EXHIBIT 10.14
DATED THIS 17TH DAY OF JANUARY , 0000
XXXXXXX
XXXXXXX SUPPLIERS SDN. BHD. (170818-K)
. . . LANDLORD
AND
OPTO SENSORS (M) SDN. BHD. (307669-T)
. . . TENANT
TENANCY AGREEMENT
REF.: ASSB/OSSB/97/GPB
PREMISES
--------
NO. 18, JALAN FIRMA 2/2
KAWASAN PERINDUSTRIAN TEBRA I
8110 JOHOR BAHRU
THIS AGREEMENT is made the day and year stated in Section 1 of the FIRST
SCHEDULE hereto Between the Landlord whose name and description are stated in
Section 2 of the FIRST SCHEDULE hereto (hereinafter referred to as "the
Landlord") of the one part And the Tenant whose name and description are stated
in Section 3 of the FIRST SCHEDULE hereto (hereinafter referred to as "the
Tenant") of the other part.
WHEREAS the Landlord has agreed to let and the Tenant has agreed to take
all the property more particularly described in the SECOND SCHEDULE HERETO
(hereinafter referred to as "the Demised Premises") on the terms and conditions
hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows:
1. The Landlord lets and the Tenant takes all the Demised Premises for
the period stated in Section 1 of the THIRD SCHEDULE hereto at the monthly
rental stated in Section 2 of the THIRD SCHEDULE hereto payable in advance on
the first day of each and every succeeding month, the first payment to be made
upon the commencement of the tenancy hereby created.
2. Upon the execution of this Agreement the Tenant shall deposit with the
Landlord the sum stated in Section 3 of the THIRD SCHEDULE hereto (hereinafter
referred to as "the said Deposit" and the receipt whereof the Landlord hereby
acknowledges) as security for the due performance and observance by the Tenant
of all and singular the several covenants stipulations terms and conditions on
the part of the Tenant herein contained. The said Deposit less such sum or sums
as may be due to the Landlord shall be refunded to the Tenant without interest
on the expiration of this Agreement. PROVIDED ALWAYS that the said Deposit
shall not in any circumstances be treated as payment of rent in advance.
3. THE TENANT HEREBY COVENANTS WITH THE LANDLORD as follows:
(a) To pay the reserved rent on the day and in the manner aforesaid.
(b) To pay all existing and future charges for supply of electricity
and water including deposit thereof in respect of the Demised Premises.
(c) To keep in good and tenantable repair and condition the Demised
Premises fair wear and tear excepted.
(d) To permit the Landlord and his agent(s) with or without workmen
and others at all reasonable times but with prior reasonable notice to enter
upon or examine the condition of the Demised Premises and to execute repairs to
the same.
(e) To comply with all rules, regulations and by-laws of the local
authorities concerned in respect of the Demised Premises.
(f) Not to do or permit to be done on the Demised Premises any thing
which will or may infringe any of the laws, by-laws or regulations in force or
which may be a nuisance or annoyance to or in any way interfere with the quite
and comfort of the occupants of neighboring premises.
(g) Not to make or permit to be made any alteration or addition to the
said Demised Premises without previous consent in writing of the Landlord and
upon such consent
1.
having been granted the Tenant shall cause plans and drawings of the alterations
or additions to the Demised Premises to be drawn and submitted to the relevant
authorities for approval and the costs and expenses incurred thereby shall be
borne by the Tenant and all alterations, additions and all fixtures and fittings
so attached or affixed to the Demised Premises shall belong to the Landlord
without any claim by the Tenant for compensation or other claims whatsoever.
(h) Not to do or permit or suffer to be done anything whereby the
policy or policies of insurance on the premises against any loss or damage by
fire for the time being subsisting may become void or voidable or whereby the
rate of premium there on may be increased and to indemnify and keep indemnified
the Landlord any increase in the said premium and all expenses incurred by the
Landlord on or about any renewal of such policy or policies rendered necessary
by a breach or non-observance of this covenant.
(i) Not to permit or suffer any sale by auction to be held on the
Demised Premises.
(j) At the expiration or sooner determination of the term hereby
created to yield up the Demised Premises in good and tenantable repair and
conditions (fair wear and tear only accepted).
(k) Not at any time to use or permit or suffer the said Demised
Premises or any part thereof to be used for illegal or immoral purposes.
(l) Not to keep or permit to be kept upon the said Demised Premises or
any part thereof any materials of a dangerous, explosive or noxious nature or
the keeping of which may contravene any statute regulation or by-laws currently
applicable.
