1
lease for industrial space
according to the model laid down by the Council for Real Estate in October 1988.
Reference to this model shall only be permitted if the text filled in, added or
deviating is clearly recognisable as such. Preferably any additions and
deviations are to be included under the heading "special provisions".
The undersigned:
G.W. van de Grift Onroarend Goed B.V.
established/residing in
Soest, at Kerkstraat 19, P.O. Box 268, 3760 AC SOEST, tel. 02155 - 14691,
and/or Mr yet to be specified,
hereinafter called: "lessor"
and
Koninklijke Fabrick Inventum, for the purposes of this matter legally
represented by its managing director N. de Jager M.Sc.
established/residing in
Bilthoven at Layenseweg 101, P.O. BOX 4, 3720 AA BIL'HOVEN, tel. 030 - 290855,
hereinafter called: "leasee",
have entered into the following lease:
Object, purpose, floor load
1.1 This agreement relates to the object hereinafter called "the
property hired", locally known as Galvanibaan/Struktuurbaan in Nieuwegein, all
this in accordance with a provisional building plan of August 1991 and
specifications and drawings to elaborated in conformity with that plan for an
industrial pavilion with offices, standing and located at Plettenburg in
Nieuwegein, Galvanibaan/Struktuurbaan, in accordance with the cadastral map and
also the finishing level in the letter of 26th August 1991 from Schoeman
Makelaars to Inventum B.V. and has been indicated in more detail on the drawing
and/or description of the hired property attached to this instrument and signed
by the parties.
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1.2 The lessee shall use the property hired only as office and
industrial space for its Inventair aviation division.
1.3 The maximum permissible load of the floors of the property hired
is:
a. on the ground floor 2,000 kg/m2
b. of the other spaces 450 kg/m2
Conditions
2.1 This agreement also comprises:
a. The general provisions for the lease of an industrial space, filed at the
office of the clerk of the District Court of The Hague on 12th April 1989
and registered there under number 58/1989, hereinafter called "general
provisions". These general provisions are known to the parties. The lessee
has received a copy of them.
b. The provisions of the property division agreement, the corresponding rules
of division of ownership and any bye-laws determined, in so far as these
provisions apply and if the property hired forms part of a building or
complex that has been divided into apartments.
2.2 The rules following from 2.1 shall apply except in so far as they
are deviated from in the following provisions or application in respect of the
property hired is not possible.
Duration, renewal and termination.
3.1 This agreement has been entered into for a 10-year (ten-year)
period, commencing on the first of the month following the month in which the
delivery of the newly built property hired has been made.
3.2 During the period mentioned in 3.1 the parties cannot terminate the
agreement before the agreed time by giving notice. For termination at the end of
this period notice will have to be given in accordance with 3.4.
3.3 If the period mentioned in 3.1 ends without notice in accordance
with 3.2 the agreement shall continue for a following 5-year (five-year) period,
so until 15 years after the lease commenced in accordance with the
above-mentioned scheme.
The agreement shall only end at that time, however, if notice is given
in accordance with 3.4. If such notice is not given the agreement shall continue
for a following 1-year (one-year) period and so on, but always subject to notice
in accordance with 3.4 by the end of a following period.
3.4 The agreement can only be terminated by writ or registered letter
and with observance of at least 12 (twelve)
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months' notice before expiry of the current period.
3.5 This article shall leave intact the provisions under 7 of the
general provisions.
Obligation to pay, period of payment.
4.1 The lessee's obligation to pay consists of:
- - the rent
- - the value added tax legally due on this rent and this charge or an amount
corresponding to it as referred to under 5.
4.2 The rent shall be F1 573,000.00 on an annual basis say FIVE
HUNDRED AND SEVENTY-THREE THOUSAND GUILDERS. After expiry of 12 months, for the
first time 12 months after the date of commencement of the lease and so on, the
rent shall be raised in accordance with article 4 of the general provisions.
4.3 The charge for additional supplies and services shall be
determined in accordance with article 11 of the general provisions and a system
of advance payments with later settlement shall be applied to this charge, as
indicated there.
4.4 The rent and the advance on the charge for additional supplies
and services and the value added tax or the corresponding amount shall be
payable in advance, always before or on the first day of the period to which
the payment relates.
4.5 For every lease period of 3 (three) month(s)
- - the rent shall be F1 143,250.00
- - the advance on the charge for heating
or hot water supply n.a.
