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EXHIBIT 10.2
THIS LEASE is made the 31st day of October
One Thousand Nine Hundred and Ninety Seven (1997) Between
G.T.W. INTERNATIONAL PTE LTD, a company incorporated in the
Republic of Singapore and having its registered office
address at 11 Tai Seng Drive, #01-00 GTW Building, Singapore
535226 (hereinafter called "the Landlord" which expression
shall where the context so admits include their successors
and assigns) of the one part And DAISYTEK ASIA PTE LTD a
company incorporated in the Republic of Singapore and having
its registered office at 21 Collyer Quay, #17-03 Hongkong
Bank Building, Singapore 049320 (hereinafter called "the
Tenant") of the other part.
NOW THIS LEASE WITNESSETH as follows :-
Demise In consideration of the rent, service charge, deposit, and
Tenant's covenants hereinafter reserved and contained, the
Landlord hereby lets unto the Tenant ALL the premises known
as #04-01 GTW BUILDING, NO. 11 TAI SENG DRIVE, SINGAPORE more
particularly described in the First Schedule hereto
(hereinafter called "the Demised Premises") TO HOLD the
Demised Premises unto the Tenant from the expiry of the Rent
free period for a term of twenty-four (24) months commencing
from the 1st January 1998 YIELDING AND PAYING THEREFOR unto
the Landlord during the said term:-
Rent 1. The monthly rent of Dollars Twenty-Three Thousand Eight
Hundred Only (S$23,800.00) and a further monthly sum of
Dollars Eight Thousand and Five Hundred ($8,500.00) at the
current sum of Fifty Cents ($0.50) per square foot by way of
service/maintenance charges (subject to revision as
hereinafter provided) (hereinafter collectively called the
"rent") in respect of
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the Demised Premises to be made on or before the signing of
this Agreement and subsequent payments to be made on the 15th
day of every succeeding calendar month, clear of all
deductions.
Rent free The Rent free period of one and a half months for fitting out
period shall commence on 1st November 1997 and end on 15th December
1997 or upon Jurong Town Corporation's written approval,
whichever is later and after the Tenant has executed the Lease
and paid one month advance rental including deposit as stated
in Clause 2(1).
Tenant's 2. The Tenant hereby covenants with the Landlord as follows:-
Covenants
Deposit (1) To furnish to the Landlord on or before the signing of
this Lease a Bank Guarantee for the sum of Dollars Ninety-
Six Thousand and Nine Hundred ($96,900.00) equivalent to
three (3) months' rent by way of deposit as security for
the due observance and performance by the Tenant of all
and singular the several covenants, conditions
stipulations and agreements on the part of the Tenant
herein contained which deposit shall not be deemed to be
or treated as payment of rent or service/maintenance
charge. The Tenant shall replace the aforesaid Bank
Guarantee by cash payment by the first week of
January 1998.
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Rent (2) To pay the rent hereby served on the days and in the
manner aforesaid without any deduction or demand
whatsoever.
PUB (3) To pay or reimburse the Landlord for all charges
charges including any taxes now or in the future imposed in
respect of water, gas, electricity, and any other services
supplied to the Demised Premises which shall be consumed
by the Tenant and charged by the Power Supply Ltd or other
appropriate authority or undertaking to the Tenant in
respect of the Demised Premises.
Increase in (4) Notwithstanding Clause 1 hereof (insofar as it relates to
Service Charge service charges) in the event the service/maintenance
charges payable in respect of the Demised Premises shall
be increased beyond the current sum of Fifty Cents ($0.50)
per square foot, the Tenant hereby agree and confirm that
the Tenant shall bear the whole amount of such increase or
increases which shall be due and payable together with the
monthly rent hereby reserved on the 1st day of every month
and the Landlord shall notify the Tenant of such increase
or increases as soon as reasonably practical.
Cleaning (5) At its own costs and expense to enter into a contract of
Contractor service with a cleaning contractor for the purpose of
cleaning and keeping the premises in good and tidy order
and condition.
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Telephone (6) To install at its own cost and expense all telephones and
and teleprinters (as the Tenant may require) in such a manner
teleprinter as shall be approved by the Landlord and all such works
installation shall be carried out by workmen of or engaged by the
Telecommunication Authority of Singapore or such other
appropriate authority, or in the absence of such workmen,
by a contractor nominated or approved by the Landlord.
