A N A G R E E M E N T made the 12th day of December One
thousand nine hundred and ninety-
four
Parties BETWEEN the Landlord whose name address or registered office
and description are set out in Part I of the First Schedule
hereto (hereinafter called "the Landlord") of the one part
and the Tenant whose name address or registered office and
description are set out in Part II of the First Schedule
hereto (hereinafter called "the Tenant") of the other part
WHEREBY IT IS HEREBY MUTUALLY AGREED by and between the said
parties hereto as follows:-
SECTION (I)
THE PREMISES AND THE TERM
Premises The Landlord shall let and the Tenant shall take
all that Portion on an "as is" basis (which Portion shall
hereinafter called "the said premises") of the Building
(hereinafter called "the said building") more particularly
set out in the Second Schedule hereto TOGETHER with (a) a
right of way for the Tenant his servants and agents (in
common with the Landlord and all other having the like right)
from time to time to pass and repass over and along the
entrance halls, staircases and landings erected in the said
building and (b) the right (in common as aforesaid) to use
the specified lifts installed in the said building whenever
the same shall be operating for the purpose of access to and
egress from the said premises and (c) the right for the
Tenant his servants and agents (in common as aforesaid) to
use the specified loading and unloading bays on the ground
floor of the said building for the loading and unloading of
his vehicle provided always that the Tenant shall not park
his
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vehicles thereon or permit his vehicles to remain thereon
except when actually engaged in loading or unloading goods
and FOR THE TERM set out in Part III of the First Schedule
hereto at the rent and management fee respectively set out in
Parts IV and V of the First Schedule hereto and the first of
such payments to be paid on the signing of this Agreement.
SECTION (II)
RENT AND OTHER CHARGES
The Tenant hereby agrees with the Landlord as follows:-
Rent (1) To pay the rent and management fee (which are unless the
and context otherwise requires hereinafter collectively included
management under the term "rent") without any deduction and set off on
fee the days and in the manner hereinbefore provided for payment
thereof and in banknotes if so demanded.
Rates, (2) To pay and discharge all rates, taxes, assessments, duties,
Taxes etc. charges, impositions and outgoings of an annual or recurring
nature now or hereafter to be assessed, imposed or charged by
the Government of Hong Kong or other lawful authority upon
the said premises or upon the owner or occupier thereof
(Crown Rent and Property Tax excepted).
Gas water (3) To pay and discharge all charges for gas, water and
and electricity consumed in the said premises including charges
electricity for the running of any air-conditioning units installed
charges therein and operated from the Tenant's own metered
electricity supply and to make all necessary deposits for the
supply of electricity gas and water to
2.
the said premises when required, and to comply with all
requirements of the electricity gas and water authorities or
suppliers (including rewiring the said premises if so
required).
Interest (4) The Landlord shall have the right without prejudice to any
other right or remedy hereunder to charge interest at four
per cent over the best lending rate from time to time of The
Hongkong and Shanghai Banking Corporation Limited in respect
of any payments to be made to the Landlord under Clauses (1)
(2) and (3) of this section as shall be more than 14 days in
arrears and such interest shall be payable from the date upon
which such payment in arrears fell due and not fourteen days
thereafter.
SECTION III
TENANT'S OTHER OBLIGATIONS
The Tenant hereby agrees with the Landlord as follows:-
Good (1) To constantly maintain and keep the whole of the interior of
repair of the said premises and every part thereof in proper and
the tenantable repair and condition including all fixtures and
interior fittings therein.
Inspec- (2) To permit the Landlord and all persons authorised by it at
tion all reasonable times to enter into the said premises to
inspect the condition thereof and to give or leave notice in
writing upon the said premises for the Tenant of all defects
and want of repair there found and for which the Tenant shall
be liable hereunder and within one month after every such
notice
3.
well and sufficiently to repair and make good such defects
and want of repair whereof any such notice shall have been
so given or left.
Entry by (3) To permit the Landlord and its duly authorised agents workmen
Landlord and others appointed by it at all reasonable times during the
to effect said term (but upon previous written notice save in cases of
work emergency) to enter into and upon the said premises and to
execute any works of renewal cleansing alteration or repair
to any adjacent or neighbouring premises or to the building
of which the said premises form part, and so far as any
defects remedied or works done by the Landlord may be
included in the Tenant's liabilities hereunder then the costs
thereof shall be a debt due from the Tenant to the Landlord
and be forthwith recoverable by action PROVIDED that the
Landlord shall make good the damage to the said premises
caused by such work as aforesaid.
Replace- (4) To replace any broken or damaged window and glass or
ment of otherwise reimburse the Landlord for the cost of replacing
windows all broken and damaged windows and glass whether or not the
same be broken or damaged by the negligence of the Tenant.
Repair of (5) To repair or replace any electrical installation or wiring or
electrical any gas installation or piping of the Tenant if the same
and gas becomes dangerous or unsafe or if so reasonably required by
installations the Landlord or by the relevant utility company and in so
doing the Tenant shall obtain the Landlord's approval
concerning such work to be carried out for that purpose. The
Tenant shall permit the Landlord or its agents to test the
Tenant's wiring
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or the Tenant's gas installation and piping in the said
premises at any time upon request being made.
Altera- (6) To submit plans and details of any alteration in or additions
tions to the said premises for the approval of the Landlord prior
to any work being carried out.
Mach- (7) To mount and equip his machinery particularly machinery with
ineries horizontal reciprocating action and every part thereof with
antivibration absorbers and anti-dumping absorbers of such
types and designs as first approved of in writing by the
Landlord's architect and/or engineer and shall comply with
all directions or orders of the Landlord for eliminating and
reducing vibrations and dumping produced by the operation and
running of any of the machinery installed at the said
premises. And to cushion machinery placed on or affixed to
the said premises and to submit drawings and details of such
work for approval by the Landlord.
Workers (8) To restrict the number of workers working or staying in the
said premises in accordance with Government Regulations.
Good (9) To keep the sanitary and water apparatus used exclusively by
repair of the Tenant and its servants agents licencees and customers in
sanitary good clean and tenantable repair and condition to the
and satisfaction of the Landlord and in accordance with the
water regulations or byelaws of all Public Health and other
apparatus Government Authorities concerned.
Cleaning (10) To pay to the Landlord on demand all costs incurred by the
of drains Landlord in cleansing clearing repairing or
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replacing 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
licencee or customer of the Tenant and to indemnify the
Landlord against any cost claim or damage caused by or
arising therefrom.
Indemnity (11) To be wholly responsible for and to indemnify the Landlord
and against any loss damage or injury caused to any person
insurance whomsoever or any property whatsoever whether directly or
against indirectly through the defective or damaged condition of any
loss/damage part of the interior of the said premises or any fittings
from fixtures wiring or piping therein for the repair of which the
interior Tenant is responsible hereunder or through or in any way
defects owing to the spread of fire or smoke or the leakage or
overflow of water including storm or rain water from the said
premises or any part thereof or through the act default or
neglect of the Tenant its servants agents licencees or
customers and for the better observance of this Clause to
permit the Landlord at the Tenant's expense to effect
insurance cover in respect of such risks with a reputable
insurance company to the satisfaction of the Landlord. The
policy of such insurance shall be in the name of the Tenant
and endorsed to show the Landlord as registered owner of the
said building and shall be in such amount as the Landlord
shall from time to time stipulate and 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 written
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consent of the Landlord.
Pro- (12) To take all reasonable precautions to protect the interior of
tection the said premises against damage by storm typhoon heavy
from rainfall or the like and in particular to ensure that all
typhoons exterior doors and windows are securely fastened upon the
threat of such adverse weather conditions.
Inform (13) To give notice in writing to the Landlord or its agent of any
Landlord damage that may be suffered to the said premises or to
of damage persons thereon and of any accident to or defects in the
water pipes gas pipes electrical wiring or other facilities
provided by the Landlord.
Directory (14) To pay the Landlord immediately upon demand the cost of
boards affixing repairing altering or replacing as necessary the
Tenant's name on the directory boards (if any) provided by
the Landlord.
Viewing (15) To allow at all reasonable times within three calendar months
immediately preceding the expiration of the said term
prospective tenants or occupiers to inspect the said premises
and allow the Landlord to exhibit where the Landlord shall
think fit a notice indicating that the said premises are to
become vacant which notice the Tenant shall not conceal.
Regula- (16) To obey and comply with such Regulations as may from time to
tions time be adopted by the Landlord in accordance with the
provisions hereinafter contained.
Con- (17) To be responsible to the Landlord for the acts neglects
tractors omissions and defaults of all contractors servants agents
servants licencees and customers of the Tenant as if they were the
agents acts neglects omissions and defaults of the
licencees
customers
7.
Tenant himself and for the purposes of this Agreement
"licencee" shall include any persons present in using or
visiting the said premises with the consent of the Tenant
express or implied.
Service (18) To load and unload goods only at such times during normal
entrances business hours and through such service entrances and by such
and lifts service lifts as shall be designated by the Landlord for this
purpose from time to time.
Refuse (19) To be responsible for the removal of garbage and refuse from
and the said premises to such location as shall be specified by
garbage the Landlord from time to time and to use only that type of
removal refuse container as is specified by the Landlord from time to
time. In the event of the Landlord providing a collection
service for garbage and refuse 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.
Uniform (20) To co-operate with the Landlord to maintain a uniform
external external appearance for the said Building and shall not use
appearance or install anything in the inside of the said premises which
affects the external appearance from the outside. In
particular, but without in any way limiting the foregoing, no
flag-pole may be erected and no flag or similar item shall be
flown or displayed from windows or from elsewhere in or upon
the said Building.
