THIS LICENSING AGREEMENT is made the 28th day of January one thousand nine
hundred and eighty between GUNNESS WHARF LIMITED having their registered
office at Gunness Wharf, Nr Scunthorpe, Humberside (hereinafter called "the
Licensor" which expression where the context so admits shall include all
persons deriving title under them) of the one part and BOC LIMITED having
their registered office at Hammersmith House, London W6 (hereinafter called
"the Licensee" which expression where the context so admits shall include all
persons deriving title under them) of the other part
WHEREAS,
1. The Licensee under an Agreement between the Parties dated 2 July one
thousand nine hundred and seventy three has been granted a licence by the
Licensor to occupy and use certain land and premises to carry on the
manufacture and distribution of Carbide Mixtures and
2. The Licensee wishes to expand its operations for the manufacture and
distribution of Carbide Mixtures and to take on licence from the Licensor
additional land and premises and the Licensor is willing to make such lands
and premises available to the Licensee
NOW THIS AGREEMENT WITNESSETH as follows
1. IN CONSIDERATION of the payments covenants conditions and agreements
hereinafter contained the Licensor hereby grants to the Licensee full right
licence and authority to occupy and use the undermentioned premises to enable
the Licensee to construct, operate, and maintain a facility for the
manufacture and distribution of Carbide Mixtures and such other activities as
are set out in the Managing Agents Agreement dated 28th January 1980
(hereinafter referred to as "the Facilities") ALL THAT piece or parcel of land
containing 8,000 square metres or thereabouts situated within the Althorpe
Wharf Site at Althorpe, Humberside ('hereinafter referred to as "Althorpe")
and delineated and marked "A" on the plan annexed hereto which plan is
hereinafter referred to as "the Plan" and thereon coloured pink and
hereinafter referred to as "the licensed premises" TOGETHER WITH the right
from time to time during the continuance of the term hereby granted (a) to use
such existing services in and about Althorpe as may be reasonably required by
the Licensee and to request the Licensor to provide such additional or
modified services in and about Althorpe as may be reasonably required by the
Licensee whether in accordance with any statute or bye-law or otherwise in
connection with the use of the licensed premises for the purposes above
mentioned and to connect the said services to any of the Licensor's existing
services which in the opinion of the Licensor are suitable for the purpose (b)
the right for the Licensee and all persons authorised by them to pass and
repass on foot and with or without vehicles over such routes (hereinafter
called the "Access roads") and on such conditions as are agreed by the
Licensor from time to time for the purpose of going to and from the licensed
premises and (c) the use on such terms and for such payments as shall be
agreed during the period of construction or reconstruction or any expansion or
modification of the Facilities or in the event of the termination of that part
of the Managing Agents Agreement dated 28th January 1980 between the Parties
relating to the supervision and carrying out of the grinding and mixing
process of such office and canteen accommodation telephones and toilets as are
at the time existing at Althorpe and can reasonably be made available by the
Licensors to the Licensee and all persons
authorise by them TO HOLD -- the licensed premises unto the Licensee until the
expiry of [
] SUBJECT ALWAYS to the right of the Licensee exercisable at any
time after 31 December 1981 to terminate this Licensing Agreement by six months
prior notice in writing expiring on any anniversary of 31 December 1981 YIELDING
AND PAYING therefor [
]
2. The Licensee hereby covenants with the Licensor in manner following:
1. to make the said payments at the times and in the manner above provided
without any deduction
2. to pay and discharge all existing and future rates taxes duties and charges
payable in respect of the licensed premises
3. to consult with the Licensor before erecting or placing upon the licensed
premises any buildings plant and equipment deemed necessary by the Licensee
for the purpose of manufacturing the said Carbide Mixtures the Licensor where
requested by the Licensee applying for and on behalf of the Licensee and
obtaining for and at the cost of the Licensee all necessary planning
permissions bye-law consents and other consents required to enable the
licensed premises to be used as a manufacturing and distribution facility as
aforesaid
4. (a) to provide details of all services required by the
Licensee to enable the licensed premises to be used as
aforesaid and to consult with the Licensor in order to
determine the most suitable manner in which such services
can be installed or provided
(b) to meet the cost of the provision by the Licensor of all
additional or modified services as provided for in Clause
1 (a) hereof
5. Not during the said term hereby granted to erect or place on or in the
licensed premises any buildings or plant drains pipes cables or services
except in consultation with the Licensor and in accordance with descriptions
previously provided for the Licensor's information
6. (a) to agree with the Licensor reasonable times for the
execution of all works under these presents in connection
with the preparation for and expansion or modification of
the Facilities which work to be undertaken by the Licensee
with all reasonable despatch and to arrange for the
restoration and making good to the reasonable satisfaction
of the Licensors of all lands and works of Licensors which
may be interfered with in the execution thereof all such
matters to be at the cost of the Licensee
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(b) to comply with all existing and reasonable future
rules and regulations laid down by the Licensor and
other responsible officials and authorities from
time to time in order to secure proper and
reasonable conduct of Althorpe which has multiple
occupancy
7. From time to time and at all times during the continuance of the said term
and at their own risk and expense well and sufficiently to arrange for the
maintenance upholding and keeping of the licensed premises and all other
approved works in good order repair and condition to the reasonable
satisfaction of the Licensor at the cost of the Licensee
8. To permit the Licensor and their servants or agents as often as is
reasonably necessary during the said term during normal working hours to enter
upon the licensed premises or any part thereof to examine the state of repair
and condition thereof and the Licensee will arrange for the repair and making
good of all defects and wants of reparation for which the Licensee is liable
at the cost of the Licensee
9. To indemnify the Licensor and their servants or agents against any injury
or damage arising out of the use or otherwise of the licensed premises due to
the fault or negligence of the Licensee and during the continuance of the said
term to insure and keep insured the plant and buildings (except a warehouse of
approximately 8,400 square feet accommodation situated on the licensed
premises and which is the property of the Licensor) erected on the licensed
premises and all other approved works in connection therewith against the risk
of loss or damage by fire explosion aircraft riot and malicious damage in a
sum equal to the full value thereof for the time being and public liability to
a limit of indemnity to be agreed by the Licensor in some insurance office or
offices of repute and to pay all premiums necessary for effecting and
maintaining such insurances provided always that the conduct and control of
all claims arising under the indemnity granted in this clause shall be vested
in the Licensee
10. Not at any time during the said term hereby granted to use or occupy the
licensed premises or any part thereof for any purpose other than the
manufacture and distribution of Carbide Mixtures, the receipt and storage of
raw materials required for the manufacture of Carbide Mixtures and the
repacking and the despatch of calcium carbide or Carbide Mixtures or such
other activities as are carried out from time to time with the prior consent
of the Licensor which consent not to be unreasonably withheld.