Telephone (7) That before the Tenant applies to the Telecommunication
and Authority of Singapore or other appropriate authority for
teleprinters the installation of telephone and/or teleprinters it shall
submit for the approval of the Landlord or its engineer a
plan showing where the telephones and/or teleprinters are
to be installed and if any extra underfloor trunking and/
or accessories are required by the Tenant other than that
provided by the Landlord, the Landlord shall install such
underfloor trunking and/or accessories and the Tenant
shall bear the reasonable costs of such installation. No
wires shall be installed within the ducts intended for the
carriage of telephone wires other than those installed by
the Telecommunication Authority of Singapore or other
appropriate authority.
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Internal (8) To carry out within the Demised Premises at its own cost
fitting and expense all or any of the following works as the
and works Tenant may consider necessary:-
(a) partitioning within the Demised Premises;
(b) installation of all necessary electrical wiring,
conduits, etc. for additional power points, light
fittings and all other ceiling fixtures and fittings
apart from those standard fixtures and fittings supplied
and installed by the Landlord ;
(c) all mechanical works of any kind whatsoever;
(d) provision of carpets, tiles (vinyl or otherwise) and
other floor covering or finishes of whatever kind ;
(e) where water or gas is to be supplied to the Demised
Premises, installation of water and other pipes,
apparatus, fittings, fixtures and all necessary plumbing
; and
(f) all alteration works relating to the existing ceiling
fixtures and fittings for lighting, air-conditioning and
fire protection devises originally supplied and installed
by the Landlord.
Installation (9) To use for carrying out the above installations,
and partitioning and other works materials of such standard as
partitions to type, quality, colour and size as the Landlord, its
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architects or engineers shall approve and to cause such
installations, partitioning and other works to be carried
out in the Demised Premises in accordance with plans and
specifications that shall have received the prior written
approval of the Landlord, its architects or engineers,
such approval not to be unreasonably withheld or delayed
and the relevant governmental and/or statutory
authorities. Such installation, partitioning and other
works shall only be effected:-
(a) in the case of any electrical, plumbing or
air-conditioning works or installations (including
installations of wiring, conduits, ducts, vents, pipes,
appliances, apparatus, fixtures and fittings) by a
nominated contractor of the Landlord appointed by the
Tenant.
(b) in all other cases by a contractor appointed by the
Tenant and approved by the Landlord, such approval not
to be unreasonably withheld or delayed and in
accordance with approved plans and specifications and
under the supervision of an architect or engineer
appointed by the Landlord and the completion thereof
shall be subject to approval by the Landlord, its
architects of engineers, such approval not to be
unreasonably withheld or delayed. The Tenant shall
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not make any additions, alterations, or renovations to
the said installations, partitions and other works
except with the prior approval in writing of the
Landlord, such approval not to be unreasonably
withheld or delayed. The reasonable fees of any
architect, engineer or other consultant employed by
the Landlord for the purpose of considering,
approving and supervising the plans, specifications,
materials and all works carried out by the Tenant and
all other costs, charges and expenses incurred by the
Landlord in connection therewith shall be borne by
the Tenant and paid by the Tenant to the Landlord on
demand. No delay not exceeding an aggregate period of
three (3) months in carrying out and completing all
or any of the installations, partitioning and other
works (including installation of the telephones and
teleprinters) in or at the Demised Premises, whether
caused by any governmental and/or statutory
authorities or otherwise, shall be a ground for
postponing the commencement of the term hereby
created or relieve in any way the Tenant from the
performance and observance of the covenants,
conditions, stipulations or agreements herein
contained and on its part to be performed and
observed.
Alterations (10) Not to make or permit to be made any alterations in or
and additions additions to the Demised Premises or any part
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thereof or to the Landlord's fixtures, fittings and
decorations therein without having first obtained the
written consent of the Landlord and upon such
conditions as the Landlord may reasonably impose. In
the event of such consent being given, to carry out
at the Tenant's own expense such alterations or
additions with such materials in such manner and at
such times as shall be designated by the Landlord.
Upon the determination of the term hereby created if
requested by the Landlord, the Tenant shall restore
the Demised Premises as near to their original state
and condition as possible (fair wear and tear and
damage due to causes beyond the Tenant's control
excepted).
