Dated day of 1999
SPLENDOUR CHIEF DEVELOPMENT LIMITED
and
WORKABLE COMPANY LIMITED
*********************************************
TENANCY AGREEMENT
of
All Those Workshops 1 & 2 on 17th Floor,
Workshops 1 & 2 on 14th Floor, Workshop 1 on
2nd Floor & The Flat Roof and Private Car
Park No. 18 on Upper Ground Floor, Xxx Xxxx
Industrial Building, Xx.00, Xxx Xxxxx Xxxxxx,
Xxxxxxx, Xxxx Xxxx
*********************************************
REGISTERED at the Land Registry
by Memorial No.
on
p. Land Registrar.
SO XXXXX XXX & SIN
Solicitors
17th Floor,
Standard Chartered Bank Xxxxxxxx
0 Xxx Xxxxx Xxxx Xxxxxxx,
Xxxx Xxxx
AGREEMENT
AN AGREEMENT made this day of
One thousand nine hundred and ninety-nine
Parties BETWEEN the person or company detailed as the
Landlord in Part I of the Schedule hereto
(hereinafter called "the Landlord") of the one
part and the person or company detailed as the
Tenant in Part I of the Schedule hereto
(hereinafter called "the Tenant") of the other
part.
W H E R E B Y :-
Premises The Landlord shall let and the Tenant shall take
ALL THOSE the premises (hereinafter referred to as
"the Premises") forming part of all that building
(hereinafter referred to as "the Building") and
more particularly described and set out in Part II
of the Schedule attached hereto Together with the
use in common with the Landlord and all others
having the like right of the entrances staircases
landings passages and toilets in the Building in
so far as the same are necessary for the proper
use and enjoyment of the Premises and except in so
far as the Landlord may from time to time restrict
such use (without unreasonably interfering with
the use, occupation or enjoyment of the Premises
by the Tenant) And together with the right in
common with others having the like right to use
Term the lift service in the building (whenever the
same shall be operating) for the term set forth in
Rent Part III of the Schedule hereto YIELDING AND
PAYING therefor throughout the said term (but
subject to Clause 10 of Section X hereof) the rent
as are set out in Part IV of the Schedule hereto
which sums shall be payable exclusive of rates and
management fees in advance without any deductions
on the first day of each calendar month the first
and last of such payments to be apportioned
according to the number of days in the month
included in the said term.
User Subject as hereinafter mentioned and unless
otherwise agreed by the parties hereto, the Tenant
agrees to use the Premises for industrial and
ancillary offices and warehouse purposes only and
for no other purpose
- 1 -
whatsoever.
II
RENT AND OTHER CHARGES
The Tenant agrees with the Landlord as follows:-
1. To pay on the days and in the manner herein
provided :-
Rent (a) the said rent;
Air- (b) the air-conditioning charges (if any);
Conditioning
Charges
Maintenance (c) the cleaning charges (if any);
Charges
Cleaning (d) the management fees payable by the owner or
Charges occupier of the Premises pursuant to or by
Management virtue of the Deed of Mutual Covenant or
Fees Management Agreement relating to the building
(if any).
Rates 2. To pay and discharge all rates taxes
assessments duties impositions charges and
outgoings whatsoever now or hereafter to be
imposed or levied on the Premises or upon the
owner or occupier in respect thereof by the
Government of The Hong Kong Special
Administrative Region or other lawful
authority (Government Rent, Property Tax and
outgoings of a capital or non-recurring
nature excepted). Without prejudice to the
generality of this subclause the Tenant shall
pay all rates imposed on the Premises in the
first place to the Landlord who shall settle
the same with the Government of The Hong Kong
Special Administrative Region and in the
event of the Premises not yet having been
assessed to rates the Tenant shall pay to the
Landlord a sum equal to the rates which would
be charged by the Government of The Hong Kong
Special Administrative Region on the basis of
a rateable value equal to twelve months' rent
payable by the Tenant on account of the
Tenant's liability under this Clause subject
to adjustment when the assessment is
available.
Utilities 3. To pay and discharge all deposits and charges
in respect of gas water deposits
- 2 -
electricity air conditioning and telephone
as may be shown by or operated from the
Tenant's own metered supplies or by accounts
rendered to the Tenant in respect of all
such utilities consumed on or in the
Premises.
III
TENANT'S OBLIGATIONS
Compliance 1. To obey observe and comply with and to
with Ordinances indemnify the Landlord against the breach of
all ordinances, regulations, bye-laws, rules
and requirements of any Governmental or other
competent authority relating to the use and
occupation of the Premises or any other act,
deed, matter or thing done, permitted,
suffered or omitted therein or thereon by the
Tenant of any employee, agent or licensee of
the Tenant and without prejudice to the
foregoing to obtain any approval licence or
permit required by any Governmental or other
competent authority in connection with the
Tenant's use and occupation of the Premises
and to indemnify the Landlord against the
consequences of a breach of this provision.
