EXHIBIT 10.18
(TRANSLATION)
COMMERCIAL LEASE AGREEMENT
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By the present private deed dated ________ ____, the Landlord I.C.I.M.
S.p.A.-Immobili Commerciali Industriali Xxxxxxxxx - , with registered office in
Trezzano sul Naviglio, Viale Xxxxxxxx xx Xxxxx 143, Fiscal Code and V.A.T. Code
n. 0279885058, herein represented by Xx. Xxxxx Xxxxx as President and legal
representative, leases to the Tenant Viking Office Products, Inc., with
Registered Office in 00000 Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
U.S.A., represented by its Vice-President Logistic Xx. Xxxxxx Xxxxxxx Xxxxxxxx,
who accepts, the real estate located in Siziano (PV), Via Lombardia n. 1,
registered with the Building Cadastral Register of Pavia at entry 684, section
A, sheet 3, map\zone 113, outlined in red in the plan attached hereto (annex
"A"), consisting of an industrial shed of 4,800 sq.m., with offices of 280
sq.m. and technical rooms of 130 sq.m., and external roofed surface for loading
of 200 sq.m., at the following conditions:
1. The lease shall have the duration of 6 (six) years, from January 15, 1997
until January 14, 2003, and shall be tacitly renewed by another period of 6
(six) years, unless notice is given by one of the parties by registered letter
R.R.R., delivered to the post at least 12 months prior the contract's expiration
date.
2. The rent is agreed in L. 400,000,000 (four hundred million) plus V.A.T., to
be paid in advance to the Landlord's domicile in quarterly installments of L.
100,000,000 (one hundred million) plus V.A.T. each, with expiration dates on
_______________. As guarantee of the fulfillment of the contractual obligations,
the Tenant releases to the Landlord a security deposit in the amount equivalent
to one quarter rent, by means of a bank or of an insurance guarantee.
3. Pursuant to Article 32 of Law 392/78, the parties expressly agree that the
rent will be adjusted each year, beginning as from the third year of the lease,
on demand of the Landlord, in the amount of 75% of the variations, ascertained
by ISTAT, of the index price consumers' for families of workers and employees.
4. The Tenant shall not be able to delay, for any reason, the payment of the
rent and shall not be able to submit exceptions or wage actions, unless after
the payment of the expired installments.
5. The premises are granted for the sole use of warehouse, storehouse and
connected activities, subletting or partial assignment prohibited except for
affiliate or controlled companies; change of destination of use is also
prohibited. As established in Articles 34, 35 and 36 of Law 392/78, the Tenant
declares that the property shall be used for activities that do not entail
direct contacts with the public of users or consumers.
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6. Pursuant to article 27, 8 degrees para. of Law 392/78 (withdrawal of Tenant
for serious reasons), it is declared that reason for withdrawal may be the
refusal of the authorizations or grants required by the Laws in force concerning
the performance the Tenant's activities. Moreover, the Landlord grants to the
Tenant the right to withdraw in advance from the present contract and without
disbursement beyond payment of the rent until the effective date of withdrawal,
as from the end of the third year of lease, by prior written notice given by
registered letter, to be sent to the Landlord at least 6 (six) months before
expiration (article 27, comma 7 degrees, of Law 392/78).
7. The Landlord declares that the real estate is fully in accordance with
building and urban rules.
8. The Tenant declares to have examined the rented properties and to have found
them suitable for its use, in good state of maintenance and free from any
defects that might anyhow affect the health of the people working there, and
undertakes to return the properties in the same conditions at the expiration of
the contract, except for deterioration due to normal wear and tear.
Simultaneously with the redelivery of the property, minutes shall be drawn up by
the parties, to be used in determining the amount the damages if any caused by
the Tenant. Any modification and/or innovation may made by the Tenant only with
the prior approval of the Landlord. The Tenant is liable, pursuant to article
1609 Civil Code, for the cost of reparations of
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ordinary maintenance, and expressely for those concerning the water, gas, light
and sanitary installations, locks and keys, hinges of fixtures, wall surfaces,
ceiling and fixtures, flooring and wall tiles. If Tenant does not attend to
them, the Landlord will perform them, charging the cost to the Tenant.
9. The Landlord undertakes to restore the at its own care and expenses
asphalt's coating of the internal road system of the property, with black
streets with a minimum width of 2,50 m., and to set-up a parking space with
adequately paving in the south end of the real estate for the maximum exthension
permitted by the Public Administration., in compliance with applicable laws.
10. The Tenant expressly exempts the Landlord from any liability for direct or
indirect damages deriving from actions or omissions of other tenants or third
parties.
11. The Landlord is exempted from any responsibility in case of interruption of
services for reasons beyond his will.
12. The Landlord shall have the right to inspect or cause others to inspect the
leased premises, by prior appointment with the Tenant, during working days and
working hours.
13. The breach by the Tenant of one of the provisions of this agreement and, in
particular, the failure or delay in paying of the monthly rents, shall result in
the termination of the agreement.
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14. The sum eventually deposited by Tenant as a security for damages and
set-aside pursuant with the current Laws, shall be returned following the
regular redelivery of the properties and cannot ever be set-off against the
rent. On demand of one of the parties, the deposit shall be adjusted to the
variations of the rent.
15. The Tenant undertakes to buy a fire insurance policy with a primary
company, with the following guarantees and clauses:
a) property for a maximum of ITL. 4,500,000,000 (four billion five hundred
million)
b) recourse of neighbours ITL. 1,000,000,000 (one billion);
c) guaranteed extended coverage complete;
d) waiver of any recourse against Landlord.
16. The costs for the registration of the present contract and the stamp duty
are charged to the Landlord and the Tenant in equal parts. The registration of
the agreement will be made at the care of the Landlord. The expenses for the
consumption of drinkable water and of the water of the firefighting plant will
be shared at 50% (fifty percent) with the Tenant of the adjoining building owned
by I.C.I.M., with whom the relatives meters are in common. The care and expenses
concerning the heating and conditioning services, the supply of electric power,
the tax for garbage collection, the purging of cesspools and latrines, the
maintenance of the internal asphalt and green areas, rest wholly on the Lessee.
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17. The clauses of the present agreement are valid and binding between the
parties unless derogated or modified by special Laws on leasing, insofar as
applicable, or by written agreement between the parties.
18. In regard of any disputes concerning this agreement, the parties elect their
respective domiciles as follows:
the Landlord: at the above address
the Tenant: at the above address
Judge of venue is that where the real estate is located.
The Landlord The Tenant
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