EXHIBIT 3.1
Dated the 30th day of June 1999
A.S. XXXXXX & COMPANY, LIMITED
as LANDLORD
and
DISPOSABLE SOFT GOODS LIMITED
as TENANT
____________________________________________________
SUB-TENANCY AGREEMENT
of
UNIT C and UNIT D on FIFTEENTH FLOOR
and
ALL THAT Portion on SIXTEENTH FLOOR and SEVENTEENTH FLOOR
of XXXXXX CENTRE,
00-00 XXXX XXX XXXXXX, XXXX XXXXX,
XXX XXXXXXXXXXX, XXXX XXXX erected on
XXXX XXXXX, TOWN LOT N0.258.
____________________________________________________
Term : 2 years commencing from 1/st/ July 1999
to 30/th/ June 2001.
Rent-Free Periods : One month from 1/st/ July 1999 to 31/st/ July
1999 & One month from 1/st/ June 2001 to
30/th/ June 2001.
Rent : HK$283,592.00 per month, exclusive
Management Fee : HK$54,212.00 per month, subject to review.
Deposit : HK$675,608.00 (equivalent to two months' rent
and management fee)
____________________________________________________
A.S. XXXXXX & CO., LIMITED.
Property Development Department
SECTION I
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AGREEMENT
---------
Parties AN AGREEMENT made this day of ONE THOUSAND
NINE HUNDRED AND NINETY NINE 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.
WHEREAS:-
Head Lease By a Lease made on the 31/st/ day of May 1996 between LYNNORE
LTD. as Landlord of the one part and the Landlord as Tenant of
the other part (the "Head Lease") ALL THAT Building erected at
00-00 Xxxx Xxx Xxxxxx registered at the Land Registry as Lot No.
258 (the "Property") was let by the said Lynnore Ltd. to the
Landlord for a term of six years commencing from 1/st/ June 1996
subject to the covenants and conditions therein mentioned.
The Landlord is desirous of entering into a sub-tenancy
agreement with the Tenant over a portion of the Property the
particulars of which are set out in the schedule hereto in
manner hereinafter appearing.
WHEREBY IT IS AGREED as follows:
Premises The Landlord as principal tenant shall let and the Tenant as
sub-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 and together with the right in
common with others having the like right to use the lift service
in the building (whenever the same shall be operating) for the
term set forth in Part III of the Schedule hereto YIELDING AND
PAYING therefor throughout the said term the rent as are set
out in Part IV of the Schedule hereto which sums shall be
Term payable exclusive of other charges payable under Section II in
advance without any deductions on the first day of each calendar
month of first and last of such payments to be apportioned
Rent according to the number of days in the month included in the
said term.
User Subject as hereinafter mentioned the Tenant agrees not to use
the Premises for any purpose other than for godown, workshop and
ancillary office purpose only.
Subletting The Tenant acknowledges that this Agreement is made subject to
the Head Lease and hereby undertakes with the Landlord that the
Tenant will duly observe and perform all the covenants terms and
conditions in the Head Lease and all the obligations of the
Landlord therein referred to as "the Tenant" so far as they
relate to the Premises and are not hereby expressly assured by
the Landlord, and will give to the Landlord a full and
sufficient indemnity in respect of any claim made against the
Landlord arising from the Tenant's failure or non-performance or
non-observance of the covenants terms and provisions thereof.
The subletting is subject to the observance and performance by
the Tenant herein of all such obligations and restrictions on
the part of the Landlord as are contained in the Head Lease
(other than the payment of rent therein mentioned) in so far as
the same are applicable to the Premises hereby sublet.
SECTION II
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RENT AND OTHER CHARGES
----------------------
The Tenant agrees with the Landlord as follows:-
Rent 1.(a) To pay on the days and in the manner hereinbefore
provided:-
(i) the said rent as set forth in Part IV of the
Schedule.