Fitting Out 2. To fit out the interior of the Premises in
accordance with such plans and specifications
as shall have been first submitted to and
approved by the Landlord in writing (such
approval shall not be unreasonably withheld
or delayed) in a good and proper workmanlike
fashion and safety and so to maintain the
same throughout the said term in good
condition and repair to the satisfaction of
the Landlord (fair wear and tear inherent or
latent defects excepted).
Good Repair 3. To keep all the interior of the Premises
of Interior including the flooring interior plaster or
other finishing material or rendering to the
walls floors and ceilings and the Landlord's
fixtures and fittings therein including all
doors windows electrical installations and
wiring light fittings suspended ceilings fire
fighting apparatus and ducting in good clean
tenantable substantial and proper repair and
condition (fair wear and tear inherent or
- 3 -
latent defects excepted) so as to maintain
the same at the expense of the Tenant, and to
deliver up the same to the Landlord at the
expiration or sooner determination of the
said term in like condition.
Replacement 4. To pay to or reimburse the Landlord the cost
of Windows of replacing all broken or damaged windows
whether the same be broken or damaged by the
negligence of the Tenant or owing to
circumstances beyond the control of the
Tenant.
Repair of 5. To repair or replace if so required by the
Electrical appropriate company or authority by duly
Installations authorised contractor statutory undertaker or
authority as the case may be under the terms
of the Electricity Supply Ordinance or any
statutory modification or re-enactment
thereof or any Orders in Council or
regulations made thereunder all the
electrical wiring installations and fittings
within the Premises and the wiring from the
Tenant's meter or meters to and within the
same.
Good Repair 6. At the expense of the Tenant to maintain all
to Toilets and toilets and water apparatus as are located
Water Apparatus within the Premises (or elsewhere if used
exclusively by the Tenant its employees
invitees and licensees) in good clean and
tenantable state and in proper repair and
condition (fair wear and tear inherent and
latent defects excepted) at all times during
the said term to the satisfaction of the
Landlord and in accordance with the
Regulations of the Public Health or other
Government Authority concerned.
Cleaning of 7. To pay on demand to the Landlord the
Drains reasonable cost incurred by the Landlord in
cleaning and clearing any of the drains
choked or stopped up owing to the improper or
careless use by the Tenant or its employees
invitees or licensees.
Indemnify 8. To be wholly responsible for any damage to
against Loss/ the Premises or any damage or injury caused
Damage from to any person whomsoever directly through the
Interior Defects defective or damaged condition of any part of
the interior of the Premises or in any way
owing to the spread of fire or smoke or the
overflow of water from the Premises or any
part thereof or
- 4 -
through the act default or neglect of the
Tenant its servants agents licensees or
contractors and to make good the same by
payment or otherwise and to indemnify the
Landlord against all reasonable costs claims
demands actions and legal proceedings
whatsoever made upon the Landlord by any
person in respect of any such loss damage or
injury and all costs and expenses incidental
thereto, and to effect adequate insurance
cover in respect of such risks with a
reputable company. The policy of such
insurance shall be endorsed to show the
Landlord as registered owner of the Building
or the Premises (as the case may be) and
shall be in such amount as may be required by
the Landlord and in the reasonable opinions
of the Landlord to be sufficiently covered
all the risks mentioned above and shall
contain a clause to the effect that the
insurance cover thereby effected and the
terms and conditions thereof shall not be
cancelled modified or restricted without the
prior consent of the Landlord (which consent
shall not be unreasonably withheld or
delayed). The Tenant hereby further
undertakes to produce to the Landlord as and
when required by the Landlord on reasonable
prior written notice such policy of insurance
together with a receipt for the last payment
of premium and a certificate from the
insurance company that the policy is fully
paid up and in all respects valid and
subsisting.
Protection 9. To take all reasonable precautions to protect
from typhoon the interior of the Premises from storm or
typhoon damage.
To permit 10. To permit the Landlord its agents and all
Landlord to persons authorised by it with or without
enter and view workmen or others and with or without
appliances at all reasonable times upon prior
appointment to enter upon the Premises to
view the condition thereof and to take
inventories of the fixtures and fittings
therein and to carry out any work or repair
required to be done provided that in the
event of an emergency the Landlord its
servants or agents may enter without notice
and forcibly if need be.
To execute 11. To make good all defects and wants of repair
repair on receipt to the Premises for which the
- 5 -
of notice Tenant may be liable within the period of one
month from the receipt of written notice from
the Landlord to amend and make good the same,
and if the Tenant shall fail to execute such
works or repairs as aforementioned to permit
the Landlord on reasonable prior written
notice to enter upon the Premises and execute
the same and in such case the reasonable cost
thereof shall be a debt due from the Tenant
to the Landlord and be recoverable forthwith
by action.
