SUBLEASE AGREEMENT between MDE AG and ComTelco Interantional, Inc.
Landlord Tenant
MDE AG ComTelco International, Inc.
Medizintechnik Xxxxxxxxxxxxxxxxx 00
Xxxxxxxxxxxxxxxxx 00 9014 St. Gallen
9014 St. Gallen
PREMISES Xxxxxxxxxxxxxxxxx 00 0000 Xx. Gallen
FACILITY Office floor 6 (apprx. 2,013 square feet) for use as
offices
PARKING SPACES 4 SHARED USE OF Elevator
Bathroom
Kitchen
BEGIN OF LEASE Xxxxx 0, 0000
XXXXXXXXXXX upon 6 months' notice to the end of March, June,
September or December
MONTHLY RENT Total gross rent CHF 3,300 (approximately $2,200)
payable in advance each quarter
RENT DEPOSIT CHF ----
RENT BASIS According to the Lease Contract between MDE AG and
Immotest Bau und Verwaltungs AG in St. Gallen
SPECIAL PROVISIONS Tenant is responsible for ventilation and lighting.
The necessary keys will be handed over.
INTEGRAL PART The contractual general provisions for lease of
commercial space
St. Gallen, March 3, 1997
MDE AG ComTelco
Xxxxxxxxxxxxxxxxx 00 International, Inc.
0000 Xx. Xxxxxx Xxxxxxxxxxxxxxxxx 00
Xxxxxxxxxxx 9014 St. Gallen
Tel. + 00-00-000 86 33 Switzerland
Fax + 00-00-000 86 40 Tel. + 00-00-000 86 33
Email: Xxxxxx@xxxxxxxx.xx Fax + 00-00-000 86 40
Homepage:
xxxx://xxx.xxxxxxxx.xx
Email: Xxxxxx@xxxxxxxx.xx
/s/ August Xxxxxxx /s/ Xxxxx Xxxxxx
------------------------- ----------------------------
MDE AG ComTelco International, Inc.
This lease agreement becomes binding only upon execution by the parties.
General Contractual Provisions for Lease of Commercial Space
1. Liability
If several landlords and tenants are parties to the contract and sign the
lease as such, they are jointly and severally liable for the fulfilment of
their contractual obligations.
2. Settlement Restrictions
The right to settlement of counterclaims is excluded in connection with
rent claims, as far as they are not based on a due xxxx established by
public deed or corroborated by the signature of the landlord. This also
goes for claims that arise directly from the lease or disputes about said
lease. The tenant can deposit the contentious amount with the proper
authorities until a settlement or court decision has been reached. (For
the city of St. Gallen, at the city chancellery, for the other towns, at
the council offices.)
3. Security Deposit
If the tenant pays a deposit, it will bear interest at the current
interest rate offered by the State Bank of the Canton of St. Gallen. The
interest will be calculated at the end of the lease term and will be
credited to the final account. The security deposit remains in effect for
the duration of the lease term and may not be credited towards rent by the
tenant. Barring other arrangements, the deposit serves not only as
security deposit for the rent, but for all claims by the landlord arising
from this contract.
4. Rent Adjustments and other Changes to the Contract
Should the landlord intend to increase the rent agreed upon in the lease
contract and/or change any of its other provisions, he must, without
threat of notice, notify the tenant of the extent of said changes, the
time they will take effect, and their justification, in writing. The
contractual term of notice, which shall not be shorter than the legal term
of three months, must be observed. Notification must take place at least
10 days before the beginning of the term of notice.
A cost of living clause can be appended to contracts with a fixed term of
at least 5 (five) years. The divergent provisions of a cost of living
clause take precedence over the general provisions.
Extra services provided by the landlord can also be calculated into the
rent during a fixed contractual term. The term of notification is 3
(three) months.
If no cost of living clause is agreed upon, the landlord is bound by the
rent increase factors permitted by law or jurisprudence.
Notification of contract changes must take place via the prescribed
official form or, in the absence of said form, via a registered letter.
5. Settling of heating - and additional costs
Additional costs may only be calculated in actual scale, and may only be
calculated separately insofar as they are not included in the rent
according to the lease contract. Provided the tenant does not pay the
agreed additional costs directly and no contract prices were agreed upon,
the heating- and any further additional costs due are to be charged on a
yearly basis.
The xxxx and the resulting claims are considered recognized by the tenant,
when he has not contested said account and claims in a registered letter
to the landlord or to the competent arbitration authority, within 30 days
after receiving said account and claims. During this period, the landlord
must allow the tenant access to the relevant original documents.
As heating and hot water costs can be charged those expenses which are
directly connected with the operation of the heating or central hot water
installation.