Maintenance (ii) the maintenance charges (if any),
Charges
Cleaning (iii) the cleaning charges (if any),
Charges
Management 1.(b) To pay on the days and in manner hereinbefore provided
Fees the management fees as set forth in Part V of the
Schedule hereto ("the management fees") provided always
that if at any time during the said term the cost and
expenses to the Landlord of providing the services the
subject of the management fees shall have risen the
Landlord shall be entitled from time to time to serve a
notice in writing upon the Tenant (accompanied by an
explanatory memorandum setting out details of such
increased cost) increasing the management fees at the
relevant time payable as set out in Part V of the
Schedule hereto by an amount equivalent to the increased
cost to the Landlord of providing such services and
thereafter such increased charge provided for herein and
in the Schedule. The management fees shall not include
any sums expended in the repair or decoration of the
exterior or structure of the Building or the main pipes
drains and cables therein.
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 Hong Kong or other lawful authority
(Government Rent and Property Tax alone excepted).
Without prejudice to the generality of this Clause the
Tenant shall pay all rates imposed on the Premises in the
first place to the Landlord who shall settle the same
with the Hong Kong Government 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 Hong Kong Government 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.
Utilities 3. To pay and discharge all deposits and charges in respect
of gas water deposits 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.
SECTION III
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TENANT'S OBLIGATIONS
--------------------
Compliance 1. To obey observe and comply with and to indemnify the
with Landlord against the breach of all ordinances
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 prior to the commencement of the Tenant's
business and to indemnify the Landlord against the
consequences of a breach of this provision.
2. To fit out the interior of the Premises in accordance
Fitting out with such plans and specifications as shall have been
first submitted to and approved by the Landlord in
writing in a good and proper workmanlike fashion and
safety and in all respects in a style and manner
appropriate to a first class industrial building and so
to maintain the same throughout the said term in good
condition and repair to the satisfaction of Landlord.
3. To keep all the interior of the Premises including the
Good Repair flooring and interior plaster or other finishing material
of Interior 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 and as may be appropriate from time
to time maintain the same at the expenses 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.
4. To pay to or reimburse the Landlord cost of replacing any
Replacement reflective film (if any) which is damaged and all broken
of Windows 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 appropriate
Electrical company or authority by duly authorised contractor
Installation statutory undertake or authority as the case may be under
the terms of the Electricity Supply Ordinance (Cap. 8) 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 toilets and
of Toilets and water apparatus as are located within the Premises (or
Waters elsewhere if used exclusively by the Tenant its employees
Apparatus invitees and licensees) in good clean and tenantable
state and in proper repair and condition 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 cost incurred by the
Drains 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 or injury caused
against Loss/ to any person whomsoever directly or indirectly through
Damage from through the defective or damaged condition of any part
Interior Defects 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 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 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
such company as the Landlord may at its sole discretion
nominate.
The Tenant hereby further undertakes to produce to the
Landlord as and when required by the Landlord 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 the
from Typhoon interior of the Premises from storm or typhoon damage.
To permit 10. To permit the Landlord its agents and all persons
Landlord to authorised by it with or without workmen or others and
enter and view with or without appliances at all reasonable times to
enter upon the Premises to view the condition thereof and
upon prior notice to the Tenant 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 to the
repairs on Premises for which the Tenant may be liable within the
receipt of period of one month from the receipt of written notice
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 to enter upon the
Premises and execute the same and in such case the 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 of any damage
Landlord of that may be suffered to the Premises and of accident to
Damage 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 and garbage
Garbage from the Premises to such location as shall be specified
Removal 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 with the Tele-
of Telephone/ communications companies in Hong Kong with regard to the
Cables installation of telephones in the Premises but the
installation of telephone lines outside the Premises must
be in accordance with the Landlord's directions.
Observe and 15. To be bound by and to be observed and perform all the
Perform terms conditions stipulations and covenants contained in
Covenant in the the Crown Lease and the Deed of Mutual Covenant relating
Crown Lease to the Building. To obey and comply with such Building
and Deed of Rules and House Rules as may from time to time be made
Mutual or adopted by the Landlord or the Manager of the Building
Covenant in accordance with any Deed of Mutual Covenant and/or by
the Management Committee of the Incorporated Owners of
the Building and/or any Management Agreement is relation
to the
management of the Building.
Contractors 16. To be liable for any act default negligence or omission
Employees of the Tenant's contractor employees invitees or
Invitees and licensees as if it were the act default negligence or
Licensees omission of the Tenant and to indemnify the Landlord
against all costs claims demands expenses or liability to
any third party in connection therewith.