Inform 12. To give notice to the Landlord or its agent
Landlord of of any damage that may be suffered to the
Damage Premises and of accident to or defects in the
water and gas pipes electrical wiring or
fittings, fixtures or other facilities
provided by the Landlord.
Refuse and 13. To be responsible for the removal of refuse
Garbage Removal and garbage from the Premises to such
location as shall be specified by the
Landlord from time to time and to use only
that type of refuse container as is specified
by the Landlord from time to time. In the
event of the Landlord providing a collection
service for refuse and garbage the same shall
be used by the Tenant to the exclusion of any
other similar service and the use of such
service provided by the Landlord shall be at
the sole cost of the Tenant.
Installation 14. The Tenant shall make its own arrangements
of Telephone with the public telephone company in Hong
Cables Kong with regard to the installation of
telephones in the Premises, but the
installation of telephone lines outside the
Premises must be in accordance with the
Landlord's reasonable directions.
Government 15. To be bound by and to be observe and perform
Lease and Deed of all the terms conditions stipulations and
Mutual Covenant covenants contained Government Lease and Deed
of Mutual Covenant of the Building.
Contractors 16. To be liable for any act default negligence
Employees or omission of the Tenant's contractors,
Invitees and employees invitees or licensees as if it were
Licensees the act default negligence or omission of the
Tenant and to indemnify the Landlord against
all costs claims demands expenses or
liability
- 6 -
to any third party in connection therewith.
Yield up 17. To yield up the Premises with all fixtures
Premises fittings and additions therein and thereto at
and Handover the expiration or sooner determination of the
Term in good clean substantial and proper
repair and condition (fair wear and tear
inherent and latent defects excepted) AND
thereupon to surrender to the Landlord all
keys leading to all parts of the Premises and
if required by the Landlord to remove at the
Tenant's expense all fixtures, fittings,
additions, partitions, floor coverings, wall
finishes, false ceilings, electrical
installations and wirings, erections, and
alterations made or installed upon or in the
Premises whether by the Tenant or by a
previous occupier of the Premises and taken
over by the Tenant and to re-instate restore
and make good any damage caused by such
removal or re-instatement Provided that the
Tenant's obligations relating to removal or
re-instatement under this Clause may be
modified or varied by the mutual agreement
between the Landlord and the Tenant that the
Landlord proposes without payment of any
compensation to retain all or any of the said
fixtures, fittings, additions, partitions,
floor coverings, erections and alterations
which the Tenant is otherwise liable
hereunder to remove but subject to this
proviso, the Tenant shall re-instate restore
and make good the Premises or any part
thereof requiring to be re-instated restored
or made good and deliver up the Premises to
the Landlord in "bare shell" condition and in
the event of the Tenant failing so to do the
Tenant shall on demand pay to the Landlord
the cost of such re-instatement restoration
or making good.
IV
LANDLORD'S OBLIGATIONS
The Landlord agrees with the Tenant as follows:-
Quiet 1. To permit the Tenant (duly paying the rent
Enjoyment the management fees and the cleaning charges
(if any) hereby agreed to be paid
- 7 -
on the days and in manner herein provided for
payment of the same and rates and observing
and performing the agreements stipulations
terms conditions and obligations herein
contained) to have quiet possession and
enjoyment of the Premises during the said
term without any interruption by the Landlord
or any person lawfully claiming under or
through or in trust for the Landlord.
Government Rent 2. To pay the Government Rent and Property Tax
and outgoings of a capital or non-recurring
nature attributable to or payable in respect
of the Premises.
Roof and 3. To repair maintain and keep main drains water
Main pipes main cables main walls roofs and
Structure exterior window frames of the Building
(except in so far as the same are within the
responsibility of the Tenant hereunder) in a
proper state of repair and condition Provided
that the Landlord shall not be liable for
breach of this Clause (so far as it relates
to the Premises) unless and until written
notice of any defect or want of repair has
been given to the Landlord by the Tenant and
the Landlord has failed to take reasonable
steps to repair or remedy the same.
4. To use its best endeavours to ensure the
Manager of the Management Office carries out
his duty under the Deed of Mutual Covenant
and Management Agreement.
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby agrees with the Landlord as
follows:-
Installation 1. (a) Not to make or permit or suffer to be made
and Alterations any alterations in or additions to the
Premises or to the electrical wiring
installation, air-conditioning ducting (if
any), lighting fixtures or other Landlord's
fixtures or to install any plant apparatus or
machinery therein without first having
obtained the written consent of the Landlord
therefor (which consent shall not be
unreasonably
- 8 -
withheld or delayed).