Yield up (21) To quietly yield up the said premises together with all
premises fixtures fittings and additions therein and thereto at
and
handover
8.
the expiration or sooner determination of this tenancy in
good clean and tenantable repair and condition
notwithstanding any rule of law or equity to the contrary
PROVIDED THAT all personal property trade fixtures and
fittings and additions therein and thereto of the Tenant of
a nonstructural nature shall if so required by the Landlord
be removed by and at the expense of the Tenant at the
expiration or sooner determination of this tenancy and in
such event the Tenant shall make good all damage caused by
such removal AND thereupon to surrender to the Landlord all
keys giving access to all parts of the said premises held by
the Tenant and to permit the Landlord to remove at the
Tenant's expense all lettering and characters from the
directory boards and from all the doors walls or windows of
the said premises and to make good any damage caused by such
removal.
Change (22) To obtain the Landlord's consent if the Tenant wishes to
of name change the business name and the Landlord shall have the
absolute discretion to give or withhold such consent.
SECTION IV
LANDLORD'S OBLIGATIONS
The Landlord agrees with the Tenant as follows:-
Quiet (1) That the Tenant paying the rent hereby reserved and
enjoyment performing and observing the agreements by the Tenant
hereinbefore contained may peaceably hold and enjoy the said
premises during the said period without any interruption by
the Landlord or any person lawfully
9.
claiming through or under it.
Crown (2) To pay the Crown rent and property tax which are now or may
Rent hereafter during the said period be imposed by Government
upon the said premises.
Roof and (3) To maintain and keep the main structure and roof of the said
main building and every part of such main structure in proper and
structure tenantable repair and condition.
Facilities (4) To keep the said lifts in good repair and in working
condition.
Pumps (5) To maintain the electric pumps for supplying flushing water
to the said building in good condition.
Stair- (6) To keep the staircases and landings and other common portions
cases of the said building in a clean and sanitary condition.
Lighting (7) To pay all charges in respect of electricity consumed by the
said lifts, the electric pumps and lighting in the staircases
and landings and other common portions of the said building.
Provided always that the Landlord shall in no case be
responsible for failure of the said lifts, the electric pumps
and/or lighting for any reason whatsoever including negligent
or wrongful acts or omissions by independent contractors or
other causes beyond the Landlord's control or for any damage
whatsoever caused thereby and that, in the event of such
failure the Tenant cannot claim rental abatement or
reduction.
Directory (8) To supply Directory Boards and to allot space thereon for the
Board Tenant's name to be affixed in such uniform lettering or
characters as shall be designated by the Landlord.
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SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby agrees with the Landlord as follows:
Floor (1) Not to store or place any goods machinery or other things on
loading or in any part of the said premises which impose a loading
exceeding 200 lb. per sq. ft. for first and second floors and
150 lb. per sq. ft. for other floors.
Lift (2) Not to overload the lifts in the said building in excess of
capacity their maximum capacity and to be responsible for any damage
caused by any breach thereof.
Furnace, (3) Not to install any furnace, boiler, compressors, generators
boiler or other plant or equipment in the said premises or use any
etc. fuel that might in any circumstance produce smoke without
first obtaining permission in writing from the Commissioner
of Labour.
Instal- (4) (a) Not without the previous written consent of the Landlord
lation and to erect install or alter any fixtures partitioning or
alterations other erection or installation in the said premises or
any part thereof or without the like consent to make or
permit or suffer to be made alterations in or additions
to the electrical/gas wiring/piping and installations or
to install or permit or suffer to be installed any
equipment apparatus or machinery which imposes a weight
on any part of the flooring in excess of that for which
it is designed or which requires any additional
electrical/gas mains wiring/piping or which consumes
electricity/gas not metered through the Tenant's separate
meter. The Landlord
11.
shall be entitled to prescribe the maximum weight and
permitted location of safes and other heavy equipment and
to require that the same stand on supports of such
dimensions and material to distribute the weight as the
Landlord may deem necessary.
(b) In carrying out any approved work hereunder the Tenant
shall and shall cause its servants agents contractors and
workmen to co-operate fully with the Landlord and all
servants agents contractors and workmen of the Landlord
and with other tenants or contractors carrying out any
work on the said building. The Tenant its servants agents
contractors and workmen shall obey and comply with all
instructions and directions which may be given by the
Landlord's Architect or other authorised representative
in connection with the carrying out of such work.
(c) In carrying out any work to the electrical or gas
installation and/or wiring and piping the Tenant shall
use only a contractor previously approved by the Landlord
in writing for the purpose.
Injury (5) Not without the previous written consent of the Landlord to
to main cut maim injure drill into mark or deface or permit or suffer
walls to be cut maimed injured drilled into marked or defaced any
doors windows walls beams structural members or any part of
the fabric of the said premises or any of the plumbing or
sanitary or installations included therein.
12.
Damage (6) Not without the previous written consent of the Landlord to
to walls lay or use any floor covering or do anything which may damage
ceilings or penetrate the existing flooring floor screed slab.
and floors
Damage (7) Not to damage injure or deface any part of the fabric or
to decorative features of the common areas stairs and lifts of
Common the said building including any trees plants or shrubs
Areas therein or thereabout.
Locks (8) Not without the previous written consent of the Landlord to
alter the existing locks bolts and fittings on the entrance
doors to the said premises nor to install any additional
locks bolts or fittings thereon. The Landlord is entitled to
keep duplicate keys to the entrance doors of the said
premises.
Damage (9) Not to install any supports or erect any iron brackets on any
to part of the exterior walls of the said building for any
exterior purpose including the installation of air-conditioners and
walls or if the Tenant wishes to install any air-conditioners he shall
windows submit all drawings and plans for the previous consent in
writing of the Landlord and ensure that the air-conditioners
are safely installed without damaging any part of or
protruding from the exterior walls or windows of the said
building.
Blinds (10) Not to fix or erect any venetian blinds or sun blinds of any
description to or on the part of the exterior walls of the
said building.
Openings on (11) Not to make any openings on any part of the exterior walls
the exterior of the said building.
walls
Nuisance (12) Not to do or permit or suffer to be done any act or thing
or which may be or become a nuisance or annoyance
annoyance
13.
to the Landlord or to the tenants or occupiers of other
premises in the said building or in any adjoining or
neighbouring building and it is agreed that a persistent
breach by the Tenant of the terms of this Clause shall
amount to a breach of this Agreement justifying the Landlord
exercising its rights of re-entry hereunder.
Noise (13) Not to produce or suffer or permit to be produced at any
time in the said premises any music or noise including sound
produced by broadcasting from Rediffusion television radio or
any other service or by any equipment or instrument capable
of producing or reproducing music or sound so as to
constitute in the opinion of the Landlord (which opinion
shall be conclusive) a nuisance or to give cause for
reasonable complaint from the occupants of any other premises
in the said building or persons using or visiting the same
and it is agreed that a persistent breach by the Tenant of
the terms of this Clause shall amount to a breach of this
Agreement justifying the Landlord exercising its right of
re-entry hereunder.
Signs (14) Not to affix exhibit or paint on any part of the exterior
walls common entrance halls staircases landings lifts or
passages in the said building or in the windows of the said
premises any trade, professional or business signboard notice
or advertisement whatsoever save and except in such space at
the lobby entrances on the ground and upper floors of the
said building as the Landlord shall designate and approve for
such purpose provided that all qraphics
14.
and materials are firstly submitted for Landlord's approval.
User (15) Not to use or permit or suffer the said premises to be used
for any purpose other than for Industrial purpose only and
any change in the use of the said premises must be approved
by the Landlord in writing but in any event the Tenant shall
not carry on any trade or business of an oil refinery or of
paint spraying, dyeing, bleaching, weaving, spinning or
plastic injection moulding.
Illegal (16) Not to use or permit or suffer the said premises to be used
or for any illegal or immoral purpose or for any purpose which
immoral is in contravention of the terms and conditions contained in
use the Crown Lease under which the said premises are held from
the Crown.
Sleeping (17) Not to use or permit or suffer the said premises or any part
or thereof to be used as sleeping quarters or as domestic
domestic premises within the meaning of any landlord and tenant
use legislation for the time being in force nor to allow any
person to remain in the said premises overnight.
Roof and (18) Not to use the roof flat roofs or any store rooms of the
store rooms said building except with the express consent of the
Landlord.
Com- (19) Not to keep or store or permit or suffer to be kept or
bustible stored in the said premises any arms ammunition gun-powder
or salt-petre kerosene or other explosive or combustible
dangerous substance or hazardous goods. Hazardous goods may be stored
goods in specified area with the prior consent of the Landlord
which may be granted or
15.
withheld at its discretion.
Obstruc- (20) Not to encumber or obstruct or permit or suffer to be
tions in encumbered or obstructed with any boxes packaging rubbish or
passages other obstruction of any kind or nature any of the entrances
staircases landings passages lifts lobbies or other parts of
the said building in common use and not to permit the
Tenant's employees to use the same for loitering and the
Landlord shall be entitled without notice and at the Tenant's
expense to remove and dispose of as it sees fit any such
material aforesaid and the Landlord shall not thereby incur
any liability to the Tenant or any other person whomsoever
and the Tenant shall indemnify the Landlord against all
losses claims damages or expenses of and against the Landlord
in respect thereof.
Toilet (21) Not to use or permit or suffer the toilet facilities
facilities provided by the Landlord in the said premises or in the
common areas of the said building to be used for any purpose
other than that for which they are intended and not to throw
or permit or suffer to be thrown therein any foreign
substance of any kind and the Tenant shall pay to the
Landlord on demand the whole expense of any breakage blockage
or damage resulting from a violation of this Clause.
Wiring and (22) Not to lay install affix or attach any wiring cables or
cables in other article or thing in or upon any of the entrances
common areas staircases landings passages lobbies or other parts of the
and from said building in common use nor to erect or hang any wire or
exterior walls aerial wirings from the windows or outside the exterior walls
of the said building.
16.
Prepara- (23) Not to prepare or permit or suffer to be prepared any food
tion of in the said premises with exception of normal and seasonable
food and odours associated from preparing of brewing-related or to
prevention cause or permit any odours which shall in the sole
of odours opinion of the Landlord be offensive or unusual to be
produced upon permeate through or emanate from the said
premises and it is agreed that a persistent breach by the
Tenant of the terms of this clause shall amount to a
breach of this Agreement justifying the Landlord exercising
its right of re-entry.
