical lighting and distribution system with
distribution boxes and outlets in the workshops and with wiring;
- a heating system with gas and aerothermic heaters in the workshops and with
electrical convector heaters in the offices;
- an installation for compressed air and a compressor;
- a gantry crane of 3.2 ton in the xxxxx xxxx;
- a room that can be used as office for the workshop, a refectory, sanitary
installations and cloakroom.
Article 26 - REFERENCE DATES
- Date on which the lease contract comes into force: September 1st, 1996.
- Expiry date of the lease contract: August 30th, 2005.
- Date on which the real estate is at the tenant's disposal: September 1st,
1996.
- Date of the first rent payment: January 1st, 1997.
- Triennial expiry dates: August 30th, 1999 and August 30th, 2002.
Article 27 - DESTINATION
Activities of the tenant: sterilisation of medical products and corresponding
activities such as laboratory work, packaging, storage, display and other
activities relating to the market of medical equipment in general.
Article 28 - ANNUAL BASIC RENT
Annual basic rent (excl. duties) 750,000.- FF
Value added tax (duty in force) 154,500.- FF
Annual basic rent (all duties included) 904,500.- FF
Article 29 - PROVISIONS ON EXPENSES
In settlement of the expenses, the lessor will request from the tenant a
provision that is still to be fixed. This provision will be modified on an
annual basis in accordance with the estimated budget.
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Article 30 - DEPOSIT
At the moment this lease contract is signed, the deposit corresponding to three
months' rent excluding duties amounts to 187,500.- FF.
Article 31 - REFERENCE INDEX
INSEE index of the cost of construction works for the 4th quarter of 1993,
being 1013.
Article 32 - FEES FOR THE COMPANY AUGUSTE-THOUARD ET ASSOCIES
Basis: 750,000.- FF
Amount excl. duties: 112,500.- FF
Amount all duties included: 135,675.- FF
Date on which the amounts are recoverable: the date on which the lease
contract is signed.
Drawn up in three copies,
September 9th, 1996