Tenantable (11) To keep the interior finishes of the Demised Premises
repair including the flooring and interior plaster or other
surface materials or rendering on walls and ceilings
and the Landlord's fixtures therein including doors,
windows, glass, locks, fastenings, electric wires and
installation and fittings for light and power in a
clean and good state of tenantable repair and
condition (fair wear and tear and damage due to causes
beyond the Tenant's control excepted) and to make good
to the satisfaction of the Landlord any damage or
breakage caused to any part of the Demised
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Premises or to the Landlord's fixtures and fittings
therein by the bringing in or removal of the Tenant's
goods or effects or resulting from any neglect or
malicious act or default of the Tenant its employees
or invitees.
Notice (12) To give immediate notice to the Landlord of any damage
of damage as may be visible to the Tenant on inspection that may
occur to the Demised Premises and of any incident to
or defects in the water pipes, gas pipes, electrical
wiring, air-conditioning ducts or any other fittings,
fixtures or other facility provided by the Landlord.
(13) To replace all electric light bulbs, tubes and globes
in the Demised Premises which may become damaged or
broken or fail to light.
(14) To keep all doors and other means of access to the
Demised Premises securely fastened on all occasions
when the Demised Premises are left unoccupied.
Access to (15) Save in cases where time does not permit, upon the
premises Landlord giving not less than two (2) days' notice in
writing, to permit the Landlord and its duly
authorised agents with or without workmen and others
with or without appliances at all reasonable times to
enter upon the Demised Premises to examine the state
and condition thereof and to do such works and things
as may be
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required for any repairs, alterations or improvements
to the Demised Premises and forthwith to repair and
mend in a proper and workmanlike manner any defects
for which the Tenant is liable and of which written
notice shall have been given to the Tenant or left on
the Demised Premises and to pay the Landlord's
reasonable costs of survey or otherwise in respect of
the preparation of any such notice. If the Tenant
shall not within fourteen (14) days after the receipt
of such notice proceed diligently with the execution
of such repairs or works, then the Landlord may enter
upon the Demised Premises an execute such repairs or
works and the costs thereof shall be a debt due from
the Tenant to the Landlord and recoverable forthwith
as such.
Use of (16) At all times to use and occupy the Premises strictly
Demised for light industrial use and no other purpose.
premises
Dangerous (17) Not to store or bring upon the Demised Premises or any
goods and part thereof arms, ammunition, unlawful goods, gun-
unlawful powder, salt-petre, chemicals, petrol, kerosene, gas
storage or any goods or things which may be in the opinion of
the Landlord of an obnoxious, dangerous or hazardous
nature or any explosive or combustible substance and
not to place or leave in the Estate any boxes or
rubbish or
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otherwise encumber the same PROVIDED ALWAYS that if
combustible or inflammable materials are stored in
the Demised Premises or any part thereof with the
consent in writing of the Landlord any increase in
the premium of fire or other insurance as may have
been taken out by the Landlord shall be borne by the
Tenant.
Nuisance (18) Not to use the Demised Premises or any part for any
unlawful or immoral purpose and not to do or permit
to be done any act or thing which may be or become a
nuisance or to give cause for reasonable complaint
from the occupants of adjoining premises or other
parts of the Estate.
Other (19) Not to use the Demised Premises or any part thereof
non- or permit the same to be used as a laboratory or as a
permitted workshop, not to permit or suffer anyone to sleep or
uses and reside therein, and to ensure that all the doors of
security the Demised Premises are securely fastened and locked
at all times when the Demised Premises are not
occupied or remain unattended.
Auction (20) Not to permit or carry on any auction sale on the
sale Demised Premises.
Signs (21) Not to affix, paint or otherwise exhibit or permit to
be affixed, painted or otherwise exhibited or to upon
any part of or on the exterior of the Demised
Premises or on the
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windows and doors thereof without the prior written
consent of the Landlord (whose consent shall not be
unreasonably withheld or delayed) any signboard,
announcement, placard, poster, advertisement,
nameplate, flag, flagstaff, or any other notices
whatsoever.
Exterior (22) To ensure that the decor and design of the exterior
decor and of the Demised Premises are in accordance with plans
design and specifications previously submitted and promptly
approved by the Landlord, and not to make any changes
to such external parts without the prior written
consent of the Landlord, such consent not to be
unreasonably withheld or delayed.