Food by (24) Not to permit or allow any food or food containers to be
service brought onto or removed from the said premises except by way
entrances of the specified lifts, entrances and exits.
Animals (25) Not to keep or permit or suffer to be kept any animals or
pets and pets inside the said premises and at the Tenant's expense to
infestation take all such steps and precautions as shall be required by
the Landlord to prevent the said premises or any part thereof
from becoming infested by termites rats mice cockroaches or
any other pests or vermin. The Tenant shall employ at the
Tenant's cost such pest extermination contractors as the
Landlord may require and at such intervals as the Landlord
may direct and to the exclusion of all others.
Sub- (26) Not to assign underlet part with the possession of or
letting transfer the said premises or any part thereof or any
assigning interest therein nor permit or suffer any arrangement or
transaction whereby any person who is not a party to this
Agreement obtains the use possession occupation or enjoyment
of the said premises or any part thereof irrespective of
whether any rental or other consideration is given therefor.
The tenancy shall be
17.
personal to the Tenant named in 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:-
(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 tenant) the death
insanity or other disability of that individual to the
intent that no right to use possess occupy or enjoy the
said premises or any part thereof shall vest in the
executors administrators personal representatives next of
kin trustee or committee of any such individual.
(c) In the case of a tenant which is a corporation any
take-over 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.
(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 said
premises or any part thereof or does in fact use possess
occupy or enjoy the same.
(e) The change of the Tenant's business name without
18.
the previous written consent of the Landlord as required by
Section III Clause (22) hereof.
Breach (27) Not to do or permit or suffer to be done any act deed matter
of Crown or thing whatosever which amounts to a breach of any of the
Lease terms and conditions under which the said Lot is held from
the Crown and to indemnify the Landlord against any such
breach.
Breach (28) Not to do or permit or suffer to be done any act deed
of matter or thing whatsoever whereby the insurance on
insurance the said building against loss or damage by fire
policy and/or other insurable perils and/or claims by third parties
for the time being in force may be rendered void or voidable
or whereby the premium thereon may be increased Provided that
if as the result of any act deed matter or thing done
permitted or suffered by the Tenant the premium on any such
policy of insurance shall be increased the Landlord shall be
entitled without prejudice to any other remedy hereunder to
recover from the Tenant the amount of any such increase.
Aerials (29) Not to erect any aerial on the roof or external walls of the
said building except with the prior written consent of the
Landlord.
Parking (30) Not to park in obstruct or otherwise use nor permit any
employee agent or licencee of the Tenant to park in obstruct
or otherwise use those areas of the said building allocated
to the parking other than the car parking space (if any) let
to the Tenant or movement of or access for vehicles or
designated as loading/unloading areas otherwise than in
accordance with the
19.
Regulations from time to time made by the Landlord.
Use of (31) Not without the previous written consent of the Landlord
building to use or permit to be used the name/logo or
name any part of the name/logo of the Landlord or of the said
building or any picture representation or likeness of the
whole or any part of such name/logo or of the said building
or of the said premises in connection with the business or
operations of the Tenant or for any purpose whatsoever other
than to indicate the address and place of business of the
Tenant.
SECTION IV
EXCLUSIONS
The Landlord shall not in any circumstances be liable to the
Tenant or any other person whomsoever:-
Lifts (1) in respect of any loss or damage to person or property
etc. sustained by the Tenant or any such other person caused by or
through or in any way owing to any defect in or breakdown
of the lifts fire and security services equipment
airconditioning plant (if any) and other facilities of
the said building or
Elect- (2) in respect of any loss or damage to person or property
ricity/ sustained by the Tenant or any such other person caused by or
gas/water through or in any way owing to any failure malfunction
supply explosion or suspension of the electricity gas or water
supply to the said building or the said premises or
Fire and (3) in respect of any loss or damage to person or property
overflow of sustained by the Tenant or any such other person caused
water vermin
20.
by or through or in any way owing to fire or the overflow or
leakage of water from anywhere within the said building or
the influx of rain water or sea water into the said building
or the said premises or the activity of rats or other vermin
in the said building or
Security (4) for the security or safekeeping of the said premises or any
persons or contents therein nor shall the rent or management
fee or any part thereof abate or cease to be payable on
account thereof.
SECTION VII
ABATEMENT OF RENT
Abatement If the said premises or any part thereof shall be destroyed or so
damaged by fire typhoon Act of God Force Majeure or other cause
beyond the control of the Landlord and not attributable directly
or indirectly to any act or default of the Tenant as to be
rendered unfit for use and occupation the rent hereby agreed to
be paid or a part thereof proportionate to the damage sustained
shall cease to be payable until the said premises shall have been
restored or reinstated Provided Always that the Landlord shall be
under no obligation to repair or reinstate the said premises if
in its opinion it is not reasonably economical or practicable so
to do and Provided Further that if the whole or substantially the
whole of the said premises shall have been destroyed or rendered
unfit for use and occupation and shall not have been repaired and
reinstated within three months of the occurrence of the
destruction or damage either party shall be entitled at any time
before the same are so
21.
repaired and reinstated to terminate this Agreement by notice in
writing to the other.
SECTION VIII
DEFAULT
It is hereby further expressly agreed and declared as follows:-
Default (1) If the rent or any part thereof shall be unpaid for fifteen
days after the same shall become payable (whether legally or
formally demanded or not) or if the Tenant shall fail or
neglect to observe or perform any of the agreements
stipulations or conditions herein contained and on the
Tenant's part to be observed and performed or if the Tenant
shall become bankrupt or being a corporation shall go into
liquidation or if any petition shall be filed for the winding
up of the Tenant or if the Tenant shall otherwise become
insolvent or make any composition or arrangement with
creditors or shall suffer any execution to be levied on the
said 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 reenter on the said premises or any part
thereof in the name of the whole whereupon this Agreement
shall absolutely cease and determine but without prejudice to
any right of action by the Landlord in respect of any
outstanding breach or non-observance or non-performance of
any of the agreements stipulations and conditions herein
contained and on the Tenant's part to be observed and
performed and to the Landlord's right to deduct all loss and
22.
damage thereby incurred from the deposit paid by the Tenant
in accordance with Section IX hereof and without prejudice
to the Landlord's right of forfeiture thereof.
Exercise (2) A written notice served by the Landlord on the Tenant in
of right 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
physical entry on the part of the Landlord.
Acceptance (3) Acceptance of rent by 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 by the Tenant of any of the agreements
stipulations and conditions herein contained and on the
Tenant's part to be observed and performed.
Acts of (4) For the purposes of these presents any act default neglect or
contractors omission of any contractor servant agent customer or licencee
servants (as hereinbefore defined) of the Tenant shall be deemed to be
agents the act default neglect or omission of the Tenant.
licensees
customers
Distraint (5) For the purposes of distress for rent in terms of Part III of
the Landlord and Tenant (Consolidation) Ordinance (Cap.7) or
any statutory modification or re-enactment for the time
being in force and of these presents the rent payable in
respect of the said premises shall be and be deemed to be in
arrears if not paid in advance at the times and in manner
hereinbefore provided for payment thereof.
23.
SECTION IX
DEPOSIT
Deposit (1) The Tenant shall on the signing hereof deposit or/and
the tenancy agreement for the renewed term (as the
case may) with the Landlord the sum specified in Part
VI of the First Schedule hereto to secure the due
observance and performance by the Tenant of the
agreements stipulations and conditions herein
contained and on the Tenant's part to be observed and
performed. The said deposit shall be retained by the
Landlord throughout the said term free of any
interest to the Tenant and in the event of any breach
or non-observance or non-performance by the Tenant
of any of the agreements stipulations or conditions
aforesaid the Landlord shall be entitled to terminate
this Agreement in which event the said deposit may be
forfeited to the Landlord by way of liquidated
damages. Notwithstanding the foregoing the Landlord
may in any such event at its option elect not to
terminate this Agreement but to deduct from the
deposit the amount of any monetary lose incurred by
the Landlord in consequence of the breach
non-observance or non-performance by the Tenant in
which event the Tenant shall as a condition precedent
to the continuation of the tenancy deposit with the
Landlord the amount so deducted and if the Tenant
shall fail so to do the Landlord shall forthwith be
entitled to re-enter on the said premises or any part
thereof in the name of the whole and to determine
this Agreement in which event the deposit may be
forfeited to the Landlord as hereinbefore provided.
24.
Repayment (2) Subject as aforesaid the said deposit shall be
of deposit refunded to the Tenant by the Landlord without
interest within thirty days after the expiration of
this Agreement and the delivery of vacant possession
to the Landlord or within thirty days of the
settlement of the last outstanding claim by the
Landlord against the Tenant in respect of any breach
non-observance or non-performance of any of the
agreements stipulations or conditions herein
contained and on the part of the Tenant to be
observed and performed whichever is the later.
SECTION X
REGULATIONS
Intro- (1) The Landlord shall have power from time to time to
duction make, revoke and amend Rules regulating the use
of operation and maintenance of the said building and
Regulations the land on which it is constructed and any of the
structures, facilities, services or amenities thereof
including the lifts and the parking, waiting loading
and unloading areas and the conduct of persons
occupying using or visiting the same and such Rules
shall be binding on all tenant and occupiers of the
said Building, their licensees, invitees, servants or
agents. A copy of the Rules from time to time in
force shall be supplied to each tenant on request
free of charge.
Conflict (2) Such Regulations shall be supplementary to the terms
and conditions contained in this Agreement and shall
not in any way derogate from such terms and
conditions. In the event of conflict between such
Regulations and the terms and conditions of this
Agreement the terms
25.
and conditions of this Agreement shall prevail.
SECTION XI
INTERPRETATION AND MISCELLANEOUS
Marginal (1) The marginal notes headings and index are intended
notes for guidance only and do not form part of this
headings Agreement nor shall any of the provisions of this
and index Agreement be construed or interpreted by reference
thereto or in any way affected or limited thereby.