- - the advance on the charge for
additional supplies and services n.a.
so that the lessee has to pay in total F1 143,250.00
say ONE HUNDRED AND FORTY-THREE THOUSAND TWO HUNDRED AND FIFTY GUILDERS
to be increased by the legally due value added tax or the
corresponding amount as referred to under 5.
4.6 In view of the date of commencement of this agreement the first
period of payment shall relate to a period yet to be fixed and the amount
payable for this first period is yet to be determined, to be increased by the
legally due value added tax or the corresponding amount as referred to under 5.
The lessee shall pay this amount before or on the date of delivery of the hired
property to the lessee.
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Value added tax
5.1 All the amounts mentioned in this agreement shall be exclusive of
value added tax on the rent. The lessee shall owe value added tax on the rent
and the charge for additional supplies and services. The value added tax shall
be charged by the lessor and must be paid simultaneously with the rent and the
charge for additional supplies and services, or the advance thereon.
5.2 The lessee hereby grants an irrevocable power of attorney to the
lessor to submit a request as referred to in Section 11(1)(b)(5) of the Income
Tax Act 1968 (taxed lease option) on his behalf as well. On request he shall
co-sign this request within fourteen days after he has received it for the
purpose from the lessor and shall put it at the lessor's disposal again.
5.3 If the request is not submitted within the period set for it by law
or is not granted, the lessee shall owe not only the rent and the charge for
additional supplies and services or the advance thereon but also an amount that
corresponds to the amount in value added tax that would have been payable if the
request had been granted. The same shall apply if the request is granted with
effect from a later date than the one requested, albeit only during the period
that ends with the commencing date of the taxed lease.
5.4 If the lessee proves that the lessor is to blame for the request
not being submitted in time or not being granted, the amount corresponding to
the value added tax referred to under 5.3 shall not be payable.
5.5 If the lessor alienates the property hired or the building or
complex of which the property hired forms part and the new owner also chooses a
taxed lease, the lessor shall also be bound by the provisions of this article.
SPECIAL PROVISIONS:
RENT:
The above-mentioned rent of F1 573,000.00 shall include a component of
F1 26,000.00 as rent payable for the reserve building site. If during the lease
period the lessee wishes to proceed to extension of the property hired and
built, a new rent shall be fixed in consultation with the lessor on which
occasion the basic rent shall be fixed at F1 547,000.00 say: FIVE HUNDRED AND
FORTY-SEVEN THOUSAND GUILDERS exclusive of indexations.
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LEASEE'S SECURITY:
Van de Grift Holding B.V. shall guarantee timely commencement of
building, finishing and also timely completion of the property hired. All this
in conformity with the attached copy of the Inventair building plan schedule as
prepared on 20th November 1991 by the architect. Stagnation in the timely issue
of the building permit as a result of government procedures to be followed shall
exclusively at the risk of lessee and lessor.
Bank guarantee
7.1 in respect of the security to be given by the lessee the provisions
of the general provisions under a shall apply.
7.2 The amount referred to under 8.1 of the general provisions is
hereby fixed between the parties at F1 679,000.00 say SIX HUNDRED AND
SEVENTY-NINE THOUSAND GUILDERS to be filed at the latest 14 days after the
signing of this agreement
Manager
8. Until the lessor states otherwise Van de Grift Onroarend Goed B.V.
shall act as manager.
Appendixes
9. This agreement is accompanied by the following appendixes
- - the general provisions as referred to in 2.2.a
- - the drawing of the property hired attached to this agreement and signed
by the parties
- - the description of the property hired attached to this agreement and
signed by the parties
- - the bank guarantee as referred to under 7.
Special provisions
Thus drawn up and signed in -fold
place Soest place Soest
date 31st January 1992 date 31st January 1992
(Lessor) (Lessee)
(signed) illegible (signed) illegible
(signed) illegible (signed) illegible
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Inventum
Attn. Mr J. de Jager M.Sc.
P.O. Box 4
3720 AA BILTHOVEN
Soeat, 26th August 1991
Subject: new accommodation of Inventair in Nieuwegein/Bilthoven
Dear Mr De Jager
Following our talks, the confirmation of your interest to the Mayor and
Aldermen of the Municipality of De Bilt and exchange of your provisional
programme of desires, contractor Van de Grift will be pleased to conclude a
contract for work with you on the basis of the following principal starting
points:
1. Van de Grift is willing to make a general plan and to make a specified
quotation.
2. On the basis of the specified quotation, the foundation expenses and the
lease to be offered by you we shall bring in an investor who is prepared to
buy the realized plan.