(b) Not to place on any part of the Premises
object of any kind of the weight of which is
in excess of the floor loading of the
Premises.
(c) Not to erect install or alter any
partitioning of any kind in the Premises or
any part thereof without having obtained the
Landlord's prior written approval (which
approval shall not be unreasonably withheld
or delayed). Any such partitioning or
alteration thereof approved by the Landlord
shall be constructed or made at such position
and with such material and in accordance with
such other requirement (if any) as shall be
reasonably directed or approved by the
Landlord. All reasonable fees and expenses
incurred by the Landlord in obtaining the
approval of the Landlord's architects or
consultants on the location of such
partitioning or alteration shall be borne by
the Tenant and payment therefor to the
Landlord as may be imposed as a pre-requisite
of the Tenant receiving such permission.
Injury to 2. Not to cut maim or injure or permit or suffer
Main Walls to be cut maimed or injured any doors windows
walls beams structural members or other part
of the fabric of the Premises.
Alteration 3. Save as provided in Section V Clause 5 hereof
to not to affix anything or paint or make any
Exterior alteration whatsoever to the exterior of the
Premises.
Noise 4. Not to cause or produce or suffer or permit
to be produced on or in the Premises any
sound or noise which is or are or may be a
nuisance or annoyance to the tenants or
occupiers of adjacent or neighbouring
premises.
Signs 5. Not without the prior written approval of the
Landlord (which approval shall not be
unreasonably withheld or delayed if the
Tenant shall have complied with any relevant
regulations and rules of the government and
the direction of the
- 9 -
manager of the Building) to exhibit or
display on the exterior of the Premises any
writing sign signboard or other device
whether illuminated or not which may be
visible from outside the Premises nor to
affix any writing signs signboard or other
device in at or above any common area lobby
landing or corridor of the Building provided
that the Tenant may display its name and
trade name in appropriate size(s) and in a
reasonable manner acceptable to the manager
of the Building.
Auction and 6. Not to conduct or permit to be taken place
Sales any auction fire bankruptcy close out or
similar sales of things or properties of any
kind on the Premises.
Illegal or 7. Not to use or cause permit or suffer to be
Immoral Use used any part of the Premises for gambling or
for any illegal immoral or improper purposes
or in any way so as to cause nuisance
annoyance inconvenience or damage or danger
to the Landlord or the tenants or occupiers
of adjacent or neighbouring premises.
Sleeping or 8. Not to use the Premises or any part thereof
Domestic Use as sleeping quarters or as domestic premises
within the meaning of any ordinance for the
time being in force or to allow any person to
remain on the Premises overnight unless with
the Landlord's prior permission in writing.
Such permission shall only be given to enable
the Tenant to post watchmen to look after the
contents of the Premises and the names of the
watchmen shall first be registered with the
Landlord prior to its giving such permission.
Obstructions 9. Not to place or leave or suffer or permit to
in Passages be placed or left by any contractor employee
invitee or licensee of the Tenant any boxes
furniture articles or rubbish in the entrance
or any of the staircases passages or landings
of the Building used in common with other
tenants or the Landlord or otherwise encumber
the same.
Prevention 10. Not to cause or permit any offensive or
of odours unusual odours to be produced upon or emanate
from the Premises.
Animals, Pets 11. Not to keep or permit or suffer to be kept
- 10 -
and infestation any animals or pets inside the Premises and
to take all such steps and precautions to the
satisfaction of the Landlord to prevent the
Premises or any part thereof from becoming
infested by termites rats mice roaches or any
other pests or vermin and for the better
observance hereof the Landlord may require
the Tenant to employ at the Tenants cost such
pest extermination contractors as the
Landlord may nominate and at such intervals
as the Landlord may direct.
Subletting, 12. Not without the prior written consent of the
Assigning Landlord to assign underlet or otherwise part
with the possession of the Premises or any
part thereof in any way whether by way of
sub-letting lending sharing or other means
whereby any person or persons not a party to
this Agreement obtains the use or possession
of the Premises or any part thereof
irrespective of whether any rental or other
consideration is given for such use or
possession and in the event of any such
transfer sub-letting sharing assignment or
parting with the possession of the Premises
(whether for monetary consideration or not)
this Agreement shall absolutely determine and
the Tenant shall forthwith vacate the
Premises on notice to that effect from the
Landlord. The Tenancy shall be personal to
the Tenant named in the First Schedule to
this Agreement and without in any way
limiting the generality of the foregoing the
following acts and events shall unless
approved in writing by the Landlord be deemed
to be breaches of this Clause :-
(a) In the case of a tenant which is a
partnership the taking in of one or more
new partners whether on the death or
retirement of an existing partner or
otherwise.