Use of (2) The specified lifts as installed in the said building
Lifts shall be permitted for use by the Tenant under the
instructions imposed by the Landlord at all
reasonable times only. Should the Tenant fail to
observe the instructions as imposed by the Landlord,
he shall not be allowed to use the said lifts. The
Tenant shall indemnify the Landlord for all damage
done to the said lifts due to the mis-use by the
Tenant of the said lifts.
Fire (3) All fire-fighting equipment as installed in the said
fighting Premises shall be and remain the property of the
equipment Landlord and the Tenant shall take due care thereof
and in particular the Tenant shall not allow such
equipment to be moved to any other position.
Con- (4) No condoning excusing or overlooking by the Landlord
donation of any default breach or non-observance or
not a non-performance by the Tenant at any time or times of
waiver any of the Tenant's obligations herein contained
shall operate as a waiver of the Landlord's rights
hereunder in respect of any continuing or subsequent
default breach or non-observance or non-performance
or so as to defeat or
26.
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 particular matter to which it
relates and in no way shall be considered as a 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 the future unless expressly so provided.
Letting (5) During the six months immediately preceding the
notices expiration of the said term the Landlord shall be at
liberty to affix and maintain without interference
upon any external part of the said premises a notice
stating that the said premises are to be let and such
other information in connection therewith as the
Landlord shall reasonably require.
Service (6) Any notice required to be served hereunder shall if
of to be served on the Tenant be sufficiently served if
notices addressed to the Tenant and sent by prepaid post to
or delivered at the said premises 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 address
given in Part 1 of the Schedule hereto or any other
address which the
27.
Landlord may notify to the Tenant from time to time.
No fine (7) The Tenant acknowledges that no fine premium key
money or other consideration has been paid by the
Tenant to the Landlord for the grant of this tenancy.
Exclusion (8) This Agreement sets out the full agreement reached
of between the parties and no other representations have
warranties been made or warranties given relating to the
Landlord or the Tenant or the said building or the
said premises and if any such representation or
warranty has been made given or implied the same is
hereby waived.
Name of (9) The Landlord reserves the right to name the said
building building with any such name or style as it in its
sole discretion may determine and at any time and
from time to time to change alter substitute or
abandon any such name and without compensation to the
Tenant provided that the Landlord shall give the
Tenant and the Postal and other relevant Government
Authorities not less than three months notice of its
intention so to do.
Gender (10) Unless the context otherwise requires words herein
importing the masculine gender shall include the
feminine and neuter and words herein in the singular
shall include the plural and vice versa.
Stamp (11) The costs for and incidental to the preparation and
Duty signing of this Agreement together with all stamp
and duties payable under the Stamp Duty Ordinance and all
costs other expenses in connection therewith shall be borne
by the Landlord and the Tenant in equal shares.
Should the Tenant instruct another firm of solicitors
in connection with the Tenancy Agreement, then the
Tenant
28.
will pay its own solicitors' costs but the Landlord's
solicitors' costs shall be borne and paid by the
Landlord and the Tenant in equal shares.
AS WITNESS the hands of the parties hereto the day
and year first above written.
29.
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
LANDLORD : PING PING INVESTMENT COMPANY LIMITED whose
registered office is situate at C2, First Floor,
Vita Tower, 29 Wong Chuk Hang Road, Hong Kong.
PART II
TENANT : SOUTH CHINA BREWING COMPANY LIMITED ([CHINESE
LANGUAGE CHARACTERS]) whose registered office is
situate at 11th Floor, Tower II, The Gateway,
25-27 Canton Road, Kowloon, Hong Kong.
PART III
TERM : Three years from 1st day of October 1994 to 30th
day of September 1997.
The Tenant shall have an option to renew the tenancy hereby
granted for two further terms, each consists of three years
from the expiration of the term hereby created on the same
terms and conditions contained in this Agreement and at the
rental calculated in accordance with Part IV of this First
Schedule save and except the rent-free period hereby granted
and this clause for option in the second renewal of the tenancy
Provided That the Tenant shall be required to give to the
Landlord not less than 6 months' prior notice in writing before
the expiration of the term hereby granted of such desire to
renew and if the Tenant shall have paid the rents hereby
reserved and shall have performed all terms and conditions
herein contained on the part of the Tenant to be observed and
performed up to the termination of the tenancy hereby created.
30.
PART IV
RENT : ,
Period Rent per calendar month (exclusive
of rates and management fee)
(1) The term of Three DOLLARS THIRTY FOUR THOUSAND ONLY
YEARS hereby granted ($34,000.00)
(2) The renewed terms of The rental for each renewed term
Three Years and Three shall be agreed between the parties
Years hereto after the Tenant has given
to the Landlord notice of intention
to renew or failing agreement the
rental for the renewed term shall
be settled by a single valuer to be
agreed between the parties or in
default of agreement to be
appointed at the request of either
party by the Chairman for the time
being of the Hong Kong Institute of
Surveyors it being further agreed
and declared between the parties
hereto that it is their intention
that the rental for the said
renewed terms of three years, and
three years shall be in accordance
with the then current open market
rates for comparable accommodation
in the same area and that in the
event of valuation, the valuer
shall have regard to the level of
rents at the date of valuation and
31.
also the level which may reasonably
be expected to be charged for
comparable accommodation in the
same area for similar duration but
in any event the rental for the
first renewed term of three years
shall not be less than Dollars
THIRTY FOUR THOUSAND per month and
the rental for the second renewed
term of three years shall not be
less than the rental for the first
renewed term exclusive of rates and
management fees. It is expressly
declared and agreed by both parties
that the valuer shall under no
circumstance be considered as an
arbitrator and that the Arbitration
Ordinance, Cap. 341 shall not apply
to such valuation aforesaid. It is
further agreed between the parties
that the decision of the valuer as
to the rental for the renewed terms
shall be final and binding on the
parties and that the cost of such
valuation shall be borne by them in
equal shares.
Rent shall be paid in advance without any deduction and set
off whatsoever on the 1st day of each and every calendar
month. When the term of tenancy does not commence on the 1st
day of the month, the Landlord may at any time during the said
term require
32.
the Tenant to pay rent for a particular month on a pro-rata
basis, namely, from the commencement day to the end of the
month and thereafter the Tenant shall pay rent for each
calendar month (including the last month of the said term also
on a pro-rata basis) on the 1st day of each such calendar
month.
(3) Rent Free Period
The first one month from the commencement date, namely, from
1st October 1994 to 31st October 1994, both days inclusive
shall be rent free. During the Rent Free Period the Tenant
shall pay and discharge punctually rates, management fee and
all other outgoings now or at any time hereafter chargeable in
respect of the said premises.
PART V
MANAGEMENT FEE
(l) Subject to (2) below the management fee throughout
the said term shall be DOLLARS TWO THOUSAND FIVE
HUNDRED AND FORTY NINE ONLY ($2,549.00) per calendar
month.
(2) If at any time during the term of the tenancy hereby
granted the cost of management shall have risen by
10% or more over cost prevailing at the beginning of
such period, the Landlord shall be entitled to serve
a notice on the Tenant increasing the management fee
by a percentage equivalent to the percentage of
increase in cost in management and thereafter the
Tenant shall pay the new management fee stipulated
in the said notice and further the management fee
for the succeeding period (if any) shall be
increased (if necessary) so as not to be less than
the management fee prevailing
33.
on the expiration of the preceding period. When any
notice of increase shall be sent by the Landlord to
the Tenant, the notice shall be accompanied by an
explanatory memorandum but the Landlord's assessment
of the appropriate increase shall be conclusive.
PART VI
DEPOSIT
Amount of Deposit referred to in Clause (l) of Section IX:=
DOLLARS SEVENTY THREE THOUSAND AND NINETY EIGHT ONLY
($73,098.00).
Deposit for the renewed terms of three years and three years:-
Two months' Rental and Management fee for the renewed terms.
34.
THE SECOND SCHEDULE ABOVE REFERRED TO
ALL THAT PORTION A1 on the FIRST FLOOR of VITA TOWER
as shown and coloured Pink on the Plan annexed hereto erected on
All That piece or parcel of ground situate, lying and being at
Aberdeen Hong Kong and registered in the Land Registry as
Aberdeen Inland Lot No.151.
SIGNED by Mr. Lo Kwee Seong )
Director ) for and on behalf of
Ping Ping Investment Co, Ltd.) PING PING INVESTMENT COMPANY LIMITED
for and on behalf of the ) [CHINESE LANGUAGE CHARACTERS]
Landlord whose signature is )
verified by:- ) [SIGNATURE]
...................................
Director
LEE SAK HUNG TOBY
Estate Manager
SIGNED BY )
)
)
)
)
for and on behalf of the )
Tenant in the presence of:- )
)
LEE SAK HUNG TOBY
35.
R E C E I V E D on the day and year first )
above written of and from the Tenant the sum of )
DOLLARS SEVENTY THREE THOUSAND AND NINETY EIGHT ONLY ) $73,098.00
being the deposit money above expressed to be paid )
by the Tenant to the Landlord.
VERIFYING THE SIGNATURE:=
for and on behalf of
PING PING INVESTMENT COMPANY LIMITED
[CHINESE LANGUAGE CHARACTERS]
[SIGNATURE]
...................................
Director
LEE SAK HUNG TOBY
36.
[BLOCK PLAN]
[FLOOR PLAN]
[SIGNATURE]
1 st FLOOR PLAN SCALE 1:400 W. SZETO & PARTNERS
A.I.L. 151 WONG CHUK HANG ROAD ARCHITECTS & ENGINEERS
HONG KONG 1 HYSAN AVENUE
HONG KONG
To: Ping Ping Investment Co. Ltd.
Re : 7 A2 Vita Tower,
29 Wong Chuk Hang Road, Hong Kong
We refer to the joint handover inspection of the captioned
premises on 26th April, 1995 between our Mr. David Haines and
your Mr. Toby Lee. We confirm that we have obtained vacant
possession of the above premises on 26th April, 1995 prior to
the commencement of tenancy. By virtue of this, we hereby
agreed to comply with all terms and conditions as stipulated
in the Tenancy Agreement and shall be responsible and liable
for any damages caused within the premises during the period
from 26th April, 1995 to 30th April, 1995.