Sub-letting (23) Not to assign, underlet or otherwise part with the
and actual or legal possession or the use of the Demised
assignment Premises or any part thereof for any term whatsoever
without the previous consent in writing of the
Landlord, such consent not to be unreasonably
withheld or delayed and to ensure that every
assignment or underlease or sharing will include in
similar form all the covenants, conditions,
stipulations or agreements herein contained and on
the Tenant's part to be performed and observed.
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Avoidance (24) Not to do or permit or suffer to be done anything
of policy whereby the policy or policies of insurance on the
and additional Demised Premises against premium loss or damage
by fire or other risks for the time being subsisting
may become void or voidable or whereby the rate of
premium thereof may be increased and to make good all
damage suffered by the Landlord and to repay to the
Landlord all sums paid by the Landlord by way of
increased premiums and all expenses incurred by the
Landlord in or about any renewal of such policy or
policies rendered necessary by a breach or
non-observance of this covenant. For the purposes
aforesaid, the Landlord shall acquaint the Tenant
with the terms, conditions and covenants of such
policy or policies of Insurance effected by the
Landlord on the Demised Premises.
Excess (25) Not to load or permit or suffer to be loaded on any
Load part of the floors of the Demised Premises to a
weight greater than the weight applicable to the
Demised Premises as is specified in the Second
Schedule hereto and shall when required by the
Landlord distribute any load or any part of the floor
of the Demised Premises in accordance with the
directions and requirements of the Landlord and in
the interpretation and application of the provisions
of this clause the decision of the surveyor architect
or engineer of the Landlord shall be final and
binding on the Tenant.
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Indemnity (26) That the Tenant shall indemnify and keep indemnified
the Landlord from and against:-
(a) all claims, demands, writs, summons,actions,
suits, proceedings, judgments, orders, decrees,
damages, costs, losses and expenses of any nature
whatsoever which the Landlord may suffer or incur
in connection with loss of life, personal injury
and/or damage to property arising from or out of
any occurrence in, upon or at the Demised
Premises caused directly or indirectly by the
negligence or wilful default of the Tenant or by
any of the Tenant's employees, independent
contractors, agents, invitees or licensees; and
(b) all loss and damage to the Demised Premises, the
Estate and to all property therein caused
directly or indirectly by the negligence or
wilful default of the Tenant or the Tenant's
employees, independent contractors, agents,
invitees or licensee and in particular but
without limiting the generality of the foregoing,
caused directly or indirectly by the negligent
use or misuse, waste or abuse of water, gas or
electricity or faulty fittings or fixtures of the
Tenant.
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Tenant's (27) At all times during the term hereby created and during
insurance any period of holding over to keep current:-
(a) an adequate public liability insurance policy in
respect of the Demised Premises ;
(b) an adequate insurance policy which shall be taken
out with an insurance company as aforesaid on
internal partitions and all goods belonging to or
held in trust by the Tenant in the Demised
Premises against loss or damage by fire.
and to produce to the Landlord on demand the policies
referred to above as well as the receipts for payment
of premium in respect thereof.
Compliance (28) At all times during the term hereby created to comply
of statutes with promptly and at the Tenant's expense all such
requirements as may be imposed on the occupier of the
Demised Premises by any statute now or hereafter in
force and any orders, rules, regulations, requirements
and notices thereunder.
Information (29) Should the Tenant receive any notice from Government
to Landlord statutory, public or local authority in respect of the
Demised Premises to give notice thereof forthwith in
writing to the Landlord.
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Rules and (30) To observe and perform and to cause all its employees,
regulations independent contractors, agents, invitees and
of Landlord licensees to observe and perform all the rules and
regulations made by the Management Corporation of the
Estate or its authorised agents and notified to the
Tenant.
Yield up (31) At the expiration or sooner determination of the term
Demised hereby stated to yield up the Demised Premises to
the Landlord with the fixtures therein (other than
trade fixtures) belonging to the Tenant), unless
required by the Landlord to be removed, in good and
tenantable repair and condition (fair wear and tear
and damage due to causes beyond the Tenant's control
excepted) together with the keys to the Demised
Premises and all doors therein, and if required by
the Landlord to remove from the Demised Premises all
letterings, internal partitions, fixtures and
installations of the Tenant or those which are
specified by the Landlord, and to reinstate all
air-conditioning installations or other electrical
installations to their original state to the
reasonable satisfaction of the Landlord, its
architect, engineer or consultant. Such removal
and/or reinstatement shall be carried out :-
(a) in the case of any electrical, plumbing or air-
conditioning works or installations (as described
in sub-clause (9) of this clause), by a nominated
contractor of the Landlord appointed by the
Tenant ;
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(b) and in all other cases, by a contractor appointed
by the Tenant and approved by the Landlord (such
approval not to be unreasonably withheld or
delayed) ;
under the supervision of the Landlord's architect,
engineer or consultant and the Tenant shall pay all
reasonable fees and expenses of such architect,
engineer or consultant. All damage done to the
Demised Premises by such removal shall be made good
by the Tenant on or prior to the expiration of the
term hereby created and if the Tenant fails to do so
the Landlord may make good all such damage and the
costs incurred thereby shall be paid by the Tenant to
the Landlord within seven (7) days of the Landlord
notifying the Tenant of the amount thereof.
