SUPPLY CHAIN SERVICES, INC.
EXHIBIT 10-C
TENANCY AGREEMENT
DATED the 26th day of July, 2001
CHINASOUND LIMITED
and
SUPPLY CHAIN SERVICES LIMITED
----------------
T E N A N C Y A G R E E M E N T
relating to 5th Floor on Guangdong Textile Centre,
Nos. 22, 24 and 00, Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx.
----------------
X. X. XXX, XXXXXX XXXX & CO.,
Solicitors & Notaries,
202, Xxxx Xxxxx, Xxxxxxxxx Xxxxxx,
00 Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxx Xxxx
Ref: S/S/TEN:C4694/01
Doc: PARTICULARS-GUANGDONG8
PARTICULARS
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COLUMN 1 COLUMN 2
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Date of Agreement The 26th day of July , 2001
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Landlord CHINASOUND LIMITED ( ) whose
registered office is situate at 17th Floor,
Guangdong Textile Centre, Nos. 22, 24 and 00,
Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx.
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Tenant SUPPLY CHAIN SERVICES LIMITED whose registered
office is situate at 31 New Xxxxx House, 00
Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx
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Property 8th Floor on Guangdong Textile Centre, 22,
24 and 00, Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx.
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Term From 7th May 2001 to 5th December 2002
(both days inclusive)
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Commencement Date The 6th day of December 2000
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Rent Hong Kong Dollars Twenty Two Thousand
Seven Hundred
And Fifty Only (HK$22,750.00) per month.
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Management Charges Hong Kong Dollars Nine Thousand Five
Hundred And
Fifty Five Only (HK$9,555.00) per month,
which is
subject to revision at the absolute
discretion of the Landlord.
------------------------------------------------------------------------
Deposit Hong Kong Dollars Ninety Six Thousand
Nine Hundred
And Fifteen Only (HK$96,915.00) as to
HK$68,250.00
being rental deposit and HK$28,665.00
being management charges deposit.
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Permitted Use For business purpose only
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Rent Free Period From 7th May 2001 to 21st May 2001
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Bulky Deliveries Monday to Friday
(inclusive): From 8:30 am to 5:00 pm
Saturday: From 9:00 am to 1:00 pm
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Air-conditioning Monday to Friday
Operating Hours (inclusive): From 8:30 am to 6:00 pm
Saturday: From 8:30 am to 1:30 pm
------------------------------------------------------------------------
THIS AGREEMENT is made on the date stated as the Date of
Agreement in the Particulars BETWEEN (1) the Landlord and (2) the Tenant
WHEREBY IT IS AGREED as follows:-
DEFINITIONS 1. (1) In this Agreement the following expressions have
the following meanings:
(a) expressions in Column 1 of the preceding table
hereof have the meanings assigned to them by
Column 2 thereof;
(b) the Landlord includes its successors in title.
(2) Where the Tenant is more than one person their
obligations shall be joint and several.
(3) Unless the context otherwise requires, words,
herein importing the masculine feminine or
neuter gender
shall include the others of them and
words herein in
the singular shall include the plural
and vice versa.
(4) The marginal notes are intended for
guidance only
and do not form part of this Agreement
nor shall any
of the provisions in this Agreement be
construed or
interpreted by reference thereto or be
in any way
affected or limited thereby.
(5) Any reference to any Ordinance includes
a reference
to that Ordinance as amended or replaced
from time
to time and to subordinate legislation
or bye-law
made thereunder.
(6) The Particulars mentioned hereinbefore
shall form
part of this Agreement.
LETTING TERM 2. The Landlord shall let and the Tenant shall take ALL
AND RENT the Property on an "as is basis" for the Term
from the Commencement Date paying therefor during the
Term the Rent (exclusive of rates) and the Air-
conditioning and Management Charges. The Rent and
Air-conditioning and Management
Charges for the period between 22nd May 2001
and 31st May 2001 shall be paid on the signing hereof;
thereafter the Rent and Air-conditioning shall be
payable in advance on the 1st day of each
calendar month free of any deductions whatsoever.
TENANT'S 3. The Tenant agrees with the Landlord as follows:-
OBLIGATIONS
TO PAY RENT, (1) To pay the Rent and Air-conditioning and Management
AIR-CONDITIONING Charges as aforesaid without any set off or
deduction whatsoever.
TO PAY RATES (2) To pay and discharge all rates, taxes, assessments,
AND OUTGOINGS duties, charges, impositions and outgoings
whatsoever of an annual or recurring nature to be
charged or imposed in respect of the Property or
upon the Landlord or occupier in respect thereof
(Government rent and Property Tax only excepted).