(m) Not to carry on any trade or business as an undertaker or relating
to funeral parlous or the sale or purchase of coffin.
(n) The Tenant shall use the Demised Premises for the purpose as
permitted under Section 6 of the Third Schedule.
4. THE LANDLORD HEREBY COVENANTS WITH THE TENANT as follows:
(a) To pay all quit rent assessments and other outgoings upon the
Demised Premises and payable by the Landlord.
(b) That the Tenant paying the rent hereby reserved and observing and
performing the several covenants hereby on his part contained shall peacefully
hold and enjoy the Demised Premises during the said term without any claim
through under or in trust for them.
(c) To refund to the Tenant without interest thereon the Deposit in
the sum stated in Section 3 of the THIRD SCHEDULE hereto on the due expiration
of this tenancy or such extended term or terms less such sum or sums which may
be due and owing to the Landlord for any breach of covenant on the part of the
Tenant to be performed.
(d) At the determination of the term hereby granted to allow the
Tenant to remove all his own fittings subject to the Tenant paying reasonable
compensation for any damage caused by such removal.
2.
5. PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED BETWEEN THE PARTIES
HERETO as follows:
(a) If at any time the monthly rent hereby covenant to be paid by the
Tenant to the Landlord or any part thereof shall remain unpaid for seven (7)
days after becoming due and payable whether formally demanded or not, or if the
covenants on the Tenant's part herein contained shall not be performed or
observed or if the Tenant shall become wound-up or suffer any distress or
execution to be levied against the assets of the Tenant then in any such case it
shall be lawful for the Landlord at any time thereafter without notice to re-
enter upon the Demised Premises or any part thereof in the name of the whole and
thereupon this Tenancy shall absolutely determine but without prejudice to the
right of action of the Landlord in respect of any antecedent breach of the
Tenant's covenant hereinbefore contained.
(b) If the Tenant shall be desirous of extending the Tenancy hereby
crated for a further term the Tenant shall not more than (2) months before the
expiration of the term hereby created give to the Landlord notice in writing of
such his desire and if he (the Tenant) shall have performed and observed the
several stipulations herein contained and on his part to be performed and
observed up to the termination of the tenancy hereby created then the Landlord
will let the Demised Premises to the Tenant for the further term stated in
Section 4 of the THIRD SCHEDULE hereto from the expiration of the term hereby
created at the rental described in Section 5 of the THIRD SCHEDULE hereto and
subject in all other respects to the same stipulations as herein contained
except this clause for renewal.
(c) In the event that the Demised Premises or any part thereof shall
at any time during the said term be destroyed or damaged by fire, earthquake,
the enemies of the Government of Malaysia, civil commotion or other disaster so
as to render the Demised Premises or a part thereof unfit for occupation and use
the rent hereby reserved or a fair portion thereof according to the nature and
extend of the damage sustained shall be suspended until the Demised Premises or
such part thereof shall again be rendered fit occupation or use provided that in
case of fire where such fire has been caused by the default or negligence of the
Tenant or the Tenant's servant or agent, invitees or licensees the Tenant shall
still remain liable for the payment of the rent in full for the period in which
the said premises shall remain unfit for use.
(d) Should this tenancy be determined by the Tenant at any time before
the expiry of the term hereby created either voluntarily or by virtue of Clause
5(a) herein the said Deposit stated in Clause 2 shall the be absolutely
forfeited to the Landlord without prejudice to any right of action the Landlord
may have against the Tenant in respect of the unpaid rents or any antecedent
breach of the terms of the tenancy.
(e) It is hereby expressly agreed by the Parties that the "SPECIAL
CONDITIONS" shall prevail over the term or terms contained in Clause 1 to 5(d)
aforesaid.
(f) Time wherever stated herein shall be of the essence.
(g) Any notice to be given under this Agreement shall be in writing
and shall be sufficiently served on the Landlord if sent to him by prepaid
registered post addressed to him at his address herein stated or to his last
known address in West Malaysia and any notice to the Tenant shall be in writing
and shall be sufficiently served to the Tenant if sent to him at his address
herein stated or to his last known address in West Malaysia and any notice sent
aforesaid shall be deemed to have been received in the ordinary course of post.
3.
(h) In this Agreement wherever the context admits the expressions the
"Landlord" and the "Tenant" shall mean and include their respective heirs-at-
law, personal ___________ representative, ____________ executors,
administrators, successors-in-title and permitted assigns as the case may be and
when two (2) or more persons are included in the expression their liabilities
under this Agreement shall be joint and several. Words importing the masculine
gender shall be deemed and takes to include the feminine and neuter genders and
the singular to include the plural and vice versa.