Reinstatement (32) At the expiration or sooner determination of the term
hereby created to reinstate the Demised Premises to
its original condition fair wear and tear and damage
due to causes beyond the Tenant's control excepted.
Legal costs (33) To pay all stamp duty and all the Landlord's legal
costs, charges and expenses of and incidental to the
preparation completion and stamping of this Lease and
or any assignment, sub-letting
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surrender or other termination thereof otherwise than
by effluxion of time and in case of default by the
Tenant in performing or observing any covenants
herein contained or implied the Tenant shall pay to
the Landlord all legal and other costs (on an
indemnity basis) charges and expenses for any such
default within ten (10) days of the Landlord
notifying the Tenant of the amount thereof or with
any claim or legal proceedings which may be brought
by the Landlord against the Tenant in connection with
or arising out of this Lease.
Landlord's 3. The Landlord hereby covenants with the Tenant as
covenants follows:-
(1) To pay all present and future rates, taxes,
assessments and outgoings imposed upon or in respect
of the Demised Premises or any part
thereof.
Insurance (2) To insure and keep insured the Demised Premises
(excluding the fittings and fixtures installed by the
Tenant) against damage by fire or such other risks as
the Landlord may deem fit.
Quiet (3) That the Tenant paying the rent and the service
enjoyment charge hereby reserved and performing and observing
the several covenants herein contained and on its
part to be performed and observed shall peaceably
hold and enjoy the Demised
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Premises without any interruption from the Landlord
or any person rightfully claiming under or in trust
for it.
To keep in (4) The Landlord shall keep the exterior and roof of the
repair Building and the lifts, corridors, passages,
staircases, and other common conveniences intended
for the use of the Tenant and the Landlord's other
tenants in the Building at all times in complete
repair and in proper and clean condition and the
stairs and passages leading to the Demised Premises
well and sufficiently lighted.
Indemnity (5) The Landlord shall indemnify and keep indemnified the
Tenant from all damages to property belonging to the
Tenant arising from or out of any negligence in upon
or at the Demised Premises caused directly or
indirectly by the Landlord and or any of the
Landlord's employees, individual contractors, agents,
invitees or licensees.
PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
as follows:-
GST (1) In the event that any goods and services tax
Clause (hereinafter referred to as "GST" which expenses shall
include any tax of a similar nature that may be
substituted for it or levied in addition to it
whatsoever is now or hereafter chargeable by law on
any payment hereunder, by whatever name called, the
Tenant shall pay such GST in addition
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to all other sums payable hereunder or relating
hereto as and when required to be paid, and the
Tenant agrees to indemnify the Landlord against the
payment if the Landlord is required by law to collect
and make payment in respect of such GST.
Re-entry (2) If the rent and/or service charge hereby reserved or
any part thereof shall at any time be unpaid for
fourteen (14) days after the same shall have become
due (whether formally demanded or not) or if any
covenant on the Tenant's part herein contained shall
not be performed or observed within twenty-one (21)
days of the Landlord's notice in writing to the
Tenant specifying the non-performance or
non-observance of such covenant or if the Tenant
being a company shall go into liquidation whether
voluntarily (save for the purpose of amalgamation or
re-construction) or compulsorily or if a receiver
shall be appointed of its undertaking, property or
assets, or being an individual shall have a receiving
order or an adjudicating order made against him or if
the Tenant shall make any arrangement with creditors
for liquidation of its debts by composition or
otherwise or if any execution or attachment shall be
levied upon or issued against any of the property or
assets of the Tenant and shall not be paid off or
discharged within fourteen (14) days thereof, then
and in any one of the said cases it shall be lawful
for the Landlord at any time thereafter to re-enter
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upon the Demised Premises or any part thereof in the
name of the whole and thereupon the term hereby
created shall forthwith and absolutely cease and
determine but without prejudice to the right of action
of the Landlord in respect of any rent and/or service
charge or of any antecedent breach of the Tenant's
covenants herein contained.