(b) In the case of a tenant who is an
individual (including a sole surviving
partner of a partnership tenant) the
death insanity or disability of that
individual to the intent that no right
to use possess occupy or enjoy the
Premises or any part thereof shall vest
in the executors administrators personal
- 11 -
representatives next of kin trustee or
committee of any such individual.
(c) In the case of a tenant which is a
corporation liquidation save for
internal reconstruction or amalgamation.
(d) The giving by the Tenant of a Power of
Attorney or similar authority whereby
the donee of the Power obtains the right
to use possess occupy or enjoy the
Premises or any part thereof or does in
fact use possess occupy or enjoy the
same.
Breach of 13. Not to cause suffer or permit any
Government Lease contravention of the provisions of the
Government Lease under which the Landlord
holds the Premises and to indemnify the
Landlord against any such breach.
Breach of 14. Not to cause or suffer or permit to be done
Insurance Policy any act or thing whereby the policy or
policies of Insurance on the Premises against
damage by fire or liability to Third parties
for the time being subsisting may become void
or voidable or whereby the rate or premium or
premiums thereon may be increased, and to
repay to the Landlord on demand all sums paid
by the Landlord by way of increased premium
or premiums thereon and all expenses incurred
by the Landlord in and about any renewal of
such policy or policies arising from or
rendered necessary by a breach of this
Clause.
V
EXCLUSIONS
IT IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED
that the Landlord shall not in any circumstances be
liable to the Tenant or any other person whomsoever
unless caused by the act, negligence or default of
the Landlord, its agents or servants :-
Lift, Air- 1. In respect of any loss or damage to person or
conditioning, property sustained by the Tenant or any other
Utilities person caused by or through or in any way
owing to any defect in or
- 12 -
breakdown of the lifts air-conditioning
system, electric power and water supplies, or
any other building service provided in the
Building, or
Fire and 2. In respect of any loss or damage to person or
overflow property sustained by the Tenant or any other
of water person caused by or through or in any way
owing to the escape of fumes smoke fire or
any other substance or thing or the overflow
of water from anywhere within the Building,
or
Security 3. For the security or safekeeping of the
Premises or any contents therein and in
particular but without prejudice to the
generality of the foregoing the provision by
the Landlord of watchmen and caretakers shall
not create any obligation on the part of the
Landlord as to the security of the Premises
or any contents therein and the
responsibility for the safety of the Premises
and the contents thereof shall at all times
rest with the Tenants, nor shall the rent and
other charges hereinbefore mentioned or any
part thereof xxxxx or cease to be payable on
account of any of the foregoing.
VI
ABATEMENT OF RENT
Suspension of If the Premises or the Building or any part thereof
rent in case shall at any time during the tenancy be destroyed or
of fire etc. damaged or become inaccessible owing to fire water
storm typhoon defective construction white ants
earthquake subsidence of the ground or any calamity
beyond the control of the Landlord so as to render
the Premises or any part thereof unfit for
industrial use or inaccessible and the policy or
policies of insurance effected by the Landlord shall
not have been vitiated or payment of the policy
moneys refused in whole or in part in consequence of
any act or default of the Tenant or if at any time
during the continuance of this tenancy the Premises
or the Building or any part thereof shall be
condemned as a dangerous structure or a demolition
order or closing order shall become operative in
respect of the Premises or the Building or any part
thereof then the rent hereby reserved or a
- 13 -
fair proportion thereof according to the nature and
extent of the damage sustained or order made shall
after the expiration of the then current month be
suspended until the Premises or Building or (as the
case may be) the relevant part thereof shall again
be rendered accessible and fit for industrial or
warehouse use provided that should the Premises or
the Building or (as the case may be) the relevant
part thereof not have been reinstated in the
meantime either the Landlord or the Tenant may at
any time after one month from the occurrence of such
damage or destruction or order give to the other of
them notice in writing to determine this present
tenancy and thereupon the same and everything herein
contained shall cease and be void as from the date
of the occurrence of such destruction or damage or
order or of the Premises or the relevant part
thereof becoming inaccessible or unfit for
industrial or warehouse use but without prejudice to
the rights and remedies of either party against the
other in respect of any antecedent claim or breach
of the agreements stipulations terms and conditions
herein contained or of the Landlord in respect of
the rent payable hereunder prior to the coming into
effect of the suspension.