3. Rent per sq.m. of hall space Nieuwegein F1 90.00
Rent per sq.m. of office space Nieuwegein F1 165.00
Rent per sq.m. of hall space Bilthoven F1 90.00
Rent per sq.m. of office space Bilthoven F1 180.00
4. Finishing level: Office space including partitions to 80 running metres for
every 100 sq.m. of office space, ceilings, lighting, central heating,
sanitation space, exclusive of floor covering and sun protection. Hall
space: free height from 5.50 metres, free span 12 metres, insulated sheet
piling sections, steel construction, concrete floor 2,000 kg/sp.m.
Electrical lighting, heating by means of heaters, Parapet 1.20 metres.
5. Development of Bilthoven/Nieuwegein. The choice of the place of
establishment depends on internal and external factors. At this state the
parties are concentrating on both locations. In the middle of September
1991 you will choose which final place of establishment we are going to
develop.
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6. From the date of the final choice arrangements will be made about risk,
loss of interest etc.
The plan will be further developed for the two locations and we trust
that we are of service to you with this confirmation. After provisional
determination of the foundation expenses and the investment value you will be
offered a lease.
With kind regards,
Yours faithfully
"SCHOEMAN SOEST B.V."
(signed) illegible
B.J.A.N. Majoor
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Schedule
Invantair
building plant
Nieuwegein
Your ref. a: neiuwegein Soest, 20th November 1991
1. 1st December 91 1.1 Consultation principal/architect
(2 mos.) about elaboration of building
proposal into final design
1.2 Details p.v.a./finishing level
1.3 Consultation with fire
department, urban development
and building inspectorate
1.4 Financial examination
2. 1st March 1992 2.1 Submission of building
(6 mos.) application
2.2 Start of preparatory work for
building
- specification
- specification drawings
- work drawings
1st September 1992 2.3 Ultimate date for grant of
building permit
3. 1st September 1992 3.1 start of structural work (after
(4 mos.) construction industry holiday)
1st January 1993 3.2 start of finishing
(3 mos.)
1st April 1993 3.3 completion (2 months' margin)
for fitters
1st June 1993 3.4 start of furnish/moving
Final completion / commencing date of lease 1st June 1992
1st July 1993 3.5 start of production by Invantair
For approval: (signed) illegible (signed) illegible
31st January 1992 Lessor Lessee
9
General provisions of lease for industrial space according to the model laid
down by the Council for Real Estate and filed at the office of the clerk of the
District Court of The Hague on 12th April 1989 and registered there under number
58/1989.
The headings above the articles of these general provisions are only
intended to make them easier to read. So the contents and tenor of the article
included under a certain heading are not limited to that heading.
The property hired
1.1 The property hired shall also include the installations and
facilities present, in so far as they are owned by the lessor and are described
in the signed description belonging to the agreement.
1.2 The property hired shall be delivered and accepted in the
condition as indicated in the signed description belonging to the agreement, or
failing that the one in which it is at the time of delivery. If desired, the
lessor may make changes or facilities in or at the property hired, at his
expense, after consultation with the lessee.
Purpose and use
Use
2.1 The lessee must use the property hired -- during the whole period
of the agreement -- actually, properly and himself only in accordance with the
purpose indicated in the lease and with observance of existing real rights and
requirements imposed or yet to be imposed by the authorities or the public
utilities. He must provide it with sufficient furniture and fixtures and keep it
so provided.
2.2 The lessee shall conduct himself in accordance with the provisions
of the law and the local ordinances and also in accordance with the customs
concerning hiring and letting, the prescriptions of the authorities, the public
utilities, if applicable of the agency for Sprinkler protection and the
insurers, and also in accordance with the oral and written instructions given by
or on behalf of the lessor in the interest of a proper use of the property hired
and the indoor and outdoor spaces, installations and facilities of the building
or complex of which the property hired forms part, especially including those in
respect of maintenance, appearance, sound level, order, fire safety, parking
behaviour and the proper functioning of the building or complex of which the
property hired forms part.
The lessee shall always see to any operations and measures required for the
purpose as soon as possible.
2.3 The lessee shall not cause other users of the same building or
complex any nuisance or inconvenience and shall
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see to it that any third parties present with his approval and also his or
their visitors do not do so either. The lessor shall not be obliged to enforce
observance of this. But he does remain empowered to do so.
Nuisance and inconvenience shall also include radio and television
reception and the operation of other electrical appliances.