The reading of meters are as follows:
Electricity: NIL
Water: To be shared
with all Unit at 7/F
We further acknowledge receipt of 1 set(s) of 3 key(s) giving
access to the premises.
For and on behalf of
South China Brewing Co. Ltd.
[SIGNATURE]
Date: 26th April, 1995
DATED the day of 1996.
PING PING INVESTMENT COMPANY LIMITED
and
SOUTH CHINA BREWING COMPANY LIMITED
----------------------------------------------------------
TENANCY AGREEMENT
----------------------------------------------------------
REGISTERED in the Land Registry by
Memorial No. on
for Land Registrar.
----------------------------------------------------------
LO AND LO,
SOLICITORS &c.,
HONG KONG.
----------------------------------------------------------
LM:PL:CCY:31750 [LYN79-2356]
AN AGREEMENT made the day of One
thousand nine hundred and ninety-six
Parties BETWEEN the Landlord whose name address or registered office
and description are set out in Part I of the First Schedule
hereto (hereinafter called "the Landlord") of the one part and
the Tenant whose name address or registered office and
description are set out in Part II of the First Schedule
hereto (hereinafter called "the Tenant") of the other part
WHEREBY IT IS HEREBY MUTUALLY AGREED by and between the said
parties hereto as follows:
SECTION I
THE PREMISES AND THE TERM
Premises The Landlord shall let and the Tenant shall take all
that Portion on an "as is" basis (which Portion shall
hereinafter called "the said premises") of the Building
(hereinafter called "the said building") more particularly set
out in the Second Schedule hereto TOGETHER with (a) a right of
way for the Tenant his servants and agents (in common with the
Landlord and all other having the like right) from time to
time to pass and repass over and along the entrance halls,
staircases and landings erected in the said building and (b)
the right (in common as aforesaid) to use the specified lifts
installed in the said building whenever the same shall be
operating for the purpose of access to and egress from the
said premises and (c) the right for the Tenant his servants
and agents (in common as aforesaid) to use the specified
loading and unloading bays on the ground floor of the said
building for the loading and unloading of his vehicle or
vehicles provided always that the Tenant shall not park his
vehicles thereon or permit his vehicles to remain thereon
except when actually engaged in loading or unloading goods and
FOR THE TERM set out in Part III of the First Schedule hereto
at the rent and management fee respectively set out in Parts
IV and V of the First Schedule hereto and the first of such
payments to be paid on the signing of this Agreement.
1.
SECTION II
RENT AND OTHER CHARGES
The Tenant hereby agrees with the Landlord as follows:-
Rent and (1) To pay the rent and management fee (which are unless
management fee the context otherwise requires hereinafter
collectively included under the term "rent") without
any deduction and set off on the days and in the
manner hereinbefore provided for payment thereof and
in banknotes if so demanded.
Rates, (2) To pay and discharge all rates, taxes, assessments,
Taxes, etc. duties, charges, impositions and outgoings of an
annual or recurring nature now or hereafter to be
assessed, imposed or charged by the Government of
Hong Kong or other lawful authority upon the said
premises or upon the owner or occupier thereof
(Crown Rent and Property Tax excepted).
Gas water and (3) To pay and discharge all charges for gas, water and
electricity electricity consumed in the said premises including
charges charges for the running of any air-conditioning
units installed therein and operated from the
Tenant's own metered electricity supply and to make
all necessary deposits for the supply of electricity
gas and water to the said premises when required,
and to comply with all requirements of the
electricity gas and water authorities or suppliers
(including rewiring the said premises if so
required).
Interest (4) The Landlord shall have the right without prejudice
to any other right or remedy hereunder to charge
interest at four per cent over the best lending rate
from time to time of The Hongkong and Shanghai
Banking Corporation Limited in respect of any
payments to be made to the Landlord under Clauses
(1) (2) and (3) of this section as shall be more
than 14 days in arrears and such interest shall be
payable from the date upon which such payment in
arrears fell due and not fourteen days thereafter.
2.
SECTION III
TENANT'S OTHER OBLIGATIONS
The Tenant hereby agrees with the Landlord as follows:-
Good repair (1) To constantly maintain and keep the whole of the
of the interior of the said premises and every part thereof
interior in proper and tenantable repair and condition
including all fixtures and fittings therein.
Inspection (2) To permit the Landlord and all persons authorised by
it at all reasonable times to enter into the said
premises to inspect the condition thereof and to
give or leave notice in writing upon the said
premises for the Tenant of all defects and want of
repair there found and for which the Tenant shall be
liable hereunder and within one month after every
such notice well and sufficiently to repair and make
good such defects and want of repair whereof any
such notice shall have been so given or left.
Entry by (3) To permit the Landlord and its duly authorised
Landlord to agents workmen and others appointed by it at all
effect work reasonable times during the said term (but upon
previous written notice save in cases of emergency)
to enter into and upon the said premises and to
execute any works of renewal cleansing alteration or
repair to any adjacent or neighbouring premises or
to the building of which the said premises form
part, and so far as any defects remedied or works
done by the Landlord may be included in the Tenant's
liabilities hereunder then the costs thereof shall
be a debt due from the Tenant to the Landlord and be
forthwith recoverable by action PROVIDED that the
Landlord shall make good the damage to the said
premises caused by such work as aforesaid.
Replacement (4) To replace any broken or damaged window and glass or
of windows otherwise reimburse the Landlord for the cost of
replacing all broken and damaged windows and glass
whether or not the same be broken or damaged by the
negligence of the Tenant.
3.
Repair of (5) To repair or replace any electrical installation or
electrical wiring or any gas installation or piping of
and gas the Tenant if the same becomes dangerous or unsafe
installations or if so reasonably required by the Landlord or by
the relevant utility company and in so doing the
Tenant shall obtain the Landlord's approval
concerning such work to be carried out for that
purpose. The Tenant shall permit the Landlord or its
agents to test the Tenant's wiring or the Tenant's
gas installation and piping in the said premises at
any time upon request being made.
Alterations (6) To submit plans and details of any alteration in or
additions to the said premises for the approval of
the Landlord prior to any work being carried out.
Machineries (7) To mount and equip his machinery particularly
machinery with horizontal reciprocating action and
every part thereof with antivibration absorbers and
anti-dumping absorbers of such types and designs as
first approved of in writing by the Landlord's
architect and/or engineer and shall comply with all
directions or orders of the Landlord for eliminating
and reducing vibrations and dumping produced by the
operation and running of any of the machinery
installed at the said premises. And to cushion
machinery placed on or affixed to the said premises
and to submit drawings and details of such work for
approval by the Landlord.
Workers (8) To restrict the number of workers working or staying
in the said premises in accordance with Government
Requlations.
Good repair (9) To keep the sanitary and water apparatus used
of sanitary exclusively by the Tenant and its servants agents
and water licencees and customers in good clean and tenantable
apparatus repair and condition to the satisfaction of the
Landlord and in accordance with the regulations or
byelaws of all Public Health and other Government
Authorities concerned.
4.
Cleaning (10) To pay to the Landlord on demand all costs incurred
of drains by the Landlord in cleansing clearing repairing or
replacing 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 licencee or customer of the
Tenant and to indemnify the Landlord against any
cost claim or damage caused by or arising therefrom.
Indemnity and (11) To be wholly responsible for and to indemnify the
insurance Landlord against any loss damage or injury caused to
against loss/ any person whomsoever or any property whatsoever
damage from whether directly or indirectly through the defective
interior or damaged condition of any part of the interior of
defects the said premises or any fittings fixtures wiring or
piping therein for the repair of which the Tenant is
responsible hereunder or through or in any way owing
to the spread of fire or smoke or the leakage or
overflow of water including storm or rain water from
the said premises or any part thereof or through the
act default or neglect of the Tenant its servants
agents licencees or customers and for the better
observance of this Clause to permit the Landlord at
the Tenant's expense to effect insurance cover in
respect of such risks with a reputable insurance
company to the satisfaction of the Landlord. The
policy of such insurance shall be in the name of the
Tenant and endorsed to show the Landlord as
registered owner of the said building and shall be
in such amount as the Landlord shall from time to
time stipulate and 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
written consent of the Landlord.
Protection (12) To take all reasonable precautions to protect the
from typhoons interior of the said premises against damage by
storm typhoon heavy rainfall or the like and in
particular to ensure that all exterior doors and
windows are securely fastened upon the threat of
such adverse
5.
weather conditions.
Inform (13) To give notice in writing to the Landlord or its
Landlord agent of any damage that may be suffered to the said
of damage premises or to persons thereon and of any accident
to or defects in the water pipes gas pipes
electrical wiring or other facilities provided by
the Landlord.
Directory (14) To pay the Landlord immediately upon demand the cost
boards of affixing repairing altering or replacing as
necessary the Tenant's name on the directory boards
(if any) provided by the Landlord.
Viewing (15) To allow at all reasonable times within three
calendar months immediately preceding the expiration
of the said term prospective tenants or occupiers to
inspect the said premises and allow the Landlord to
exhibit where the Landlord shall think fit a notice
indicating that the said premises are to become
vacant which notice the Tenant shall not conceal.
Regulations (16) To obey and comply with such Regulations as may from
time to time be adopted by the Landlord in
accordance with the provisions hereinafter
contained.
Contractors (17) To be responsible to the Landlord for the acts
servants neglects omissions and defaults of all contractors
agents servants agents licencees and customers of the
licencees Tenant as if they were the acts neglects omissions
customers and defaults of the Tenant himself and for the
purposes of this Agreement "licencee" shall include
any persons present in using or visiting the said
premises with the consent of the Tenant express or
implied.
Service (18) To load and unload goods only at such times during
entrances normal business hours and through such service
and lifts entrances and by such service lifts as shall be
designated by the Landlord for this purpose from
time to time.
6.