Thereunder fall specifically the following expenses:
a) the consumed fuel and energy
b) the electricity for operating burners and pumps
c) the cleaning of the heating installation and of the chimneys, the
scraping, the burning out, and the oiling of the furnace, the
disposal of waste and slags
d) the periodical checking of the heating installation and oil tanks,
the decalcification of the hot water installation
e) the servicing of heating meters
f) maintenance
g) insurance premiums, insofar as they are exclusively connected with
the heating installation
h) the administrative work connected with the operation of the heating
installation
The maintenance and administration costs may be debited on the customary
basis.
A tenant who moves out in the course of a heating period cannot demand the
drawing up of a separate heating account. The account is made collectively
for all tenants.
6. Moving in
Barring other agreement, the tenant may move in the day before the start
of the lease at 2:00 PM, provided the removal date of the present tenant
was not changed in accordance with article 23, paragraph 5.
The landlord hands over the premises named in this contract to the tenant
in good and clean condition.
7. Notification of Defects
As far as the defects were not listed in a separate record or were not
reported to the landlord in a registered letter within one month after the
start of the lease, it is assumed that the property was handed over in
proper condition.
8. Use of the Lease Property
The tenant is obliged to take all proper care in the use of the property
and to show proper regard for the other tenants; to keep the property,
whether used or unused, clean; to air the property appropriately and
regularly and to protect it from damage.
The tenant is also obliged not to use the property for any purpose other
than that agreed upon in the contract. Any change of purpose requires
prior written permission from the landlord.
Even in his (the tenant's) absence, the tenant remains responsible for the
fulfillment of his obligations.
9. Maintenance of the Lease Property
The landlord is obliged to hand over the premises in a condition suitable
for their contractual purpose and to maintain them in that condition for
the duration of the lease term. If this is not the case, the tenant is
entitled to the rights described in articles 254 and 255 of Contract Law.
Urgent repairs which are the landlord's responsibility must immediately be
requested in writing by the tenant. If the tenant fails to do so, he is
accountable for resulting damage, just as the landlord is accountable for
the same, if he fails to have urgent repairs done or is culpably negligent
of them.
In emergencies, such as broken water or central heating pipes, flooding
as a result of water backing up, or similar occurrences, the tenant is
obliged immediately to take the absolutely necessary precautions, if
damage can thereby be avoided or reduced.
10. Renovations and Alteration of the Lease Property
The landlord has the right, after prior notification and observance of the
legal term of notice, to carry out alterations to the lease property and
its furnishings. Moreover, He always retains the right to lead wiring etc.
through the property. If the contractual use of the property is
substantially impaired during construction, the landlord must compensate
the tenant appropriately.
The tenant retains the rights in articles 254 and 255 of the Swiss Code of
Obligations.
11. Structural Changes and Appliances Introduced by the tenant
The tenant is not allowed to make any structural changes to the property
without the express written consent of the landlord. If the tenant makes
structural changes to the property during the lease term, the landlord has
the right - unless there was a different arrangement - to demand
restoration of the property to its original condition, at the end of the
lease. The landlord is not obliged to compensate the tenant for costs
incurred by the tenant, even if he granted permission for the construction
and waives the right to demand restoration of the property's original
condition.
The tenant is allowed to install special appliances and furnishings in the
interior of the lease property, during the entire term of the contract,
without special permission from the landlord, provided the installation
does not require structural changes and that the lease property is not
damaged in the process. In that case the landlord also has the right to
demand that the property be restored to its original condition.
If these structural changes, appliances, and furnishings represent a
useful increase in value, were introduced with written permission from the
landlord, and cannot be removed without fundamental increase in value,
then the landlord must compensate the tenant appropriately, and loses the
right to demand removal of the changes, appliances, and furnishings and
restoration of the property to its original condition. The amount of the
compensation must as a rule be established in mutual agreement, before the
beginning of the installation of the appliances and furnishings desired by
the tenant. The compensation can be depreciated over the course of the
lease term, if it is decided that it is not to be paid until the end of
the lease. If the parties have not worked out an agreement, then the
obtaining depreciation period guidelines of the Swiss Association of Real
Estate Owners are in force.
The installation of appliances and furnishings on the outside of the lease
property (blinds, name boards, shop signs, posters, display cases,
antennas, and similar things), as well as changes to existing appliances
and furnishings may only be carried out with express permission from the
landlord. Authorization by the landlord is also required for size, color,
and material, especially in connection with name boards and billboards, as
well as other publicity devices. In other to achieve a uniform appearance
for the entire building collective designs must be carried out by a
professional appointed by the landlord. If renovations or changes to the
facade or other walls are made, the tenant must undertake the removal and
reapplication of signs and other publicity devices at his own cost and in
accordance with the guidelines of the landlord.
The costs of possible authorization proceedings under public law are
covered by the tenant.
12. Restrictions under Public Law and Insurance Regulations
If the tenant's business is subject to restrictions under public law or
insurance regulations, which require structural and other changes, and if
these are not directly linked with the agreed use of the lease property,
then the tenant is responsible for carrying out these alterations.