11. Not at any time during the said term hereby granted to sell assign or
transfer underlet make over or part with or share the possession or the
occupation of the licensed premises or any part thereof except to BOC
International Limited or its subsidiaries or associates without the written
consent of the Licensor which consent is not to be unreasonably withheld.
12. If as provided in Clause 1 hereof the Licensee shall terminate this
Licensing Agreement on 31 December 1982, or any anniversary thereof prior to
the expiry of [
3
] the Licensee shall pay to the Licensor by way
of compensation a sum equivalent to [
].
13. At the expiration or sooner termination of the said term hereby granted
peaceably and quietly to yield up to the Licensor the licensed premises and
within nine months immediately following the date of termination unless
otherwise agreed with the Licensor in writing to remove at the cost of the
Licensee all plant and buildings and appliances and services existing thereon
or laid in connection therewith and to reinstate and make good the licensed
premises to the reasonable satisfaction of the Licensor, the Licensee during
such nine months or lesser period paying to the Licensor [
]
14. Any persons visiting the licensed premises in connection with the business
of the Licensee shall conform to the rules set from time to time by the
Licensor and other responsible officials and authorities for proper conduct of
the site which has multiple occupation
3. The Licensor hereby covenants with the Licensee:
1. That the Licensee making the said yearly and other payments hereby reserved
and performing and observing the covenants conditions or agreements herein
contained shall peaceably and quietly hold and enjoy the licensed premises
during the said term hereby granted without any interruption or disturbance
from or by the Licensor or any person or persons claiming under or in trust
for them.
2. To carry out at the reasonable cost and to the reasonable satisfaction of
the Licensee either themselves or by their sub-contractors all works required
in connection with the modification of or additions to the Althorpe services
as provided for in Clause 1 (a) hereof
3. To provide without charge to the Licensee access roads from public roadways
to the Licensed premises that are suitable to enable the Licensee and all
persons authorised by them to construct, operate and maintain the facility for
manufacture and distribution of Carbide Mixtures and to conduct the business
of the facilities.
4. [
4
]
5. For the avoidance of doubt it is agreed by the Parties that all buildings
appliances plant or other constructions erected on the licensed premises
(except for a warehouse of approximately 8,400 square feet accommodation
situated on the licensed premises and which is the property of the Licensor)
shall not become annexed to the said licensed premises and shall be the
property of the Licensee or their contractors.
6. In the case of any dispute or difference arising between the Parties as to
the construction of this Licensing Agreement or the rights duties or
obligations of either party hereunder or any matter arising out of or
concerning the same every such dispute or matter of difference shall be
referred to a single arbitrator in case the Parties can agree upon one
otherwise to some person appointed by the President for the time being of the
London Chamber of Commerce and in either case in accordance with and subject
to the provisions of the Arbitration Act 1950 or any Statutory Modification or
Reenactment thereof for the time being in force.
7. Either Party shall be entitled to terminate this Agreement either in whole
or in part by notice in writing given by that Party to the other at any time
if the other Party shall have passed a Resolution providing for their
liquidation except for the purposes of reconstruction or amalgamation or if a
receiver shall be appointed of any of their assets or if circumstances shall
have arisen which shall entitle any person to appoint a receiver.
8. It is hereby agreed that a Licensing Agreement dated 2 July 1973 between
the Parties shall with effect from the 1st day of October 1979 cease to be of
any further force and effect except insofar as relating to liabilities
incurred or obligations outstanding by either Party at such date.
9. In entering into this Licensing Agreement, the Parties have agreed that,
subject to the provisions of Clause 1, the Agreement shall continue in full
force and effect until the expiry of [ ] If the Licensee should wish to
extend the Licence Agreement beyond that date or alternatively to enter into a
new Licensing Agreement with the Licensor, the Parties agree that they will in
good faith endeavour to negotiate equitable terms for such extension or new
Agreement.
AS WITNESS WHEREOF
The Parties have executed this Agreement the day and year first above written
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Signed by /s/ Director
---------------------------------------
/s/ Secretary
-----------------------------------------
For and on behalf of Gunness Wharf Limited
Signed by /s/
------------------------------------
For and on behalf of BOC Limited
In the presence of /s/
---------------------------
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ADDENDUM
TO LICENSING AGREEMENT - CLAUSE 4
[ ]
[
]
B.O.C.
DATE: 1-9-89 DATE: 15-9-89
SIGNATURE: /s/ SIGNATURE: /s/
--------------------- ----------------------
For and on behalf of:- For and on behalf of:-
GUNNESS WHARF LIMITED BOC LTD -
Carbide Industries
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