Refuse and (19) To be responsible for the removal of garbage and
garbage refuse from the said premises to such location as
removal shall be specified by the Landlord from time to time
and to use only that type of refuse container as is
specified by the Landlord from time to time. In the
event of the Landlord providing a collection service
for garbage and refuse 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.
Uniform (20) To co-operate with the Landlord to maintain a
external uniform external appearance for the said building
appearance and shall not use or install anything in the inside
of the said premises which affects the external
appearance from the outside. In particular, but
without in any way limiting the foregoing, no
flag-pole may be erected and no flag or similar item
shall be flown or displayed from windows or from
elsewhere in or upon the said building.
Yield up (21) To quietly yield up the said premises together with
premises and all fixtures fittings and additions therein and
handover thereto at the expiration or sooner determination of
this tenancy in good clean and tenantable repair and
condition notwithstanding any rule of law or equity
to the contrary PROVIDED THAT all personal property
trade fixtures and fittings and additions therein
and thereto of the Tenant of a nonstructural nature
shall if so required by the Landlord be removed by
and at the expense of the Tenant at the expiration
or sooner determination of this tenancy and in such
event the Tenant shall make good all damage caused
by such removal AND thereupon to surrender to the
Landlord all keys giving access to all parts of the
said premises held by the Tenant and to permit the
Landlord to remove at the Tenant's expense all
lettering and characters from the directory boards
and from all the doors walls or windows of the said
premises and to make good any damage caused by such
removal.
7.
Change of (22) To obtain the Landlord's consent if the Tenant
name wishes to change the business name and the Landlord
shall have the absolute discretion to give or
withhold such consent.
SECTION IV
LANDLORD'S OBLIGATIONS
The Landlord agrees with the Tenant as follows:-
Quiet (1) That the Tenant paying the rent hereby reserved and
enjoyment performing and observing the agreements by the
Tenant hereinbefore contained may peaceable hold and
enjoy the said premises during the said period
without any interruption by the Landlord or any
person lawfully claiming through or under it.
Crown Rent (2) To pay the Crown rent and property tax which are now
or may hereafter during the said period be imposed
by Government upon the said premises.
Roof and (3) To maintain and keep the main structure and roof of
main the said building and every part of such main
structure structure in proper and tenantable repair and
condition.
Facilities (4) To keep the said lifts in good repair and in working
condition.
Pumps (5) To maintain the electric pumps for supplying
flushing water to the said building in good
condition.
Staircases (6) To keep the staircases and landings and other common
portions of the said building in a clean and
sanitary condition.
Lighting (7) To pay all charges in respect of electricity
consumed by the said lifts, the electric pumps and
lighting in the staircases and landings and other
common portions of the said building. Provided
always that the Landlord shall in no case be
responsible for failure
8.
of the said lifts, the electric pumps and/or
lighting for any reason whatsoever including
negligent or wrongful acts or omissions by
independent contractors or other causes beyond the
Landlord's control or for any damage whatsoever
caused thereby and that, in the event of such
failure the Tenant cannot claim rental abatement or
reduction.
Directory (8) To supply Directory Boards and to allot space
Board thereon for the Tenant's name to be affixed in such
uniform lettering or characters as shall be
designated by the Landlord.
SECTION V
RESTRICTIONS AND PROHIBITIONS
The Tenant hereby agrees with the Landlord as follows:-
Floor (1) Not to store or place any goods machinery or other
loading things on or in any part of the said premises which
impose a loading exceeding 200 lb. per sq. ft. for
first and second floors and 150 lb. per sq. ft. for
other floors.
Lift (2) Not to overload the lifts in the said building in
capacity excess of their maximum capacity and to be
responsible for any damage caused by any breach
thereof.
Furnace, (3) Not to install any furnace, boiler, compressors,
boiler etc. generators or other plant or equipment in the said
premises or use any fuel that might in any
circumstance produce smoke without first obtaining
permission in writing from the Commissioner of
Labour.
Installation (4) (a) Not without the previous written consent of the
and alterations Landlord to erect install or alter any
fixtures partitioning or other erection or
installation in the said premises or any part
thereof or without the like consent to make or
permit or suffer to be made alterations in or
additions to the
9.
electrical/gas wiring/piping and installations
or to install or permit or suffer to be
installed any equipment apparatus or machinery
which imposes a weight on any part of the
flooring in excess of that for which it is
designed or which requires any additional
electrical/gas mains wiring/piping or which
consumes electricity/gas not metered through
the Tenant's separate meter. The Landlord shall
be entitled to prescribe the maximum weight and
permitted location of safes and other heavy
equipment and to require that the same stand on
supports of such dimensions and material to
distribute the weight as the Landlord may deem
necessary.
(b) In carrying out any approved work hereunder the
Tenant shall and shall cause its servants
agents contractors and workmen to co-operate
fully with the Landlord and all servants agents
contractors and workmen of the Landlord and
with other tenants or contractors carrying out
any work on the said building. The Tenant its
servants agents contractors and workmen shall
obey and comply with all instructions and
directions which may be given by the Landlord's
Architect or other authorised representative in
connection with the carrying out of such work.
(c) In carrying out any work to the electrical or
gas installation and/or wiring and piping the
Tenant shall use only a contractor previously
approved by the Landlord in writing for the
purpose.
Injury to (5) Not without the previous written consent of the
main walls Landlord to cut maim injure drill into mark or
deface or permit or suffer to be cut maimed injured
drilled into marked or defaced any doors windows
walls beams structural members or any part of the
fabric of the said premises or any of the plumbing
or sanitary or installations included therein.
10.
Damage to (6) Not without the previous written consent of the
walls ceilings Landlord to lay or use any floor covering or do
and floors anything which may damage or penetrate the existing
flooring floor screed slab.
Damage to (7) Not to damage injure or deface any part of the
Common Areas fabric or decorative features of the common areas
stairs and lifts of the said building including any
trees plants or shrubs therein or thereabout.
Locks (8) Not without the previous written consent of the
Landlord to alter the existing locks bolts and
fittings on the entrance doors to the said premises
nor to install any additional locks bolts or
fittings thereon. The Landlord is entitled to keep
duplicate keys to the entrance doors of the said
premises.
Damage to (9) Not to install any supports or erect any iron
exterior brackets on any part of the exterior walls of the
walls or said building for any purpose including the
windows installation of air-conditioners and if the Tenant
wishes to install any air-conditioners he shall
submit all drawings and plans for the previous
consent in writing of the Landlord and ensure that
the air-conditioners are safely installed without
damaging any part of or protruding from the exterior
walls or windows of the said building.
Blinds (10) Not to fix or erect any venetian blinds or sun
blinds of any description to or on the part of the
exterior walls of the said building.
Openings on (11) Not to make any openings on any part of the exterior
the exterior walls of the said building.
walls
Nuisance or (12) Not to do or permit or suffer to be done any act or
annoyance thing which may be or become a nuisance or annoyance
to the Landlord or to the tenants or occupiers of
other premises in the said building or in any
adjoining or neighbouring building and it is agreed
that a persistent breach by the Tenant of the terms
of
11.
this Clause shall amount to a breach of this
Agreement justifying the Landlord exercising its
rights of re-entry hereunder.
Noise (13) Not to produce or suffer or permit to be produced at
any time in the said premises any music or noise
including sound produced by broadcasting from
Rediffusion television radio or any other service or
by any equipment or instrument capable of producing
or reproducing music or sound so as to constitute in
the opinion of the Landlord (which opinion shall be
conclusive) a nuisance or to give cause for
reasonable complaint from the occupants of any other
premises in the said building or persons using or
visiting the same and it is agreed that a persistent
breach by the Tenant of the terms of this Clause
shall amount to a breach of this Agreement
justifying the Landlord exercising its right to
re-entry hereunder.
Signs (14) Not to affix exhibit or paint on any part of the
exterior walls common entrance halls staircases
landings lifts or passages in the said building or
in the windows of the said premises any trade,
professional or business signboard notice or
advertisement whatsoever save and except in such
space at the lobby entrances on the ground and upper
floors of the said building as the Landlord shall
designate and approve for such purpose provided that
all graphics and materials are firstly submitted for
Landlord's approval.
User (15) Not to use or permit or suffer the said premises to
be used for any purpose other than for Industrial
purpose only and any change in the use of the said
premises must be approved by the Landlord in writing
but in any event the Tenant shall not carry on any
trade or business of an oil refinery or of paint
spraying, dyeing, bleaching, weaving, spinning or
plastic injection moulding.
12.
Illegal or (16) Not to use or permit or suffer the said premises to
immoral use be used for any illegal or immoral purpose or for
any purpose which is in contravention of the terms
and conditions contained in the Crown Lease under
which the said premises are held from the Crown.
Sleeping or (17) Not to use or permit or suffer the said premises or
domestic use any part thereof to be used as sleeping quarters or
as domestic premises within the meaning of any
landlord and tenant legislation for the time being
in force nor to allow any person to remain in the
said premises overnight.
Roof and (18) Not to use the roof flat roofs or any store rooms of
store rooms the said building except within the express consent
of the Landlord.
Combustible (19) Not to keep or store or permit or suffer to be kept
or dangerous or stored in the said premises any arms ammunition
goods gun-powder salt-petre kerosene or other explosive
or combustible substance or hazardous goods.
Hazardous goods may be stored in specified area with
the prior consent of the Landlord which may be
granted or withheld at its discretion.
Obstructions (20) Not to encumber or obstruct or permit or suffer to
in passages be encumbered or obstructed with any boxes packaging
rubbish or other obstruction of any kind or nature
any of the entrances staircases landings passages
lifts lobbies or other parts of the said building in
common use and not to permit the Tenant's employees
to use the same for loitering and the Landlord shall
be entitled without notice and at the Tenant's
expense to remove and dispose of as it sees fit any
such material aforesaid and the Landlord shall not
thereby incur any liability to the Tenant or any
other person whomsoever and the Tenant shall
indemnify the Landlord against all losses claims
damages or expenses of and against the Landlord in
respect thereof.
13.