VII
DEFAULT
It is hereby expressly agreed and declared as
follows :-
Default 1. If the rent and/or the management fees
payable hereunder or any part thereof shall
be in arrear for fifteen (15) days after the
same shall have become payable (whether
formally demanded or not) or if there shall
be any breach or non-performance of any of
the stipulations conditions or agreements
herein contained and on the part of the
Tenant to be observed or performed or if the
Tenant shall become bankrupt or being a
corporation go into liquidation (save for the
purposes of amalgamation or reconstruction)
or if the Tenant shall suffer execution to be
levied upon the
- 14 -
Premises or otherwise on the Tenant's goods
then and in any such case it shall be lawful
for the Landlord at any time thereafter to
re-enter on and upon the Premises or any part
thereof in the name of the whole and
thereupon this Agreement shall absolutely
determine but without prejudice to any right
of action by the Landlord in respect of any
outstanding breach or non-observance or
non-performance by the Tenant of any of the
terms of this Agreement. All reasonable costs
and expenses incurred by the Landlord in
demanding payment of the rent and other
charges aforesaid (if the Landlord elects to
demand) arising out of this Clause shall be
paid by the Tenant and shall be recoverable
from the Tenant as a debt or be deductible by
the Landlord from any deposit held by the
Landlord hereunder.
Acceptance 2. The acceptance of any rent by the Landlord
of Rent hereunder shall not be deemed to operate as a
waiver by the Landlord of any right to
proceed against the Tenant in respect of any
breach non-observance or non-performance by
the Tenant of any of the agreements
stipulations terms and conditions herein
contained and on the part of the Tenant to be
observed and performed.
Acts of 3. For the purpose of these presents any act
Employees default neglect or omission of any guest
Invitees and visitor servant contractor employee agent
Licensees invitee or licensee of the Tenant shall be
deemed to be the act default neglect or
omission of the Tenant.
Distraint 4. For the purpose of Part III of the Landlord
and Tenant (Consolidation) Ordinance (Chapter
7) and of these presents, the rent payable in
respect of the Premises shall be deemed to be
in arrears if not paid in advance at the
times and in the manner hereinbefore provided
for payment thereof.
Interest etc. 5. Notwithstanding anything hereinbefore
contained if the Tenant shall fail to pay the
rental and/or other moneys herein reserved or
any part thereof on due date the Landlord
shall be entitled to recover from the Tenant
as a debt the following
- 15 -
expenses incurred by the Landlord in the
course of recovering the rental in arrears
and/or other moneys unpaid or any part
thereof :-
(a) all Solicitors' and/or Counsels' fees
(on taxed costs basis) and court fees
incurred by the Landlord for the purpose
of recovering the rental and
air-conditioning charges in arrears
and/or other moneys unpaid or any part
thereof from the Tenant;
(b) any other reasonable fees paid to
debt-collectors appointed by the
Landlord for the purpose of collecting
the rental and air-conditioning charges
in arrears and/or other moneys unpaid or
any part thereof from the Tenant;
(c) interest calculated at the rate of 3%
over the prime rate of The Hongkong &
Shanghai Banking Corporation Limited on
the rental and air-conditioning charges
in arrears and/or other moneys unpaid or
any part thereof from the date due for
payment to the date of actual payment.
VIII
DEPOSIT
Deposit 1. The Tenant shall on the signing hereof and at
such other times (if any) during the term of
tenancy hereby created as are specified in
Part III of the Schedule hereto deposit with
the Landlord the sum or sums specified in
Part VI of the Schedule to secure the due
observance and performance by the Tenant of
the agreements stipulations terms and
conditions herein contained and on the part
of the Tenant to be observed and performed
which said deposit shall be held by the
Landlord throughout the currency of this
agreement free of any interest to the Tenant
with the right for the Landlord (without
prejudice to any other right or remedy
hereunder) to deduct therefrom the amount of
any rent rates and other charges payable
hereunder and any costs expenses
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loss or damage sustained by the Landlord as
the result of any non-observance or
non-performance by the Tenant of any of the
said agreements, stipulations obligations or
conditions. In the event of any deduction
being made by the Landlord from the said
deposit in accordance herewith during the
currency of this Agreement the Tenant shall
forthwith on demand by the Landlord make a
further deposit equal to the amount so
deducted and failure by the Tenant so to do
shall entitle the Landlord forthwith to
re-enter upon the Premises and to determine
this Agreement as hereinbefore provided.
Repayment of 2. Subject as aforesaid the said deposit shall
Deposit be refunded to the Tenant by the Landlord
without interest within fourteen days after
the expiration or sooner determination of
this Agreement and delivery of vacant
possession to the Landlord and after
settlement of the last outstanding claim by
the Landlord against the Tenant for any
arrears of rent rates and other charges and
for any breach non-observance or
non-performance of any of the agreements
stipulations terms and conditions herein
contained and on the part of the Tenant to be
observed or performed whichever shall be the
later.
Transfer of 3. If at any time during the term of the tenancy
Deposit hereby created, the Landlord shall sell or
otherwise assign the said premises to the new
owner ("New Owner"), the Landlord may at any
time enter into 3 party agreement with the
New Owner and the Tenant, transferring to the
New Owner the said deposit (subject to the
Landlord's right of deduction aforesaid).