Interest (3) In addition and without prejudice to any
on arrears other right, power or remedy of the Landlord, if
the rent and/or service charge hereby reserved or any
part thereof shall at any time remain unpaid for
fourteen (14) days after the same shall have become
due (whether any formal or legal demand therefor shall
have been made or not) then the Tenant shall pay to
the Landlord interest thereon at three per cent (3%)
above the current prime rate for advances for the time
being prescribed by The Development Bank of Singapore
Ltd. The Landlord shall be entitled to recover such
interest from the Tenant as if such interest were rent
in arrears.
Untenanta- (4) If the Demised Premises or any part thereof
bility shall be damaged or destroyed by fire, act of God or
other cause beyond the control of the Landlord so
as to render access thereto impossible, the Demised
Premises unfit for occupation and use (except where
such damage or destruction has been caused by the
act or default of the Tenant, its servant,
independent contractor, agent, visitors, invitees or
licensees) :-
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(i) If the Demised Premises shall become totally
unfit for occupation and use by the Tenant or
access thereto is rendered impossible then the
rent and service charge payable herein shall
cease to be payable during the period whilst
the Demised Premises remains totally unfit for
occupation or use by the Tenant or access
thereto is rendered impossible; and
(ii) If the Demised Premises whilst not being
rendered unfit for occupation and use by the
Tenant is nevertheless damaged to such an extent
as to interfere with the Tenant's full and proper
enjoyment of the said premises then the rent
payable therein shall be reduced by a fair just
and rateable proportion having regard to the
extent of the damage and the interference and
inconvenience caused to the Tenant. The question
of whether the payment of the rent and service
charge shall be suspended or whether only a
proportion as aforesaid shall be payable and the
amount of such proportion of the period during
which the rent or service charge or any part
thereof shall be suspended shall in the event of
a failure to agree on the part of the Landlord
and the Tenant be determined in accordance with
the Arbitration Act (Cap. 10) or any
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statutory modification or re-enactment for the
time being in force; and
PROVIDED ALWAYS that the Landlord may in its absolute
discretion decide that the Demised Premises are so
badly damaged that it will demolish and rebuild the
Demised Premises instead of repairing the same and in
any such event the Landlord may within ninety (90)
days after such damage has been sustained give notice
to the Tenant in writing of its decision and thereupon
this Lease shall terminate and the Tenant shall,
subject to the Landlord promptly refunding to it the
full amount of the deposit paid under Clause 2(1) less
any deductions properly made in accordance with the
terms herein (if still in occupation) vacate the
Demised Premises without compensation from the
Landlord.
Waiver of (5) No condoning, excusing or overlooking by the
covenant Landlord of any default, breach, non-
by Landlord 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,
non-observance or non-performance, or so as to defeat
or affect in any way the rights of the Landlord herein
in respect of any such continuing or subsequent
default, breach, non-observance or non-performance
and no
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waiver by the Landlord shall be inferred from
or implied by anything done or admitted and signed by
the Landlord. Any consent given by the Landlord shall
operate as a consent only for the particular matter
to which it relates and shall in no way operate as a
consent only for the particular matter to which it
relates and shall in no way operate 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 future, unless expressly so extended.
Landlord (6) The Landlord shall not be liable or in any
not liable for way responsible to the Tenant or to any of damages
the Tenant's employees, independent contractors,
agents, invitees or licensees or to any other person
for any injury, loss or damage which may be suffered
or sustained to any property or by any person in the
Demised Premises.
Service of (7) Any notice required to be served, delivered
notice or given under this Lease by one party to the other
shall be in writing and shall be sufficiently served
if sent by registered post to the last known address
of the other party and shall be deemed to have been
received by the other party within twenty-four (24)
hours of posting.