Toilet (21) Not to use or permit or suffer the toilet facilities
facilities provided by the Landlord in the said premises or in
the common areas of the said building to be used for
any purpose other than that for which they are
intended and not to throw or permit or suffer to be
thrown therein any foreign substance of any kind and
the Tenant shall pay to the Landlord on demand the
whole expense of any breakage blockage or damage
resulting from a violation of this Clause.
Wiring and (22) Not to lay install affix or attach any wiring cables
cables in or other article or thing in or upon any of the
common areas entrances staircases landings passages lobbies or
and from other parts of the said building in common use nor
exterior walls to erect or hang any wire or aerial wirings from the
windows or outside the exterior walls of the said
building.
Preparation (23) Not to prepare or permit or suffer to be prepared
of food and any food in the said premises or to cause or permit
prevention any odours which shall in the sole opinion of the
of odours Landlord be offensive or unusual to be produced upon
permeate through or emanate from the said premises
and it is agreed that a persistent breach by the
Tenant of the terms of this clause shall amount to a
breach of this Agreement justifying the Landlord
exercising its right of re-entry.
Food by (24) Not to permit or allow any food or food containers
service to be brought onto or removed from the said premises
entrances except by way of the specified lifts, entrances and
exits.
Animals (25) Not to keep or permit or suffer to be kept any
pets and animals or pets inside the said premises and at the
infestation Tenant's expense to take all such steps and
precautions as shall be required by the Landlord to
prevent the said premises or any part thereof from
becoming infested by termites rats mice cockroaches
or any other pests or vermin. The Tenant shall
employ at the Tenant's cost such pest extermination
contractors as the Landlord
14.
may require and at such intervals as the Landlord
may direct and to the exclusion of all others.
Sub-letting (26) Not to assign underlet part with the possession of
assigning or transfer the said premises or any part thereof or
any interest therein nor permit or suffer any
arrangement or transaction whereby any person who is
not a party to this Agreement obtains the use
possession occupation or enjoyment of the said
premises or any part thereof irrespective of whether
any rental or other consideration is given therefor.
The tenancy shall be personal to the Tenant named in
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:-
(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 tenant) the death insanity or
other disability of that individual to the
intent that no right to use possess occupy or
enjoy the said premises or any part thereof
shall vest in the executors administrators
personal representatives next of kin trustee
or committee of any such individual.
(c) In the case of a tenant which is a corporation
any take-over 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.
(d) The giving by the Tenant of a Power of
Attorney or similar authority whereby the
donee of the
15.
Power obtains the right to use possess occupy
or enjoy the said premises or any part
thereof or does in fact use possess occupy or
enjoy the same.
(e) The change of the Tenant's business name
without the previous writing consent of the
Landlord as required by Section III Clause
(22) hereof.
Breach of (27) Not to do or permit or suffer to be done any act
Crown Lease deed matter or thing whatsoever which amounts to a
breach of any of the terms and conditions under
which the said Lot is held from the Crown and to
indemnify the Landlord against any such breach.
Breach of (28) Not to do or permit or suffer to be done any act
insurance deed matter or thing whatsoever whereby the
policy insurance on the said building against loss or
damage by fire and/or other insurable perils and/or
claims by third parties for the time being in force
may be rendered void or voidable or whereby the
premium thereon may be increased Provided that if as
the result of any act deed matter or thing done
permitted or suffered by the Tenant the premium on
any such policy of insurance shall be increased the
Landlord shall be entitled without prejudice to any
other remedy hereunder to recover from the Tenant
the amount of any such increase.
Aerials (29) Not to erect any aerial on the roof or external
walls of the said building except with the prior
written consent of the Landlord.
Parking (30) Not to park in obstruct or otherwise use nor permit
any employee agent or licencee of the Tenant to park
in obstruct or otherwise use those areas of the said
building allocated to the parking other than the car
parking space (if any) let to the Tenant or movement
of or access for vehicles or designated as loading/
unloading areas otherwise than in accordance with
the Regulations from time to time made by the
Landlord.
16.
Use of (31) Not without the previous written consent of the
building Landlord to use or permit to be used the name/logo
name or any part of the name/logo of the Landlord or of
the said building or any picture representation or
likeness of the whole or any part of such name/logo
or of the said building or of the said premises in
connection with the business or operations of the
Tenant or for any purpose whatsoever other than to
indicate the address and place of business of the
Tenant.
SECTION VI
EXCLUSIONS
The Landlord shall not in any circumstances be
liable to the Tenant or any other person
whomsoever:-
Lifts etc. (1) in respect of any loss or damage to person or
property sustained by the Tenant or any such other
person caused by or through or in any way owing to
any defect in or breakdown of the lifts fire and
security services equipment air-conditioning plant
(if any) and other facilities of the said building
or
Electricity/ (2) in respect of any loss or damage to person or
gas/water property sustained by the Tenant or any such other
supply person caused by or through or in any way owing to
any failure malfunction explosion or suspension of
the electricity gas or water supply to the said
building or the said premises or
Fire and (3) in respect of any loss or damage to person or
overflow of property sustained by the Tenant or any such other
water vermin person caused by or through or in any way owing to
fire or the overflow or leakage of water from
anywhere within the said building or the influx of
rain water or sea water into the said building or
the said premises or the activity of rats or other
vermin in the said building or
Security (4) for the security or safekeeping of the said premises
17.
or any persons or contained therein nor shall the
rent or management fee or any part thereof abate or
cease to be payable on account thereof.
SECTION VII
ABATEMENT OF RENT
Abatement If the said premises or any part thereof shall be
destroyed or so damaged by fire typhoon Act of God Force
Majeure or other cause beyond the control of the Landlord
and not attributable directly or indirectly to any act or
default of the Tenant as to be rendered unfit for use and
occupation the rent hereby agreed to be paid or a part
thereof proportionate to the damage sustained shall cease
to be payable until the said premises shall have been
restored or reinstated Provided Always that the Landlord
shall be under no obligation to repair or reinstate the
said premises if in its opinion it is not reasonably
economical or practicable so to do and Provided Further
that if the whole or substantially the whole of the said
premises shall have been destroyed or rendered unfit for
use and occupation and shall not have been repaired and
reinstated within three months of the occurrence of the
destruction or damage either party shall be entitled at
any time before the same are so repaired and reinstated
to terminate this Agreement by notice in writing to the
other.
SECTION VIII
DEFAULT
It is hereby further expressly agreed and declared as
follows:-
Default (1) If the rent or any part thereof shall be unpaid for
fifteen days after the same shall become payable
(whether legally or formally demanded or not) or if
the Tenant shall fail or neglect to observe or
perform any of the agreements stipulations or
conditions herein contained and on the Tenant's part
to be observed and performed or if the Tenant shall
become bankrupt or being a corporation shall go into
18.
liquidation or if any petition shall be filed for
the winding up of the Tenant or if the Tenant shall
otherwise become insolvent or make any composition
or arrangement with creditors or shall suffer any
execution to be levied on the said 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 the said premises or any
part thereof in the name of the whole whereupon this
Agreement shall absolutely cease and determine but
without prejudice to any right of action by the
Landlord in respect of any outstanding breach or
non-observance or non-performance of any of the
agreements stipulations and conditions herein
contained and on the Tenant's part to be observed
and performed and to the Landlord's right to deduct
all loss and damage thereby incurred from the
deposit paid by the Tenant in accordance with
Section IX hereof and without prejudice to the
Landlord's right of forfeiture thereof.
Exercise (2) A written notice served by the Landlord on the
of right 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 physical
entry on the part of the Landlord.
Acceptance (3) Acceptance of rent by 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 by the
Tenant of any of the agreements stipulations and
conditions herein contained and on the Tenant's part
to be observed and performed.
Acts of (4) For the purposes of these presents any act default
contractors neglect or omission of any contractor servant agent
servants agents customer or licencee (as hereinbefore defined) of
licensees the Tenant shall be deemed to be the act default
customers neglect or omission of the Tenant.
19.
Distraint (5) For the purposes of distress for rent in terms of
Part III of the Landlord and Tenant (Consolidation)
Ordinance (Cap.7) or any statutory modification or
re-enactment for the time being in force and of
these presents the rent payable in respect of the
said premises shall be and be deemed to be in
arrears if not paid in advance at the times and in
manner hereinbefore provided for payment thereof.
SECTION IX
DEPOSIT
Deposit (1) The Tenant shall on the signing hereof or/and upon
the signing of the tenancy agreement for the renewed
term (if option shall be exercised by the Tenant
pursuant to the provision of this Agreement) deposit
with the Landlord the sum specified in Part VI of
the First Schedule hereto to secure the due
observance and performance by the Tenant of the
agreements stipulations and conditions herein
contained and on the Tenant's part to be observed
and performed. The said deposit for the term hereby
created shall be retained by the Landlord throughout
the said term free of any interest to the Tenant and
in the event of any breach or non-observance or
non-performance by the Tenant of any of the
agreements stipulations or conditions aforesaid the
Landlord shall be entitled to terminate this
Agreement in which event the said deposit may be
forfeited to the Landlord by way of liquidated
damages. Notwithstanding the foregoing the Landlord
may in any such event at its option elect not to
terminate this Agreement but to deduct from the
deposit the amount of any monetary loss incurred by
the Landlord in consequence of the breach
non-observance or non-performance by the Tenant in
which event the Tenant shall as a condition
precedent to the continuation of the tenancy deposit
with the Landlord the amount so deducted and if the
Tenant shall fail so to do the Landlord shall
forthwith be entitled to re-enter on the said
premises or any part thereof in the name of the
whole and to determine this
20.
Agreement in which event the deposit may be
forfeited to the Landlord as hereinbefore provided.
Repayment (2) Subject as aforesaid the said deposit for the term
of deposit hereby created shall be refunded to the Tenant by
the Landlord without interest within thirty days
after the expiration of this Agreement and the
delivery of vacant possession to the Landlord or
within thirty days of the settlement of the last
outstanding claim by the Landlord against the Tenant
in respect of any breach non-observance or
non-performance of any of the agreements
stipulations or conditions herein contained and on
the part of the Tenant to be observed and performed
whichever is the later.