13. Name-Plate and Letterbox
The tenant has the right to an appropriate name-plate and his own letter
box.
14. Garbage Disposal
Garbage of any kind may only be disposed of in the place and manner
designated by the landlord.
15. Use of the Forecourt, Premises and Furnishings outside of the lease
property
Barring explicit other arrangements, the tenant may not use the forecourt
and premises outside the lease property for work, storage or other
business purposes.
The entrance to the building and backyard (passage, house and basement) or
other freely accessible places and premises may not be blocked in any way
by any objects or goods. If the landlord grants exceptional to do so, the
tenant is liable for any damage resulting from storage.
Vehicles owned by the tenant, as well those owned by his employees or his
customers, may only be parked in parking spaces specifically designated
for that purpose by the landlord.
The use of the passenger and goods elevators is subject to the regulations
posted in or at the elevator, as well as the relevant provisions of
administrative law.
The parts of the facade in the area of the lease property do not belong
to that property, i.e. they are not part of the lease.
16. Risk and Insurance
The landlord is not liable for shop windows, display cases, window panes,
glass paneling, shop signs, neon signs, etc. The tenant bears the risk of
breakage for all window panes and glass furnishings,
The tenant is responsible for the security (burglary, theft) of the leased
space.
Insurance against the risks mentioned in the preceding two paragraphs is
the tenant's business. Insurance against water and fire damage to
furniture, goods, and machines brought in by the tenant is also his
business.
17. Subletting and Transfer
Subletting and the transfer of lease rights are prohibited without written
permission from the landlord, barring other agreement.
18. Landlord's Right of Access
The landlord or his representative have the right, at 24-hour notice, to
inspect the lease property for the purpose of protecting the right of
property and of carrying out the obligatory repairs, or as required for
planned installation work. In emergencies, this may also de done in the
absence of the tenant.
The landlord or his representative also have the right, at 24-hour notice,
to view the premises from Monday to Friday, between 2.00 and 6.00 PM, and
on Sunday, between 10.00 and 12.00 AM, in connection with sale or lease
negotiations with interested parties. The tenant must also make it
possible to enter the premises in his absence.
19. House Regulations
If house regulations are appended to this contract, the tenant is
expressly obliged to adhere to them.
20. Sale of Real Estate
If real estate is sold with transfer of lease contracts, only agreements
in writing or proven by the tenant are taken over by the buyer.
21. Notice and Notice Methods
The lease can be terminated by either party, in observance of the agreed
term of notice.
The notice is valid if it is delivered in writing, and at the latest on
the last day before the beginning of the term of notice, to the domestic
postal service (postmark).
If the lease contract is closed on a fixed term, it cannot be terminated
until the end of the fixed contractual term, in observance of the agreed
term of notice.
22. Termination of the Lease Before End of Term
If the tenant wishes to terminate the lease prematurely, without
observance of the agreed terms, he is in principle liable for the rent and
additional costs, as well as other tenant
obligations, until the next contractual term of notice. Improper
notification must be submitted to the landlord in writing. If the tenant
proposes an acceptable substitute tenant, he (the present tenant) will as
a rule be freed of his obligations from the date of the possible new
lease. The advertising costs connected with the premature release of the
property must be covered to the customary extent by the tenant who IS
moving out.
23. Return of the Lease Property
The lease property must be returned at the latest on the last day of the
lease term at 2:00 PM, in good condition, vacated and cleaned, with all
of the keys. In principle, the premises must be returned in the same
condition as that in which they were found when the tenant first entered
them.
If the tenant moves out prematurely, he must enable the landlord, by
handing over the necessary keys, to enter the premises for inspection and
in exceptional cases.
Loss of keys must be reported immediately to the management. Missing keys
are to be replaced by the tenant at his cost. The landlord has the right,
in this case, to have locks and keys changed or replaced at the tenant's
cost. The tenant may only have new keys made with the authorization of the
landlord. Additional keys must be left with the landlord when moving out,
in exchange for compensation of the customary prime cost. Extra locks,
installed with the authorization of the landlord, are to be compensated.
If the end of the lease falls on a Saturday, Sunday, or another official
holiday, the premises must be returned at the latest by 1400 on the next
business day.
24. Court of Arbitration and Arbitration Authority
If there is an equal status arbitration authority in the municipality of
the lease property or for the region, disputes must be submitted to this
arbitration authority before appeal to a judge. If no agreement is
reached, the judge at the property's municipality is competent, barring
further appeal. With the permission of both parties, the arbitration
authority can act as court of arbitration.
25. Jurisdiction
Jurisdiction for all disputes resulting from this contract falls to the
municipality where the property is located. This jurisdiction irrevocably
remains in force even after the end of the lease.