17. To yield up the Premises with all fixtures fittings and
additions therein and thereto at the expiration or
Yield up sooner determination of this Agreement in good clean and
Premises tenantable repair and condition in accordance with the
and Handover stipulations hereinbefore contained provided that where
the Tenant has made any alterations installation fixtures
fittings partitioning or additions to the Premises with
or without the Landlord's written consent the Landlord
may at its discretion require the Tenant to reinstate
remove dismantle or do away with such alterations
installation fixtures fittings partitioning or additions
or any part or portion thereof and make good and repair
in a proper and workmanlike manner any damage to the
Premises and the Landlord's fixtures and fitting therein
as a result thereof before delivering up the Premises to
the Landlord.
18. Not to use the Premises for any purpose other than that
User set out in Section I.
Restriction
SECTION IV
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LANDLORD'S OBLIGATIONS
----------------------
The Landlord agrees with the Tenant as follows:-
Quiet 1. To permit the Tenant (duly paying the rent and other
Enjoyment charges payable under Section II hereby agreed to be paid
on the days and in manner herein provided for payment of
the same 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.
Roof and 2. To maintain and keep main drains water pipes main walls
Main and exterior window frames of the Building (except in so
Structure far as the same are within the responsibility of the
Tenant hereunder) in a proper state of repair and
condition provided that 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.
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 any
and Alterations 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.
(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.
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 directed
or approved by the Landlord. All 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 including the costs and expenses
of the removal or alteration of the fixtures and
fittings of the Landlord as may be required by the
Landlord 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 to be
Main Walls cut maimed or injured any doors windows walls beams
structural members or other part of the fabric of the
Premises.
3. Save as provided in Clause 7 of Section V hereof not
Alteration to affix anything or paint or make any alteration
to Exterior whatsoever to the exterior of the Premises.
Obstructions 4. Subject to Clause 6 of Section III hereof not to block
to Outside up darken or obstruct or obscure any of the windows or
Windows lights belonging to Premises without having obtained
the previous written consent of the Landlord. The
Landlord may in giving such consent impose such
condition as it shall consider fit for the purpose of
maintaining the desired appearance of the building's
facade.
Noise 5. 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 6. Not without the prior written approval of the Landlord
to exhibit or display within or on the exterior of the
Premises any writing sign signboards or other device
whether illuminated or not which may be visible from
outside the Premises nor to affix any writing signs
signboards or other device in at or above any common
area lobby landing or corridor of the Building.
Auction & 7. Not to conduct or permit to be taken place any auction
Sale fire bankruptcy close out or similar sales of things
or properties of any kind on the Premises.
Illegal or 8. Not to use or cause permit or suffer to be used any
Immoral Use 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.
9. Not to use the Premises or any part thereof as
Sleeping or sleeping quarters or as domestic premises within the
Domestic Use 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 10. Not to place or leave or suffer or permit to be placed
in Passages 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 car park area
loading bay passages or landings of the Building used
in common with other tenants or the Landlord or
otherwise encumber the same.
Preparation 11. Not to prepare or permit or suffer to be prepared any
of food and food in the Premises or to cause or permit any
Prevention of offensive or unusual odours to be produced upon or
Odours emanate from the Premises.
Animals 12. Not to keep or permit or suffer to be kept any animals
Pets and or pets inside the Premises and to take all such steps
Infestation 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 examination contractors as the
Landlord may nominate and at such intervals as the
Landlord may direct.
Subletting, 13. Not to assign sublet or otherwise part with the
and Assigning 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 :-
(i) 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 partners or otherwise.
(ii) 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
representatives next of kin trustee or committee
of any such individual.
(iii) In the case of a tenant which is a corporation
any takeover reconstruction amalgamation merger
voluntary liquidation or change in the person or
persons who owns or own a majority of its voting
shares or who otherwise has or have effective
control thereof.
(iv) 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.
(v) The change of the Tenant's business name without
the previous written consent of the Landlord
which consent the Landlord may give or withhold
at its discretion.
Breach of 14. Not to cause or suffer or permit to be done any act or
Insurance thing whereby the policy or policies of insurance on
Policy 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.