(3) To pay and discharge all charges for water,
electricity, gas, telephone and other services,
whatsoever to be charged or imposed in respect of
the Property and to pay all necessary deposits
(if any) for the meters therefor.
TO MAINTAIN (4) At the Tenant's expense to keep all the interior of
PROPERTY IN the Property including the flooring and interior
REPAIR plaster or other finishes or rendering to walls,
floors and ceilings and the Landlord's fixtures
therein including all doors, windows, plumbing and
sanitary apparatus, electrical installations and
wiring in good, clean tenantable repair and
condition and properly preserved and painted
(reasonable wear and tear excepted) and so 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 Term in
like condition except as aforesaid.
TO BE RESPONSIBLE (5) To be wholly responsible for any loss, damage or
FOR INTERIOR injury caused to any person whomsoever directly or
DEFECTS indirectly through the defective or damaged
condition of any pan of or any installation in the
Property caused by any act or default of the Tenant
and to make good the same by payment or otherwise
and to indemnify the Landlord against all actions,
proceedings, claims, and demands made upon the
Landlord in respect of any such loss, damage or
injury and all costs and expenses incidental
thereto.
TO REPLACE GLASS (6) To replace at the Tenant's own expense any glass in
any doors or windows of the Property that may
become broken, from whatever cause, during the
tenancy.
TO ALLOW ACCESS (7) To permit the Landlord and all persons authorised
TO LANDLORD by the Landlord upon notice and at all reasonable
times except in cases of emergency to enter
(or in cases of
emergency or where the Landlord does not
receive any
response from the Tenant within seven
days of the
service of such notice to break and
enter) the
Property to:-
(a) ascertain whether the Tenant's
obligations under
and the conditions of this Agreement
have been observed and performed,
(b) view (and to open up floors and
ceiling where the
same is required in order to view)
the state of
repair and condition of the
Property,
(c) take schedules or inventories of
fixtures and
fittings and other items in the
Property,
(d) carry out work or do anything
whatsoever comprised within the Landlord's
obligations in this Agreement Provided that any
such opening-up shall be made good by and at the
cost of the Landlord where the same reveals no
breaches of the terms or conditions hereof.
TO EXECUTE (8) Forthwith to comply with any notice given by the
REPAIRS Landlord specifying any works or repairs which the
ON NOTICE Tenant has failed to execute in breach of the
terms hereof Provided that if within fourteen
days of The
service of such a notice the Tenant
shall not have
commenced and be proceeding diligently
with the execution of the works or repairs
specified or shall fail to complete within one
month (or any other reasonable period stipulated
by the Landlord), then to permit the Landlord
to enter the Property to
execute such works or repairs, and to
pay to the
Landlord upon demand the cost of so
doing and all
expenses (including any professional
fees) incurred
by the Landlord.
NOT TO INJURE (9) Not to cut maim or injure or permit or suffer to
PROPERTY be cut maimed or injured any doors,
windows, walls,
beams, structural members or any part
of the fabric
of the Property nor any of the plumbing
or sanitary
apparatus or installations included
therein, nor to
overload the floors, ceilings or walls
of the
Property.
NOT TO ASSIGN (10) Not to assign underlet or otherwise, part with
the possession of the Property or any part
thereof in
any way whether by way of subletting
lending sharing
or other means whereby any person or
persons not a
party to this Agreement obtains the use
or
possession of the Property 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 Property (whether for monetary
consideration or
not) this Agreement shall absolutely
determine and
the Tenant shall forthwith vacate the
Property on
notice to that effect from the
Landlord, This
tenancy shall be personal to the Tenant
itself 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 Sub-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) the taking up of the
tenancy upon
the death, insanity or other
disability of that
individual by the executors
administrators
personal representatives next-of-
kin trustees or
committee of any such individual,
or the
admission of a new partner or
partners.
(c) In the case of a tenant which is a
corporation
any take-over by other company or
persons,
amalgamation, merger,
reconstruction or liquidation of
the Tenant
itself.
(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 same.
(e) The change of the Tenant's business
name or
nature of business without the
previous written
consent of the Landlord which
consent shall not
be unreasonably withheld.
NOT TO PRODUCE (11) Not to produce or permit or suffer to be produced
NOTICE any music, noise (including sound
produced by
broadcasting or any apparatus or
equipment capable
of producing reproducing receiving or
recording
sound) so as to be a nuisance or
annoyance to the
Landlord or to occupiers of other
premises or in the
neighbourhood or in anywise against the
laws or
regulations of Hong Kong.