(i) The Tenant shall bear and pay the stamp duties on this Agreement.
(j) In the event of the Landlord being rendered necessary to take
steps to defend any actions or claims that may be taken against the Landlord
arising from any default or neglect or action or non-action on the part of the
Tenant to be performed by virtue of the Landlord being the registered owner of
the Demised Premises and in the event of the Landlord having to issue out and
serve upon the Tenant any notice of demand or legal process for the recovery of
rent or any money payable to the Landlord under this Agreement then in any of
such event the Tenant shall bear and pay the Landlord all costs and expense (and
in the case where the Landlord engages a solicitor such solicitor's fee on a
solicitor and client basis) besides such money payable to the Landlord upon
demand.
THE FIRST SCHEDULE ABOVE REFERRED TO
Section
No. Item Particulars
------- ------------------------------------ ------------------------------
1. The day and year of this Agreement This 17th day of January 1997
2. Name and Description of the Landlord ARTLOON SUPPLIERS SDN.
BHD. (170818-K)
Xx. 00-00 Xxxxx Xxx Xxxxx
Xxxxx, Xxxxxx 0,
00000 Xxxxx Bahru
3. Name and Description of the Tenant OPTO SENSORS (M) SDN. BHD.
(307669-T)
Xx. 0 Xxxxx Xxxxx 0/0
Xxxxxxx Xxxxxxxxxxxxx Xxxxx
X, 00000 Xxxxx Bahru
THE SECOND SCHEDULE ABOVE REFERRED TO
The Ground Floor of that Demised Premises known as Xx. 00, Xxxxx Xxxxx 0/0,
Xxxxxxx Xxxxxxxxxxxxx Xxxxxx X, 00000 Xxxxx Xxxxx.
4.
THE THIRD SCHEDULE ABOVE REFERRED TO
Section
No. Item Particulars
------- ---------------------------------------- ------------------------------------
1. Period of Tenancy ONE (1) year commencing from the
1st day of January 1997 to the 31st
day of December 1997
2. The monthly rental in respect of the Ringgit Malaysia: THIRTEEN
Demised Premises THOUSAND (RM13,000.00)
ONLY.
3. Deposit paid upon signing of this Ringgit Malaysia: TWENTY-SIX
Agreement THOUSAND (RM26,000.00)
ONLY.
4. Period of extension of tenancy ONE (1) YEAR.
5. Rental in respect of extension of TO BE AGREED UPON
tenancy
6. Permitted use of the Demised Premises MANUFACTURING OF OPTICAL
MICE, OPTICAL SENSORS,
MUSICAL INTERFACE DEVICES,
X-RAY SCANNER/SYSTEMS AND
PULSE OXIMETERS
5.
THE FOURTH SCHEDULE ABOVE REFERRED TO
(THE "SPECIAL CONDITIONS" REFERRED TO
IN CLAUSE 5(E) HEREIN)
1. The Tenant shall within the last two (2) months of the Tenancy permit
the Landlord or his agent(s) to affix without interference upon the Demised
Premises a notice to let or for sale the Demised Premises and to permit any
person duly authorized by the Landlord or his agent(s) during reasonable times
of the day to view the Demised Premises.
2. The Tenant shall pay a sum of RM1,000.00 (Ringgit Malaysia One
Thousand Only) being deposit for water (hereinafter called "the Water Deposit")
the receipt of which is hereby acknowledged by the Landlord. Upon termination
of the Tenancy hereby crated the Landlord shall refund the Water Deposit to the
Tenant subject to the Landlord deducting such sum or sums for outstanding bills
to be paid to the relevant authorities if the sum or sums is not paid by the
Tenant.
3. The Tenant shall apply directly to the relevant authorities for the
supply of electricity to the Demised Premises.
4. All equipment, machinery and etceteras and public liabilities (third
party claims) insurance shall be insured by the Tenant.
5. The Tenant hereby agree to permit/share with the tenant of the First
Floor of the Demised Premises the right of access the compound around the
Demised Premises in the manner as indicated in Appendix I attached hereto.
6. In the event the Landlord has a potential tenant for the first floor
of the Demised Premises, the Landlord shall grant the Tenant i.e. Opto Sensors
(M) Sdn. Bhd. the first right of refusal valid for seven (7) days from the date
of notice.
IN WITNESSES WHEREOF the parties hereto have hereunto set their hands the
day and year first above written.
SIGNED and DELIVERED by /s/
the above named Landlord
in the presence of:
SIGNED and DELIVERED by /s/
the above named Tenant
in the presence of:
6.