(8) Notwithstanding anything herein contained the Landlord
shall not be liable to the Tenant, nor shall the
Tenant have any claim against the Landlord in respect
of :-
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(a) any interruption in any of the services supplied
for the use and benefit of the occupiers of the
Estate and others by reason of necessary repair
or maintenance of any installations or apparatus
(provided that the Landlord shall make every
effort to ensure that such necessary repair or
maintenance does not disrupt the use of the
Demised Premises during working hours) or damage
thereof or destruction thereof by fire, water,
riot, act of God or other cause beyond the
Landlord's control or by reason of mechanical or
other defects or break-down or other inclement
conditions or shortage of manpower, fuel,
materials, electricity or water or by reason of
labour disputes ; and
(b) any act, omission, default, misconduct or
negligence of any porter, attendant or other
servant or employee, independent contractor
or agent of the Landlord in or about the
performance or purported performance of any duty
relating to the provision of the said services
or any of them.
Deposit (9) The deposit moneys held by the Landlord in
moneys terms of Clause 2(1) hereof shall be refunded to the
Tenant (free of interest)within fourteen (14) days of
the expiry or
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sooner determination of the term hereby created
subject to any deductions properly and reasonably made
for any breach or non-observance of the covenants and
conditions on the part of the Tenant to be performed
and observed herein.
Notice of (10) During the period of eight (8) weeks before
vacancy the expiry of the term hereby created the Landlord
shall be entitled to exhibit outside the Demised
Premises or on the doors thereof a notice stating that
the Demised Premises are to be vacant and for letting
and the Tenant shall permit (subject to being given
prior written notice four (4) days in advance) all
prospective tenants of the Demised Premises
accompanied by a representative of the Landlord free
ingress to and egress from the Demised Premises for
the purpose of viewing the Demised Premises.
Area (11) By the execution of this Lease the Tenant accepts as
final and correct the area of the Demised Premises as
herein described in the Schedule.
(12) This Lease is subject to approval being given by the
Jurong Town Corporation and all the relevant
authorities with regard to its use and proposed
renovations.
(13) The Tenant shall pay rental to the Landlord for the
period from 16th December 1997 to 31st December 1997
amounting to $16,634.50 plus Goods and Services Tax
thereon by way
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of a Banker's Guarantee to be given on the signing of
this Agreement and which shall be substituted by cash
payment by the first week of January 1998.
(14) (a) The Tenant shall not assign, sublet, grant a
licence or part with or share the possession or
occupation of the Demised Premises or any part
thereof or permit any other party or person by
way of a licence or otherwise to occupy the
Demised Premises or any part thereof at any time
during the term hereby created.
(b) The Tenant shall permit Jurong Town Corporation
and/or the Landlord or their respective servants
or agents with or without workmen, tools and
equipment during the term hereby created at all
reasonable times to enter upon the Demised
Premises and every part thereof to examine the
state and condition of the same and of defects
decays and wants of reparation and of all
breaches of covenant there found.
(c) The Tenant shall not cause or do or suffer to be
done any act or thing which may as between the
Landlord and Jurong Town Corporation constitute
or cause a breach by the Landlord of any of the
terms, covenants, conditions or stipulations on
the part of the Landlord to be observed or
performed
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by virtue of the lease or sublease between the
Landlord and Jurong Town Corporation but shall
do or permit to be done any act or thing to
comply with or to prevent a breach of any of such
terms, covenants, conditions, or
stipulations with no liability on the part of
Jurong Town Corporation for any inconvenience,
loss, damage, costs, expenses or compensation
whatsoever in the event that Jurong Town
Corporation its servants or authorised agents
with or without workmen, tools and equipment
should enter upon the Landlord's premises or the
Demised Premises to do any act or thing which the
Jurong Town Corporation is entitled to do by
virtue of the said lease or sublease or of any
laws, by-laws, rules or regulations.
(d) The Landlord shall for the purposes of
sub-clause (c) aforesaid acquaint the Tenant
with the terms, covenants, conditions and
stipulations of the lease or sublease between
the Landlord and Jurong Town Corporation and any
variations or amendments thereto.
(e) In the event that the Jurong Town Corporation at
any time before the expiry of the term hereby
created gives three (3) months' notice in
writing requiring that this Lease be terminated
or becomes entitled to and
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re-enters the Landlord's premises or any part
thereof in the name of the whole this Lease shall
upon the expiry of the said notice or upon the
said re-entry absolutely determine without
prejudice to any rights and/or remedies which
have accrued to either party against the other
under this Agreement and without the Jurong Town
Corporation being liable for any inconvenience,
loss, damages, compensation, costs or expenses
whatsoever.