NOT TO CAUSE (12) Not to do or permit or suffer to be done any act
NUISANCE or thing, which may be or become a
nuisance or
annoyance to the Landlord or to the
tenants or
occupiers of other premises in the
neighbourhood.
INDEMNITY (13) To indemnify the Landlord against all actions
costs claims and demands made upon or against
the Landlord
in respect of damage to the person or
property of
any person caused by or through or
arising out of
any breach, non-observance, non-
performance and
non-compliance by the Tenant of any of
the terms,
conditions and covenants subject to and
under which
the Property is held.
NOT TO STORE (14) Not to keep or store or permit or suffer to be
DANGEROUS GOODS kept or stored on or in the Property any
arms ammunition
gunpowder saltpetre kerosene or other
explosive or
combustible or hazardous goods or
substance.
USER (15) Not to use or permit or suffer to be used the
Property for any purpose other than the
Permitted use.
PROHIBITED USES (16) Not to use or permit or suffer the Property to be
used for any illegal or immoral purpose.
VITIATING (17) Not to do or permit or suffer to be clone in the
INSURANCE Property anything which may avoid any
policy or
policies of insurance in respect of the
Property or
increase any premium payable for the
same and to
indemnify the Landlord against all loss
and damage
suffered in consequence of any breach
of this
sub-clause and to pay to the Landlord
any increase
in the insurance premium attributable
to the Property by a breach of this sub-
clause such
payment of increased premium to be made
by the
Tenant on demand and recoverable as
rent in arrear.
INSURANCE (18) (a) To effect and maintain during the currency of
this tenancy insurance cover in
respect of the
following and on terms set out
hereunder :-
(i) Third Party In respect of
third party
liability of the landlord and
liability
for loss injury or damage to
any person or
property whatsoever caused
through or by
any act default or neglect of
the Tenant
which might give rise to a
claim for
indemnity pursuant to Clause
3(13) hereof;
(ii) Any glass in the windows
doors and
partition now or hereafter on
or in the
Property for its full
replacement value;
(iii) Water Damage
Against damage to stock
fixtures and
fittings for the full
insurable value
occurring in respect of the
use or misuse
of the fire sprinkler system
installed
within the Property or the
incursion or
water therein; and
(iv) Tenant's Fittings
The Tenant's fittings and
equipment within
the Property against fire and
extraneous
perils for their full
replacement value.
(b) The policy or policies of such
insurance shall
be effected with an insurance
company duly
registered with the Insurance
Authority under
the Insurance Companies Ordinance,
Chapter 41 of
the Laws of Hong Kong subject to
the prior
approval of the Landlord which
approval shall
not be unreasonably withheld and
further
endorsed to show the Landlord as
joint insured
and the said policy or policies of
insurance
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. The Tenant hereby
further
undertakes to produce to the
Landlord as and
when required by the Landlord such
policy or
policies 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 and to cause
all monies
received by virtue of any such
insurance to be
forthwith paid to the Landlord and
that if the
Tenant shall at any time fail to
keep the
Property insured as aforesaid the
Landlord may
do all things necessary to effect
and maintain
such insurance and any monies spent
by the
Landlord for that purpose shall be
repayable by
the Tenant on demand and be
recoverable by the
Tenant on demand and be recoverable
forthwith by
the Landlord by action.
NOT TO OBSTRUCT (19) Not to encumber or obstruct or permit to be
COMMON AREAS encumbered or obstructed with any boxes, dustbins,
merchandise, goods, machines, articles,
packaging or
obstruction of any kind or nature any
of the
entrances, lifts, staircases, landings
and passages,
lobbies or other parts of the Building
or in any
place which is not hereby exclusively
let to the
Tenant.
TO OBSERVE (20) Not to do or suffer any act which shall amount to
OTHER DEEDS a breach or non-performance or non-
observance of any
negative or restrictive covenant
contained in the
Crown Lease or Conditions under which
the ground
upon which the Building is erected is
held from the
Crown or of any covenant term or
condition contained
in the Deed of Mutual Covenant and the
Management
Agreement (if any) and the House Rules
(if any) in
respect of the Building.
TO PAY COST OF (21) To pay to the Landlord on demand all costs
CLEARING DRAINS incurred by the Landlord in cleansing or
clearing any of the
drains, pipes or sanitary or plumbing
apparatus
choked or stopped up owing to the
careless or
improper use or neglect by the Tenant
or any
employee, agent or license of the
Tenant.
TO PROTECT (22) To take all reasonable precautions to protect the
PROPERTY Property against damage by storm or
typhoon or the like.