Upon signing such 3 party agreement the
Landlord (which in this context shall exclude
its assigns) shall be released of its
liability and obligation under this Agreement
to refund the said deposit or any balance
thereof to the Tenant. The Tenant shall claim
for the refund of the said deposit or the
balance thereof from the New Owner only.
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X
INTERPRETATION AND MISCELLANEOUS
Marginal 1. The Marginal Notes, Headings and Index are
Notes, Headings intended for guidance only and do not form
and Index part of this Agreement nor shall any of the
provisions of this Agreement be construed or
interpreted by reference thereto or in any
way affected or limited thereby.
As-is Basis 2. The Tenant shall take over the Premises on an
"as is" basis which include any ducting or
vents currently installed for extraction of
exhaust gases, fumes and hot air from the
Premises but the Landlord gives no warranty
or representation as to the adequacy thereof
or as to their compliance with all relevant
regulations.
No Warranty 3. The Landlord does not represent or warrant
that the Premises are suitable for the user
specified in the Section I hereto or the use
or purposes for the intended user by the
Tenant and the Tenant shall satisfy itself or
shall be deemed to have satisfied itself that
they are suitable for the purpose for which
they are to be used and the Tenant hereby
agrees that it will at its own expense apply
for any requisite licences or permits from
all Government or Public Authorities in
respect of the conduct of the Tenant's
business in the Premises and shall execute
and comply with all Ordinances, Regulations,
Orders, Notices or Rules made by all
competent Government or Public Authorities in
connection with such business as aforesaid
and the Landlord gives no warranty or
representation as to compliance with all
relevant regulations in respect of the
aforesaid use AND the Tenant hereby further
agrees to indemnify the Landlord in respect
of any breach by the Tenant of this Clause.
Condonation 4. No condoning, excusing or overlooking by the
not a waiver Landlord of any default, breach or
non-observance or non-performance by the
Tenant at any time or times of any of the
agreements stipulations terms and conditions
herein contained shall operate as a waiver of
the Landlord's rights hereunder in respect of
any continuing or subsequent default, breach
or non-observance or non-performance or so as
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to defeat or affect in any way the rights
and remedies of the Landlord hereunder in
respect of any such continuing or subsequent
default or breach and no waiver by the
Landlord shall be inferred from or implied by
anything done or omitted by the Landlord,
unless expressed in writing and signed by the
Landlord. Any consent given by the Landlord
shall operate as a consent only for the
particular matter to which it relates and
shall in no way be considered as a waiver or
release of any of the provisions hereof nor
shall it be construed as dispensing with the
necessity of obtaining the specific written
consent of the Landlord in future, unless
expressly so provided.
Letting 5. During the three months immediately before
Notices and the expiration or sooner determination of the
Entry term of this Agreement the Landlord shall be
at liberty to affix and maintain without
interference upon any external part of the
Premises a notice stating that the Premises
are to be let and such other information in
connection therewith as the Landlord shall
reasonably require during the aforementioned
period of 3 months provided that such notice
will not block any window of the Premises or
part thereof.
Service of 6. Any notice required to be served on the
Notice Tenant shall be sufficiently served if
delivered to or despatched by registered post
or left at the registered office of the
Tenant. A notice sent by registered post
shall be deemed to be given at the time and
date of posting.
Gender & 7. In this Agreement if the context permits or
Plural requires words importing the singular number
shall include the plural number and vice
versa and words importing the masculine
feminine or neuter gender, shall include the
other of them.
Stamp Duty 8. The Stamp Duty and registration fee (if any)
and Costs on this Agreement and its counterpart shall
be borne by the Landlord and the Tenant in
equal shares. Each party shall pay its own
costs and disbursements for the preparation,
approval and completion of this Agreement.
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Rent-free 9. The Tenant will be entitled to a rent-free
Period period commencing on the 13th day of January
1999 and expiring on the 12th day of January
2000 but the Tenant shall remain responsible
to pay the rates, management fees and utility
charges for the Premises during such
rent-free period.
XI
OPTION TO RENEW
Notice to Renew 1. If the Tenant wishes to take a tenancy of the
Premises for a further term of 3 years from
the expiration of the Term at the rent and on
the terms and conditions hereinafter
mentioned and shall not less than 6 months
before the expiration of the Term give to the
Landlord notice in writing of such its desire
and if it shall have paid the rent hereby
reserved and shall have reasonably performed
and observed all the terms and conditions
herein contained and on its part to be
performed and observed up to the expiration
of the Term then the Landlord will let the
Premises to the Tenant for a further term of
3 years from the 13th January 2002 at the
then current market rent such rent to be
determined in manner hereinafter provided and
subject in all other respects to the same
stipulations as are herein contained except
this clause for renewal and any rent-free
period allowed to the Tenant.