(f) The Tenant shall at his own cost and expense and
subject to the prior approval in writing of the
Jurong Town Corporation and the relevant
Government authorities provide suitable and
proper foundation for all machinery, equipment
and installations in connection with the
approved usage at the Demised Premises. The
Jurong Town Corporation shall not be liable for
any loss, damage or inconvenience that the
Tenant may suffer in connection with any defects
caused to the ground/production floor slabs or
apron slabs by overloading and any subsidence or
cracking of the ground/production floor slabs,
aprons, drains and driveways of the production
floor slabs, aprons, drains and driveways of the
Demised Premises or from other defects inherent
or otherwise in the Demised Premises.
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Interpretation (15) In the interpretation of this Lease
except to the extent that such interpretation shall
be excluded by or repugnant to the context when used
herein :-
(a) "the Landlord" shall include the person for the
time being entitled to the reversion immediately
expectant upon the term hereby created ;
(b) "the Tenant" shall include, if the Tenant is an
individual, his personal representatives and
permitted assigns, or if the Tenant is a company,
its permitted assigns and successors in title ;
(c) "person" shall be deemed to include a
corporation.
(d) "Estate" means the land on which the Building is
erected.
(e) words importing the singular or plural number
shall be deemed to include the plural or singular
number respectively and words importing the
masculine gender shall include the feminine or
neuter gender and vice versa as the case may
require ; and
(f) where two or more persons are included in the
term "the Tenant" all covenants, agreements,
terms, conditions and restrictions shall be
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binding on them jointly and each of them
severally and shall also be binding on their
personal representatives and permitted assigns
respectively jointly and severally.
Marginal (16) The marginal notes appearing in this Lease are
notes inserted only as a matter of convenience and in no way
define, limit, construe or described the scope or
intent of the sections or clauses of this Lease, nor
in any way affect this Lease.
5. SPECIAL PROVISO
Upon the written request of the Tenant made not less
than three (3) calendar months before the expiration of the term hereby
created and if the Tenant shall have strictly and timeously performed
and observed all covenants undertakings and stipulations herein
contained and on its part to be performed and observed up to the
termination of the Tenancy hereby created the Landlord at the option of
the Tenant shall grant to the Tenant a tenancy of the premises for a
further term of two (2) years from the expiration of the term hereby
created at a rent mutually agreed between the Landlord and Tenant to be
in line with the prevailing market rent but otherwise containing the
like covenants and conditions as are herein contained excluding this
proviso for renewal.
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THE FIRST SCHEDULE ABOVE REFERRED TO
ALL THAT part particularly delineated in red in the plan annexed hereto
on the fourth story of the building (the "Building") known as 'GTW' Building
erected on private Lot A 13512 forming part of Government Survey Lot No 4726 MK
23 Paya Lebar and estimated to contain an area of 17,000 sq. feet and which said
unit is officially known as #04-01 GTW Building, No. 11 Tai Seng Drive,
Singapore.
THE SECOND SCHEDULE ABOVE REFERRED TO
===================================================================
Maximum Permissible
Superimposed or Live
Storey Approved Use Load (KN/m2)
- -------------------------------------------------------------------
1st Loading/Unloading/Showroom 20 KN/m2
Water Tank / Pump Room 20 KN/m2
Transformer Room 16 KN/m2
Sprinkler Control Room & MDF Room /
Bin Centre 7.5 KN/m2
Consumer Switch Room 5.0 KN/m2
Staircase / Lift Lobby 4 KN/m2
Toilets 2 KN/m2
Warehouse 20 KN/m2
2nd to
6th
Staircase / Lift Lobby 4.0 KN/m2
Toilets 2.0 KN/m2
Roof Roof 1.5 KN/m2
Generator Room / Sprinkler Pump Room 7.5 KN/m2
Upper Roof 0.75 KN/m2
===================================================================
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AS WITNESS the hands of the parties hereto the day and year first above
written.
SIGNED by )
for and on behalf of the )
Landlord in the presence of:- )
SIGNED by )
for and on behalf of the )
Tenant in the presence of :- )
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DATED THE DAY OF 1997
*************************************
LEASE AGREEMENT FOR
#04-01 GTW BUILDING
NO. 11 TAI SENG ROAD
SINGAPORE
*************************************
M/S B.T. TAN & CO
ADVOCATES & SOLICITORS
SINGAPORE
(REF : TBT.BH.495.978)