TO PERMIT VIEWING (23) To permit upon reasonable notice at any time
during
the last three months of the Term
(howsoever determined) the Landlord and all
persons authorised
by the Landlord including prospective
purchasers and
tenants to view the Property without
interruption.
TO PAY LANDLORD'S (24) To pay all costs, charges and expenses (including
COSTS any professional fees) incurred by the
Landlord in relation or incidental to:-
(a) any application by the Tenant for
any licence or
consent under this Agreement
(whether or not the
same be granted or refused or
proffered subject
to any condition), and
(b) the recovery or attempted recovery
of arrears of
rent or other sums due from the
Tenant.
NOT TO ALTER (25) Not to make or cause to make or connive at any
alterations structural to the Property
and not to
put up any partition or other erection or
installation or electrical circuit on
any pan of
the Property without the consent in
writing of the
Landlord. In the Landlord shall give
consent to such
alteration, partition or erection it
shall in any
event be subject to:-
(a) the condition that the Tenant shall
not cause
any damage to the Property or any
part thereof
in addition to such other
conditions as the
Landlord shall think fit to impose; and
(b) also the condition that the prior
approval or
consent is obtained from the
Building Authority,
Fire Services Department, Labour
Department or
any other relevant authority for
such alteration
or partition.
NOT TO USE AS (26) Not to use or allow to be used the Property or any
DOMESTIC part thereof to prepare any food or as sleeping
PREMISES quarters or as domestic premises and
not to allow
any person to remain in the Property
overnight
except the Tenant's night watchman.
NOT TO EXHIBIT (27) (a) Not to exhibit or display any signboard,
OR DISPLAY name-plate, advertisement, or other device
SIGNBOARD whether illuminated or not which
shall cause
nuisance to other person or trespass
upon other people's property on or in the
Property.
(b) Subject to sub-clause (c)
hereinafter following
not to put up any signboard other
than that of a
suitable sign showing the Tenant's
trading name
and business.
(c) Not to affix or put up or display
any signboard,
sign, decorations or other thing
whatsoever
outside the Property or any door
wall pier or
window except with the approval of
the Landlord.
The Landlord shall have absolute
discretion in
granting or refusing such approval
and any
approval to be granted shall be
subject to such
conditions as the Landlord may
think fit. The
Tenant shall upon demand of the
Landlord remove
any signboard, sign or decoration
approved to be
put up upon the termination of this
tenancy
agreement. The landlord may remove
any such
signboard, sign or decoration if
the Tenant
refuses so to do, in which event,
the Tenant
shall indemnify the Landlord all
loss and
expenses thus incurred. The Tenant
shall pay the
Landlord immediately
upon demand the reasonable costs
incurred by the
Landlord in affixing repairing or
replacing as
necessary the Tenant's name in
lettering or
characters upon the appropriate
directory boards
in or on the Building. The Landlord
shall have
the right to remove at the cost and
expense of
the Tenant any signboard, sign,
decoration or
thing which shall be affixed put up
or displayed
without the prior approval of the
Landlord.
TO YIELD UP (28) At the expiration or sooner determination of this
Agreement to deliver up to the Landlord
vacant
possession of the Property in its
original state and
in good and tenantable state of repair
and condition
(fair wear and tear excepted) and all
the keys of
the Property together with any
additional fixtures,
fittings, erections alterations or
improvements
which the Tenant may with the consent
of the
Landlord as aforesaid have made upon or
in the
Property without payment of any
compensation for
such additional erections alterations
or improvements Provided Always that the
Landlord may
at the expiration or sooner
determination of this
Agreement on giving reasonable notice
require the
Tenant to remove such additional
fixtures, fittings,
erections, alterations or improvements
at the cost
and expense of the Tenant.
TO COMPLY WITH (29) At the Tenant's expense to comply in all respects
LAWS with the provisions and requirements of
the
Buildings Ordinance, Chapter 123 and
the Town
Planning Ordinance, Chapter 31 or any
statutory
modification or re-enactment thereof
for the time
being in force and any regulations or
orders made
thereunder relating to the use or
occupation by the
Tenant hereunder and to indemnify (as
well after the
expiration of the Term by effluxion of
time or
otherwise as during its continuance)
and to keep the
Landlord indemnified against all
liability
whatsoever including costs and expenses
in respect
of any contravention thereof.
NOT TO OBSTRUCT (30) Not to block up darken or obstruct or obscure any
LIGHT windows or lights belonging to the
Property without
having obtained the express written
consent of the
Landlord which consent may be given
subject to such
conditions as the Landlord may in its
absolute
discretion impose.