New Rent 2. The rent payable for the said further term
(the "new rent") shall be notified by the
Landlord to the Tenant and shall be agreed
between the parties hereto not less than two
months immediately prior to the expiration of
the Term Provided that in the event of a
failure by the parties hereto to agree on the
new rent the same shall be determined by an
independent professional valuer or firm of
professional valuers (the "valuer") to be
appointed jointly by the parties hereto in
writing or in the absence of agreement on the
identity of the valuer not less than one
month prior to the expiration of the Term the
valuer shall be appointed (on the application
of either party) by the President for the
time being of the Hong
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Kong Institute of Surveyors. The valuer shall
act as an expert and not as an arbitrator and
the valuer's decision shall be conclusive and
binding on the parties hereto.
Market Rent 3. In determining the current market rent for
the Premises the valuer shall:
(a) make the following assumptions:
(i) that no work has been carried out
on the Premises by the Tenant its
subtenants or their predecessors in
title during the Term which has
diminished the rental value of the
Premises
(ii) that the agreements contained in
this Agreement on the part of the
Tenant have been fully performed
and observed
(iii) that the Premises are available to
let by a willing landlord to a
willing tenant by one Agreement
without a premium being paid by
either party and with vacant
possession
(iv) that the Premises are ready for and
fitted out and equipped for
immediate occupation and use for
the purpose or purposes required by
the willing tenant referred to in
paragraph (iii) and that all the
services required for such
occupation and use are connected to
the Premises
(v) that the Agreement referred to in
paragraph (iii) contains the same
terms as this Agreement except the
amount of the rent and any rent
free period allowed to the Tenant
for fitting out the Premises for
its occupation and use at the
commencement of the Term
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(b) and shall disregard the following
matters:
(i) any effect on rent of the fact that
the Tenant or its predecessors in
title have been in occupation of
the Premises
(ii) any goodwill attributable to the
Tenant's business
(iii) any increase in rental value of the
Premises attributable to the
existence at the expiration of the
Term of any improvement to the
Premises carried out by the Tenant
with consent where required
otherwise than in pursuance of an
obligation to the Landlord or its
predecessors in title
Before 4. Until the new rent shall have been determined
determination in accordance with Clause 2 above, the Tenant
of new rent shall pay to the Landlord on account of the
new rent the existing monthly rent for the
Premises and within twenty-one days of such
determination the Tenant shall pay to the
Landlord any shortfall between the new rent
and the payments made by the Tenant on
account.
Costs 5. The cost and expenses of the valuer shall be
borne by the parties hereto in equal shares.
THE SCHEDULE ABOVE REFERRED TO
PART I
LANDLORD: Splendour Chief Development Limited whose registered office is
situate at Workshop 1 on 1st Floor, Xxx Xxxx Industrial Building,
Xx.00, Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx.
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TENANT: Workable Company Limited whose registered office is situate at
Workshop 1 on 1st Floor, Xxx Xxxx Industrial Building, Xx.00, Xxx
Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx.
PART II
PREMISES: All Those Workshops 1 & 2 on 17th Floor, Workshops 1 & 2 on 14th
Floor, Workshop 1 on 2nd Floor & The Flat Roof Thereof and Private
Car Park No. 18 on Upper Ground Floor, Xxx Xxxx Industrial
Building ("the Building"), Xx.00, Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx
Xxxx.
PART III
TERM: Three years commencing on 13th January 1999 and expiring on 12th
January 2002.
PART IV
PARTICULARS OF RENT
The rent for the Term shall be HONG KONG DOLLARS ONE HUNDRED SIXTY SEVEN
THOUSAND (HK$167,000.00) per calendar month payable in advance on the first day
of each calendar month and exclusive of rates and management fee.
PART V
MANAGEMENT FEE: HONG KONG DOLLARS FIFTEEN THOUSAND FIVE HUNDRED AND SIXTY
FOUR (HK$15,564.00) per calendar month payable monthly in
advance on the 1st day of each calendar month and subject
to revision by the Landlord or the Manager of the Building
from time to time.
PART VI
DEPOSIT : HONG KONG DOLLARS FIVE HUNDRED AND ONE THOUSAND
(HK$501,000.00).
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AS WITNESS the hands of the parties hereto the day and year first above
written.
SIGNED by )
)
for and on behalf of the )
Landlord in the presence )
of :- )
SIGNED by )
)
for and on behalf of the )
Tenant in the presence )
of :- )
RECEIVED on or before the day )
and year first above written of and )
from the Tenant the above mentioned )
deposit of HONG KONG DOLLARS FIVE )
HUNDRED AND ONE THOUSAND ONLY )HK$501,000.00
)=============
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