SECTION VI
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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:-
Lift, Air- 1. In respect of any loss or damage to person or property
conditioning, sustained by the Tenant or any other person caused by
Utilities or through or in any way owing to any defect in or
breakdown of the lifts air-conditioning system
electric power or any other building service provided
in Building, or
Fire and 2. In respect of any loss or damage to person or property
overflow sustained by the Tenant or any other person caused by
or through 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 of 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.
SECTION VII
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ABATEMENT OF RENT
-----------------
Suspension of If the Premises or the Building or any part thereof shall at
rent in case any time during the tenancy be destroyed or damaged or become
of fire, etc. 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 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 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 then the rent hereby reserved or a
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 shall again be rendered accessible and fit for
industrial use provided that should the Premises or the
Building not have been reinstated in the meantime either the
Landlord or the Tenant may at any time after six months 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
becoming inaccessible or unfit for industrial 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.
SECTION VIII
------------
DEFAULT
-------
It is hereby expressly agreed and declared as follows:-
Default 1. If the rent and other moneys (if any) payable under
Section II or any part thereof shall be in arrears 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 suffer execution to be
levied upon the 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 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 hereunder
of Rent 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 default
Employees neglect or omission of any guest visitor servant
Invitees and contractor employee agent invitee or licensee of the
Licensees 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 (Cap.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 rent and/or other moneys
payable under this Agreement or any part thereof on due
date the Landlord shall be entitled to recover from the
Tenant as a debt the following expenses incurred by the
Landlord in the course of recovering the rental in
arrears and/or other moneys aforesaid unpaid or any
part thereof:-
(i) a collection charge of such sum as the Landlord
shall determine from time to time for the
additional work incurred by the Landlord's staff
in collecting the rent and/or other moneys
aforesaid unpaid or any part thereof from the
Tenant;
(ii) all Solicitors' and/or Counsels' fees (on a
solicitors and own client basis) and court fees
incurred by the Landlord for the purpose of
recovering the rent and/or other moneys
aforesaid unpaid or any part thereof from the
Tenant;
(iii) any other fees paid to debt-collectors appointed
by the Landlord for the purpose of collecting
the rent and/or other moneys aforesaid unpaid or
any part thereof from the Tenant;
(iv) interest calculated at the rate of 2% per month
or 3% over the Prime Rate of Hong Kong &
Shanghai Banking Corporation whichever is the
higher on the rent/or other moneys aforesaid
unpaid or any part thereof from the date due for
payment to the date of actual payment.
SECTION IX
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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 IV of the Scheduled
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 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 terms 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.
2. Subject as aforesaid the said deposit shall be refunded
Repayment to the Tenant by the Landlord without interest within
of Deposit thirty 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.
SECTION X
---------
INTERPRETATION AND MISCELLANEOUS
--------------------------------
Marginal 1. The Marginal Notes, Headings and Index are intended for
Notes, guidance only and do not form part of this Agreement
Headings and nor shall any of the provisions of this Agreement be
Index construed or interpreted by reference thereto or in any
way affected or limited thereby.
Landlord and 2. The Tenant hereby expressly agrees to deprive itself of
Tenant any and all rights to protection against eviction
Legislation provided by any existing legislation or by any further
enactment in substitution or amendment thereof or
addition thereto to the intent that the Tenant shall
deliver up vacant possession of the Premises to the
Landlord at the expiration or sooner determination of
the tenancy hereby created.
Condonation 3. No condoning, excusing or overlooking by the Landlord
Not a Waiver 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 of non-
observance or non-performance or so as 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 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 Notice 4. During the three months immediately before the
and Entry expiration or sooner determination of the 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 three months.
Service of 5. Any notice required to be served on the Tenant shall be
Notice sufficiently served if delivered to or despatched by
registered post or left at the Premises or at the last
known address of the Tenant. A notice sent by
registered post shall be deemed to be given at the time
and date of posting.
Gender 6. In this Agreement if the context permits or 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 7. The Stamp Duty on this Agreement and its counterpart
and Costs shall be borne by the Landlord and the Tenant in equal
shares. Each party shall pay its own solicitors costs
for the preparation or approval of this Agreement.