DELIVERY OF (31) Not to take delivery of furniture equipment
FURNITURE ETC fittings or bulky items in and out of the
Building during the
hours specified in the PARTICULARS
hereto and under
no circumstances to use passenger lifts
for goods
delivery purposes at any time.
EXCLUSION OF (32) Not to hold the Landlord liable in any way to the
LANDLORD'S Tenant or to any person whomsoever in respect of
LIABILITY any injury damage or loss of business or
other liability
whatsoever which may be suffered by the
Tenant or by
any other person or any property
howsoever caused
and in particular, but without
limitation, caused by
or through or in any way owing to:-
(a) any interruption of any of the
services herein
mentioned by reason of the
demolition or
rebuilding or refurbishing of the
Building or
any part thereof the necessary
repair or
maintenance of any installations or
apparatus or
damage thereto or destruction
thereof by fire
water act of God or other cause
beyond the
Landlord's control or by reasons of
mechanical
electrical or other defect or
breakdown or other
inclement conditions or unavoidable
shortage of
fuel materials water or labour or
any cause
whatsoever beyond the Landlord's
control, or
(b) the act neglect or default of the
Tenants and
occupiers of any other parts of the
Building and
their employees agents licensees
and invitees,
(c) any defect in the supply of
electricity or from
any surge reduction variation
interruption or
termination in the supply of
electrical power,
or
(d) any typhoon landslide subsidence of
the ground
escape of fire leakage or water or
electric
current from the water pipes or
electric wiring
cables or ducts situate in upon or
in any way
connected with the Building or any
part thereof
or dropping or falling of any
article object or
material whatsoever including
cigarette ends,
glass or tiles, the escape of
water, fire or
electricity or vibrations from any
floor office
or premises forming part of the
Building or in
the neighbourhood.
(e) the defective or damaged condition
of the
Premises (save and except inherent
structural
defects) or the Landlord's fixtures
therein or
any part thereof.
LANDLORD'S 4. The Landlord hereby agrees with the Tenants as
OBLIGATIONS TO follows:
PAY GOVERNMENT
(1) To pay the Government rent and Property Tax
RENT QUIET attributable to or payable in respect of the
ENJOYMENT Property.
(2) That the Tenant paying the Rent as
aforesaid and
observing and performing the agreements
stipulations
terms and conditions herein contained
and on the
Tenant's part to be observed and
performed shall
peaceably hold and enjoy the Property
during the
Term without any interruption by the
Landlord or any
person lawfully claiming under or in
trust for the
Landlord.
TO REPAIR (3) To maintain and keep the main structure of the
EXTERIOR Property and every part of such main structure
in proper and tenantable repair and
condition (except
the doors and windows) PROVIDED that:-
(a) The Landlord's liability hereunder
shall not be
deemed to have arisen unless and
until written
notice of any want of repair of the
same shall
have been previously given by the
Tenant to the
Landlord and the Landlord shall
have failed to
take steps to repair the same AFTER
the lapse of
a reasonable time.
(b) Notwithstanding anything to the
contrary as
contained in this clause it shall
be the
responsibility and liability of the
Tenant to
repair and make good at its own
expense all
defects, want of repair and damages
caused by
the act default neglect or omission
of the
Tenant and all persons authorized
or permitted
by the Tenant to use the Property.
(c) The Landlord shall not be required
to repaint or
whitewash any external part of the
Property
unless required to do so by any
Government
Authorities or under the Deed of
Mutual Covenant
relating to the Property.
TO REPAIR ROOF (4) To amend and repair such defects (not attributable
ETC to the act of the Tenant or its invitees licensees
servants or agents) to the roof main electricity
supply cables main drains and water
pipes main walls
and exterior window frames of the
Building and the
lifts and central air-cooling and
heating plant
therein as the Landlord shall discover
or as the
Tenant or other authorized person or
Authority shall
by notice in writing bring to the
attention of
the Landlord and to maintain the same
in a
proper state of repair and condition at
the cost of
the Landlord PROVIDED that the Landlord
shall be
entitled to be given a reasonable
period of time
within which to view any such defects
and to amend
and repair the same and PROVIDED
further that the
Landlord shall be liable neither to pay
compensation
to the Tenant in respect of any period
during which
due to circumstances beyond the control
of the
Landlord the proper operation of the
said lifts
central air-cooling and heating plant
or any of them
shall be interrupted as the result of
mechanical
failure or need for repair or overhaul
nor to grant,
any abatement of rent or service change
in respect
of such interruption.