SECTION X
REGULATIONS
Introduction (1) The Landlord shall have power from time to time to
of Regulations make, revoke and amend Rules regulating the use
operation and maintenance of the said building and
the land on which it is constructed and any of the
structures, facilities, services or amenities
thereof including the lifts and the parking, waiting
loading and unloading areas and the conduct of
persons occupying using or visiting the same and
such Rules shall be binding on all tenant and
occupiers of the said building, their licensees,
invitees, servants or agents. A copy of the Rules
from time to time in force shall be supplied to each
tenant on request free of charge.
Conflict (2) Such Regulations shall be supplementary to the terms
and conditions contained in this Agreement and shall
not in any way derogate from such terms and
conditions. In the event of conflict between such
Regulations and the terms and conditions of this
Agreement the terms and conditions of this Agreement
shall prevail.
21.
SECTION XI
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 nor
headings shall any of the provisions of this Agreement be construed or
and index interpreted by reference thereto or in any way affected or
limited thereby.
Use of Lifts (2) The specified lifts as installed in the said building shall
be permitted for use by the Tenant under the instructions
imposed by the Landlord at all reasonable times only. Should
the Tenant fail to observe the instructions as imposed by the
Landlord, he shall not be allowed to use the said lifts. The
Tenant shall indemnify the Landlord for all damage done to
the said lifts due to the mis-use by the Tenant of the said
lifts.
Fire (3) All fire-fighting equipment as installed in the said premises
fighting shall be and remain the property of the Landlord and the
equipment Tenant shall take due care thereof and in particular the
Tenant shall not allow such equipment to be moved to any
other position.
Condonation (4) No condoning excusing or overlooking by the Landlord of any
not a wavier default breach or non-observance or non-performance by the
Tenant at any time or times of any of the Tenant's
obligations herein contained shall operate as a waiver of the
Landlord's rights hereunder in respect of any continuing or
subsequent default breach or 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 particular
matter to which it relates and in no way shall be considered
as
22.
a 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
the future unless expressly so provided.
Letting (5) During the six months immediately preceding the expiration of
notices the said term the Landlord shall be at liberty to affix and
maintain without interference upon any external part of the
said premises a notice stating that the said premises are to
be let and such other information in connection therewith as
the Landlord shall reasonably require.
Service of (6) Any notice required to be served hereunder shall if to be
notices served on the Tenant be sufficiently served if addressed to
the Tenant and sent by prepaid post to or delivered at the
said premises 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 address given in
Part 1 of the Schedule hereto or any other address which the
Landlord may notify to the Tenant from time to time.
No fine (7) The Tenant acknowledges that no fine premium key money or
other consideration has been paid by the Tenant to the
Landlord for the grant of this tenancy.
Exclusion of (8) This Agreement sets out the full agreement reached between
warranties the parties and no other representations have been made or
warranties given relating to the Landlord or the Tenant or
the said building or the said premises and if any such
representation or warranty has been made given or implied the
same is hereby waived.
Name of (9) The Landlord reserves the right to name the said building
building with any such name or style as it in its sole discretion may
determine and at any time and from time
23.
to time to change alter substitute or abandon any such name
and without compensation to the Tenant provided that the
Landlord shall give the Tenant and the Postal and other
relevant Government Authorities not less than three months
notice of its intention so to do.
Gender (10) Unless the context otherwise requires words herein importing
the masculine gender shall include the feminine and neuter
and words herein in the singular shall include the plural and
vice versa.
Stamp duty (11) The costs for and incidental to the preparation and signing
and costs of this Agreement together with all stamp duties payable
under the Stamp Duty Ordinance and all other expenses in
connection therewith shall be borne by the Landlord and the
Tenant in equal shares. Should the Tenant instruct another
firm of solicitors in connection with the Tenancy Agreement,
then the Tenant will pay its own solicitors' costs but the
Landlord's solicitors' costs shall be borne and paid by the
Landlord and the Tenant in equal shares.
AS WITNESS the hands of the parties hereto the
day and year first above written.
24.
THE FIRST SCHEDULE ABOVE REFERRED TO
PART I
LANDLORD: PING PING INVESTMENT COMPANY LIMITED whose registered
office is situate at Unit C2, 1st Floor, Vita Tower, 29 Wong Chuk
Hang Road, Hong Kong.
PART II
TENANT: SOUTH CHINA BREWING COMPANY LIMITED whose registered
office is situate at Unit Al, 1st Floor, Vita Tower, 29 Wong Chuk
Hang Road, Aberdeen, Hong Kong.
PART III
TERM: Three years from the 1st day of May 1995 to the 30th day of
April 1998.
The Tenant shall have an option to renew the tenancy hereby granted for a
further term of two years from the expiration of the term hereby created on the
same terms and conditions contained in this Agreement and at the rental
calculated in accordance with Part IV of this First Schedule save and except
this clause for option and the rent-free period hereby granted Provided That the
Tenant shall be required to give to the Landlord not less than 6 months' prior
notice in writing before the expiration of the term hereby granted of such
desire to renew and if the Tenant shall have paid the rents hereby reserved and
shall have performed all terms and conditions herein contained on the part of
the Tenant to be observed and performed up to the termination of the tenancy
hereby created.
25.
PART IV
RENT:
Rent per calendar month (exclusive of rates and management
fee and other incidental outgoings payable on the said
Period premises)
- ------ --------------------------------------------------------
(1) The term of three DOLLARS SEVENTEEN THOUSAND AND FIVE HUNDRED ($17,500.00)
years hereby
granted
(2) The renewed term The rental for the renewed term shall be agreed between
of two years the parties hereto after the Tenant has given to the
Landlord notice of intention to renew or failing
agreement the rental for the renewed term shall be
settled by a single valuer to be agreed between the
parties or in default of agreement to be appointed at the
request of either party by the Chairman for the time
being of the Hong Kong Institute of Surveyors it being
further agreed and declared between the parties hereto
that it is their intention that the rental for the said
renewed term of two years shall be in accordance with the
then current open market rates for comparable
accommodation in the same area and that in the event of
valuation, the valuer shall have regard to the level of
rents at the date of valuation and also the level which
may reasonably be expected to be charged for comparable
accommodation in the same area for similar duration but
in any event the rental for the
26.
said renewed term of two years shall not be less than
Dollars Seventeen Thousand And Five Hundred Only per
month exclusive of rates and management fees. It is
expressly declared and agreed by both parties that the
valuer shall under no circumstance be considered as an
arbitrator and that the Arbitration Ordinance, Cap.341
shall not apply to such valuation aforesaid. It is
further agreed between the parties that the decision of
the valuer as to the rental for the renewed term shall be
final and binding on the parties and that the cost of
such valuation shall be borne by them in equal
shares.
(3) Rent Free Period
The first 15 days from the commencement date, namely, from 1st May 1995 to
15th May 1995 both days inclusive shall be rent free. During the Rent Free
Period the Tenant shall pay and discharge punctually rates, management fee
and all other outgoings now or at any time hereafter chargeable in respect
of the said premises.
Rent shall be paid in advance without any deduction and set off whatsoever
(whether legal or equitable) on the 1st day of each and every calendar month.
When the term of tenancy does not commence on the 1st day of the month, the
Landlord may at any time during the said term require the Tenant to pay rent for
a particular month on a pro-rata basis, namely, from the commencement day to the
end of the month, and thereafter the Tenant shall pay rent for each calendar
month (including the last month of the said term also on a pro-rata basis) on
the 1st day of each such calendar month.
27.
PART V
MANAGEMENT FEE
(1) Subject to (2) below the management fee throughout the said term shall
be DOLLARS ONE THOUSAND FIVE HUNDRED AND EIGHTY TWO ($1,582.00) per
calendar month.
(2) If at any time during the term of the tenancy hereby granted the cost
of management shall have risen by 10% or more over cost prevailing at
the beginning of such period, the Landlord shall be entitled to serve
a notice on the Tenant increasing the management fee by a percentage
equivalent to the percentage of increase in cost in management and
thereafter the Tenant shall pay the new management fee stipulated in
the said notice and further the management fee for the succeeding
period (if any) shall be increased (if necessary) so as not to be less
than the management fee prevailing on the expiration of the preceding
period. When any notice of increase shall be sent by the Landlord to
the Tenant, the notice shall be accompanied by an explanatory
memorandum but the Landlord's assessment of the appropriate increase
shall be conclusive.
PART VI
DEPOSIT
Amount of Deposit referred to in Clause (1) of Section IX:- DOLLARS THIRTY
EIGHT THOUSAND ONE HUNDRED AND SIXTY FOUR ($38,164.00).
Deposit for the renewed term of two years:-
Two months' Rental and Management fee for the renewed term.
28.
THE SECOND SCHEDULE ABOVE REFERRED TO
ALL THAT UNIT A2 on the SEVENTH FLOOR of VITA TOWER as shown and
coloured Pink on the Plan annexed hereto erected on All That piece or parcel of
ground situate, lying and being at Aberdeen Hong Kong and registered in the Land
Registry as Aberdeen Inland Lot No. 151.
29.
SIGNED by )
)
)
)
)
)
for and on behalf of the Landlord )
whose signature is verified by:- )
SIGNED by )
)
)
)
)
)
)
)
for and on behalf of the Tenant in )
the presence of:- )
R E C E I V E D on the day and year )
first above written of and from the Tenant )
the sum of DOLLARS THIRTY EIGHT THOUSAND ONE )$38,164.00
HUNDRED AND SIXTY FOUR ONLY being the deposit )
money above expressed to be paid by the )
Tenant to the Landlord. )
VERIFYING THE SIGNATURE:-
30.
[FLOOR PLAN]
7th FLOOR PLAN SCALE 1:400 W. SZETO & PARTNERS
A.I.L. 151 WONG CHUK HANG ROAD ARCHITECTS & ENGINEERS
HONG KONG 1 HYSAN AVENUE
HONG KONG