Re- 8. It is hereby agreed and declared that if the owner of
development the Building of which the Premises form part shall
enter into a contract for the sale of the Building or
if the owner shall resolve to demolish and rebuild the
Building or redevelop the lot on which the Building has
been erected whether alone or in conjunction with the
owners of any adjoining lot or lots (which intention to
demolish and rebuild or redevelop shall be sufficiently
evidenced by a copy of the resolution of its Directors
certified to be a true and correct copy of its
Secretary) then in any such event the Landlord shall be
entitled to give six clear months' notice in writing at
any time during the tenancy hereby created terminating
this Agreement and immediately upon the expiration of
such notice this Agreement and everything herein
contained shall cease and be void and be of no effect
but without prejudice to the rights and remedies of
either party against the other in respect of any
antecedent claim or breach of any of the agreements or
stipulations herein set out and the Tenant shall
forthwith vacate the Premises.
THE SCHEDULE ABOVE REFERRED TO
------------------------------
PART I
------
LANDLORD A.S. XXXXXX & CO., LIMITED whose registered office is situate
at 00/xx/ Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxx Xxxx.
DISPOSABLE SOFT GOODS LIMITED whose registered office is
TENANT situate at 00/xx/ Xxxxx, Xxxxxx Xxxxxx, 00-00 Xxxx Yip Street,
Xxxx Xxxxx, N.T., Hong Kong.
PART II
-------
UNIT C and UNIT D on FIFTEENTH FLOOR and ALL THAT Portion on
PREMISES SIXTEENTH FLOOR and SEVENTEENTH FLOOR of XXXXXX CENTRE, Kung
Yip Street, Xxxx Xxxxx, New Territories erected on XXXX XXXXX
TOWN LOT N0.258.
PART III
--------
TERM Two (2) Years commencing from 1/st/ July 1999 to 30/th/ June
2001.
PART IV
-------
PARTICULARS OF RENT
RENT HONG KONG DOLLARS TWO HUNDRED EIGHTY THREE THOUSAND FIVE
HUNDRED AND NINETY TWO ONLY (HK$283,592.00) per calendar month
(exclusive of government rates and management fee) to be paid
on the first day of each and every calendar month without any
deduction whatsoever.
RENT-FREE The Tenant shall be entitled to two rent-free periods of one
PERIODS (1) month each from 1/st/ July 1999 to 31/st/ July 1999 and
1/st/ June 2001 to 30/th/ June 2001. The Tenant is required to
pay Government Rates, management fee and all other outgoings
during the said two periods.
PART V
------
MANAGEMENT Subject always to Section II Clause 1(b), the management fee
FEES shall be at the following rates:
HK$54,212.00 per calendar month to be paid on the first day of
each and every calendar month without any deduction
whatsoever.
PART VI
-------
DEPOSIT A total of HONG KONG DOLLARS SIX HUNDRED SEVENTY FIVE THOUSAND
SIX HUNDRED AND EIGHT ONLY (HK$675,608.00) being two months'
rent and management fee.
PART VII
--------
GOVERNMENT Government Rates shall be solely borne by the Tenant.
RATES
As WITNESS the hands of the parties hereto the day and year first above written.
SIGNED BY ) For and on behalf of
) A.S. XXXXXX & CO., LTD.
for and on behalf of the Landlord )
)
in the presence of:- ) /s/ Xxx X. Xxxx
---------------------------------
Xxx X. Xxxx
Group Managing Director
A.S. Xxxxxx & Co., Limited
/s/ Xxxxxx Xx
-------------------------------------
Xxxxxx Xx (Mrs.)
Manager
Property Development
SIGNED BY ) For and on behalf of
) DISPOSABLE SOFT GOODS LTD.
for and on behalf of the Tenant in )
) /s/ _____________________________
the presence of:- ) Director
RECEIVED on or before the day and year )
first above written of and from the )
Tenant the deposit of HONG KONG DOLLARS )
SIX HUNDRED SEVENTY FIVE THOUSAND SIX )
HUNDRED AND EIGHT ONLY ) HK$675,608.00
) =============
[15th FLOOR PLAN APPEARS HERE]
[COPY OF 10TH -20TH FLOOR PLAN APPEARS HERE]