TO SUPPLY (5) Subject to Clauses 3(32) and 4(4) hereof to
AIR-CONDITIONING provide and maintain for the Premises a central
air-conditioning service during the hours
and on the days specified in the PARTICULARS
hereto PROVIDED that the electric power for
any fan-coil
air-cooling and circulating units
installed within
or exclusively for the use of the
Premises shall be
connected to the Tenant's electricity
supply meter
and the Tenant shall pay direct to the
supply
authority or undertaker for the
electric power
consumed thereby and provided further
that the
Tenant shall permit the Landlord and
its servants
accredited agents or contractors access
to the
Premises at all reasonable times after
due prior
notice for the purpose of carrying out
necessary
maintenance repair or replacement of
any air-conditioning plant and equipment
installed within
the Premises by the Landlord.
OTHER 5. IT IS HEREBY EXPRESSLY AGREED as follows:-
STIPULATIONS
RE-ENTRY ON (1) If at any time during the Term:
DEFAULT
(a) the rent hereby agreed to be paid
or any part
thereof shall be unpaid for
fourteen days after
the same shall become payable
(whether legally
or formally demanded or not), or
(b) the Tenant shall fail or neglect to
observe or
perform any of the agreements,
stipulations
terms and conditions herein
contained and on the
Tenant's part to be observed and
performed, or
(c) the Tenant (being an individual)
shall become
bankrupt or (being a corporation)
shall go into
liquidation whether compulsory or
voluntary
(save the voluntary liquidation of
a solvent
company for the purposes of
amalgamation or
reconstruction) or otherwise become
insolvent or
make any composition or arrangement
with
creditors or shall suffer any
execution to be
levied on the Property or otherwise
on the
Tenant's goods, then and in any
such case it
will be so, will for the Landlord
at any time
thereafter to re-enter the Property
or any part
thereof in the name of the whole
whereupon this
tenancy shall absolutely case and
determine but
without prejudice to any right of
action of the
Landlord in respect of any
outstanding breach or
non-observance or non-performance
of any of the
agreements, stipulations, terms and
conditions
herein contained and on the
Tenant's part to be
observed and performed to the
Landlord's right
to deduct all loss damage and
proper expense
thereby incurred from the Deposit
paid by the
Tenant in accordance with clause 7
hereto.
INTEREST ON (2) If the Rent or any other sum payable by the Tenant
ARREARS to the Landlord under this Agreement shall not be
paid after becoming due the same shall be payable
with interest thereon at the
rate per annum of 2% above the prime
for me time
being from the date when it was due to
the date on
which it is actually paid.
NOTICE OF RE- (3) A written notice served by the Landlord on the
ENTRY Tenant in manner hereinafter mentioned
to the effect
that the Landlord thereby exercises the
power of
re-entry herein contained shall be a
full and
sufficient exercise of such power
without actual
physical entry on the part of the
Landlord.
NON-WAIVER (4) Acceptance of rent by the Landlord or any act
omission or acquiescence on the pan of
the Landlord
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 of the agreements
stipulations terms
and conditions herein contained and on
the Tenant's
part to be observed and performed.
LANDLORD NOT (5) (a) The Landlord shall not be under any liability
LIABLE FOR whatsoever to the Tenant or any member of the
DAMAGE Tenant's family or any servant,
licensee, agent,
visitor, guest, customer, or
invitee of the
Tenant's, or any person claiming
any right title
or interest under the Tenant:-
(i) for the payment of any claim
for
compensation arising out of
the operation
of this Agreement or any
provision hereof;
or
(ii) for any damage or injury
which may be
sustained by the Tenant or by
any such
person or persons as
aforesaid on account
of the defective or damaged
condition of
the Property or the
Landlord's fixtures
therein or any lift or any
pan thereof and
in particular the Landlord
shall not be
responsible to the Tenant or
any person or
persons as aforesaid for any
damage caused
by or through or in anywise
owing to any
typhoon leakage of water or
electric
current from the water pipes
or electric
wiring or cable situated upon
or in anyway
connected with the Property
unless such
damage shall result from the
breach by the
Landlord of one or more
obligations hereby
imposed after notice
requiring compliance
shall have been given and
there shall not
have been compliance within a
reasonable
time.
(b) For the security or safekeeping of
the Property
or nearly therein and in particular
but without
prejudice to the generality of the
foregoing the
provision by the Landlord of
watchmen and
caretakers or any mechanical or
electrical
systems of alarm of whatsoever
nature if any
shall not create any obligation on
the part of
the Landlord as to the security of
the Property
or any contents therein and the
responsibility
for the safety of the Property or
any contents
therein shall at all times rest
with the Tenant.
ACTS OF TENANT'S (6) For the purposes of this Agreement any act,
AGENTS default neglect or omission of any guest,
visitor, servant,
agent, licensee or invitee of the
Tenant shall be
deemed to be the act, default, neglect
or omission
of the Tenant.
ARREARS (7) The rent and air-conditioning and management
charges payable in respect of the Property
shall be and be
deemed to be in arrear if not paid in
advance at the
times and in manner herein provided for
payment
thereof.
NOTICES FOR (8) During the three months immediately preceding the
RE-LETTING expiration of the Term (or sooner if the rent or
any part thereof shall be in arrear and
unpaid for
upwards of one calendar month) the
Landlord shall be
at liberty to enter the Property and
affix and
maintain without interference upon any
external part
of the Property a notice stating that
the Property
is to be let or sold and such other
information in
connection therewith as the Landlord
shall reasonably require.
SERVICE OF (9) Any notice required to be served hereunder shall,
NOTICES if to be served on the Tenant, be
sufficiently served
if addressed to the Tenant and sent by
prepaid post
to or delivered at the Property or the
Tenant's last
known place of business or residence in
Hong Kong
and, if to be served on the Landlord
shall be
sufficiently served if addressed to the
Landlord and
sent by prepaid post to or delivered at
the
Landlord's last known place of business
or residence
in Hong Kong. A notice sent by post
shall be deemed
to be given at the time and date of
posting.
COSTS AND (10) (a) All Landlord's costs of the preparation of and
STAMP DUTY incidental to this Agreement shall
be borne by
the Landlord and the Tenant in
equal shares.
(b) The stamp duty on this Agreement
and its
counterpart and registration fees
(if any) shall
be borne by the Landlord and the
Tenant in equal shares.
NO WARRANTY (11) Nothing in this Agreement or in any consent
OF USER granted by the Landlord under this Agreement
shall imply or
warrant that the Property may be used
for the
purpose herein authorised (or any
purpose
subsequently authorised) under any
legislations or
statutory regulations.
SALE OF (12) If after the Tenant has vacated the Property at
UNCLAIMED the expiration or sooner determination of
ARTICLES the Term any effect or article of the Tenant
remains in or on the
Property, and the Tenant fails to
remove it within
seven days after being requested by the
Landlord so
to do, or if after using its best
endeavours the
Landlord is unable to make such a
request to the
Tenant within fourteen days from the
first attempt
so made by the Landlord:
(a) the Landlord may as the agent of
the Tenant sell
or otherwise dispose of such effect
or article,
provided that the Tenant will
indemnify the
Landlord against any liability
incurred by the
Landlord having not of any such
sale or
disposition or to any third party
whose effect
or article shall have been sold by
the Landlord
in the bona fide mistaken belief
(which shall be
presumed unless the contrary be
proved) that
such effect or article belonged to
the Tenant
and that all costs and expenses of
and
incidental to any such sale or
disposition shall
be borne by the Tenant and be first
deducted
from the proceeds of sale or
disposition,
(b) if the Landlord having made
reasonable efforts
is unable to locate the Tenant the
Landlord
shall be entitled to retain the
said proceeds of
sale or disposition absolutely
unless the Tenant
shall claim the same within three
months of the
date upon which the Tenant vacated
the Property,
and
(c) the Tenant shall indemnify the
Landlord against
any damage occasioned to the
Property or the
Building or any adjacent or
neighboring premises
of the Landlord and any actions,
claims,
proceedings, costs, expenses and
demands made
against the Landlord caused by or
related to the
presence of the effect or article
in or on the Property.
STATE OF PROPERTY (13) The Tenant shall take the Property in its present
KEY MONEY decorative repair and condition.
(14) The Tenant hereby expressly declares
that it has
paid no premium, construction key money
or other sum
of money of a similar nature to the
Landlord or
other person or persons authorised by
the Landlord
for the possession of the Property or
for the granting of this tenancy.
NEW TENANCY (15) Any acceptance of rent by the Landlord on or after
expiration, of the Term shall not
create any new
tenancy or renewal or extension of the
existing
tenancy unless written agreement has
been signed
between the parties hereto to show
otherwise.
ABATEMENT OF 6. Should the Property or part thereof be rendered unfit
RENT for use and occupation by any cause not
attributable to the
negligence or default of the Tenant, the
Rent or part
thereof proportionate to the part unfit for
use and
occupation shall xxxxx and cease to be
payable until the
Property shall have been again rendered fit
for
occupation and if already paid shall be
refunded by me
Landlord to the Tenant without interest
until the
Property shall again be rendered fit for
habitation and
use. Provided that nothing heroin shall
impose on the
Landlord any obligation to repair or
reinstate the
Property or any part thereof and if the
Property shall
not be repaired or reinstated within a
period of three
months from the time when the Property shall
be rendered
unfit for habitation the Tenant or the
Landlord may
terminate the Agreement in which event the
Tenant shall
deliver up vacant possession of the Property
of the
Landlord and notwithstanding any statutory
provision to
the contrary neither party shall have any
claim against
the other of them for damages compensation
or otherwise
apart from rights of action already accrued
before such
termination of this Agreement.
PAYMENT OF 7. The Tenant shall on the signing hereof pay to and
DEPOSIT maintain at all times during the Term with
the Landlord
the Deposit to secure the due observance and
performance
by the Tenant of the agreements stipulations
terms and
conditions herein contained and on the
Tenant's part to
be observed and performed. The Deposit shall
be retained
by the Landlord throughout the Term flee of
any interest
to the Tenant with power for the Landlord,
without
prejudice to any other right of remedy
hereunder to
deduct therefrom the amount of any cost
expense loss or
damage repayment of deposit sustained by the
Landlord as
a result of any non-observance or non-
performance by the
Tenant of any such agreements stipulations
terms or
REPAYMENT OF conditions. Subject as aforesaid and to clause 8
DEPOSIT hereof the Deposit shall be refunded to the Tenant
by the
Landlord within fourteen days after the
expiration or
sooner determination of the Term and the
delivery of
vacant possession of the Property to the
Landlord or
within fourteen days of the settlement of
the last
outstanding claim by the Landlord against
the Tenant in
respect of any breach, non-observance or
nonperformance
of any of the agreements, stipulations terms
or
conditions and on the part of the Tenant to
be observed
and performed whichever is the later.
WAIVER OF CLAIM 8. (1) It is agreed and declared that if at any time
FOR DEPOSIT during the Term the Landlord shall assign the
Landlord's interest in the reversion
immediately
expectant upon the Term and if the
Landlord shall
also transfer to the assignee of the
reversion the
Deposit or such part thereof as is
then held by the
Landlord under this Agreement,
forthwith upon such
transfer of the Deposit or such part
there, of as
aforesaid and provided that a notice
containing
particulars of the same shall have
been served on
the Tenant the Landlord shall be
absolutely
discharged and exonerated from the
Landlord's
obligation to refund the Deposit to
the Tenant
contained in clause 7 hereof and the
Tenant shall
waive all its rights and claims
hereunder against
the Landlord in respect of the
Deposit.
(2) The Tenant hereby irrevocably consents
and
authorizes such transfer of the
Deposit or such
part thereof as aforesaid and
undertakes and agrees
to enter into an agreement in such
form, with such
party or parties and at such time as
the Landlord
may reasonably require to give better
effect to the
provisions of sub-clause (a) above.
WAIVER OF CLAIM 9. The Tenant hereby expressly waives its right (if any)
AGAINST to claim against the Mortgagee for the return of all
MORTGAGEE rental deposit paid by the Tenant hereunder in the
event of the
Mortgagee entering into possession of the
Property in
exercise of its rights and powers conferred
on the
Mortgagee by the Charges registered in the
Land Registry
by Memorials Nos. 3606359, 4343022 and
4823933.
SUBJECT TO 10. The making of this Tenancy Agreement is subject to the
MORTGAGEE'S written consent or approval of the Landlord's existing
CONSENT mortgagee(s).
RENT FREE PERIOD 11. The Landlord agrees that no Rent or any part thereof
shall be paid by the Tenant during the Rent
Free Period
and the Tenant shall only be responsible
for payment of
the Government Rates, Management Charge and
Air
Conditioning Charges during the Rent Free
Period.
AS WITNESS the hands of the parties hereto on the date
specified as the Date of Agreement in the Particulars.
SIGNED by Xxxxx Xxxxx, director,
for and on behalf of the Landlord
in the presence of :- /s/ Xxxxx Xxxxx
---------------
/s/ Xxxxx Xxxxxx
----------------
SIGNED by Xxx Xxx Man, director,
for and on behalf of the Tenant
in the presence of :- /s/ Xxx Xxx Man
---------------
/s/ Xxxx Xxx Hung
-----------------
RECEIVED on the date stated on the Date of Agreement in the particulars
written of and from the Tenant the sum of HONG KONG DOLLARS NINETY SIX
THOUSAND NINE HUNDRED AND FIFTEEN ONLY-------------------------------
HK$96,915.00 being the security deposit above expressed
to be paid by the Tenant to the Landlord /s/ Xxxxx Xxxxx
---------------
WITNESS to the signature:-
/s/ Xxxxx Xxxxxx
----------------