2.4 If the property hired comprises shopping space or other
industrial space in the sense of Section 1624 of the Civil Code, the lessee
shall be obliged to keep the property hired open for the public in accordance
with the nature of the business carried on by him in it and actually to carry
on his business in it:
- - If the property hired forms part of a shopping centre, shopping arcade or
other group of shops during the opening hours of that shopping centre or
that shopping arcade or that group of shops, including so-called late
openings;
- - if the property hired does not form part of a shopping centre or that
shopping arcade or that group of shops, during the opening hours
determined by the competent authority or failing that the customary
opening hours for similar or at any rate comparable spaces.
Licences
2.5.3 The lessee himself must see to compliance with the requirements
including the possession of licences, permits, exemptions etc. in connection
with the conduct of his business or profession in the property hired, including
those in pursuance of the Nuisance Act and environmental laws. If those
requirement are not or no longer complied with this shall never give the lessee
occasion for rescission or annulment of the lease or for any other action
against the lessor.
2.5.2 If any alterations or facilities at or in the property hired
are necessary in connection with 2.5.1., by order of the authorities or
otherwise, it shall be the lessee's liability, without prejudice to the
provisions under 2.9, that the requirements made or to be made by the
authorities are met in the execution of the work, and also that any licences
required are obtained while the cost of the alterations or facilities shall be
for the lessee's account.
Associations
2.6.1 If an association or another group of lessees or users of the
building or complex of which the property hired forms part - for instance a
shopkeepers' association or an
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association of users of factory halls in an industrial estate -- recognized by
the lessor exists or is formed, the lessee shall be obliged to become a member
of it immediately and to stay a member for the whole duration of the agreement
and also to pay any amounts for his account because of this association or group
on first demand.
2.6.2. For the period that the lessee is not a member he shall owe the
lessor the same amounts as those that he would owe as a member of the
association or group.
The lessor shall be obliged to pass on these amounts immediately to the
association or group.
The lessee shall not be permitted to cooperate in the creation of
rules, decisions and the like of an association or group of lessees or users
that conflict with the lease.
Advertising
2.7 The lessor shall be entitled, after consultation with the lessee,
both for his own benefit and for the benefit of the lessee or third parties, to
use the roofs, outer facades, gardens and grounds of the property hired and of
the building or complex of which the property hired forms part for (illuminated)
advertising, signs and otherwise.
When exercising this right the lessor shall take account of the
lessee's interests that are justified in his opinion. The lessee shall be
obliged to allow the work and facilities and shall never have any action against
the lessor in the matter.
Apartments
2.8.1. If the building or complex of which the property hired forms
part is divided into apartments the lessee shall be obliged to observe the
prescriptions following from the property division agreement, articles and rules
concerning the use. The same shall apply if the building or complex is or
becomes the property of a cooperative society.
2.8.2. The lessor shall be obliged, in so far as this is within his
control, not to cooperate in prescriptions that are in conflict with the lease.
2.8.3 The lessor shall see to it that the lessee is given the
prescriptions concerning use referred to under 2.8.1.
Prohibitions and rules of order
2.9.1 The lessee shall not be permitted:
a. to have materials that constitute a danger to the environment in, on
at or in the direct vicinity of the property hired, including those that spread
odours, constitute a fire hazard or are explosive, unless they
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belong to the normal stock in trade;
b. to subject the floors of the property hired or of the building or
complex of which the property hired forms part to higher loads than are
permissible from an angle of building technology or have been indicated in the
agreement;
c. to use the property hired in such a manner that as a result of this
use soil or other environmental pollution occurs, damage may be done to the
property hired or the appearance of the property hired can be harmed, also
including the use of means of transport that may damage the floors;
d. to make alterations or facilities in or at the property hired that
are contrary to the prescriptions of the authorities and of the public utilities
or contrary to the conditions under which the owner of the property hired has
acquired the ownership of the property hired or contrary to other real rights or
that lead to nuisance for other lessees or neighbours or hinder them in their
use.
2.9.2. Without the lessor's prior written approval the lesses shall not
be permitted:
a. to make alterations or facilities in or at the property hired, also
including the making of noles, however small, in the facades.
b. to instal or have things, including name indications, advertising,
signs, notices, publications, buildings, structures, soaffolds, packing, goods,
vending machines, lighting, sun screans, aerials wits accessories, flag poles
etc. on, at or in the direct vicinity of the property hired or to make windows
non/transparent;
c. to enter or allow others to enter the services and installation
spaces, the roof terraces, roofs, gutters and spaces and places not intended for
communal use of the property hired or of the building or complex of which the
property hired forms part;
d. to perform any acts in connection with the central installations;
e. to park means of transport in other places than those designated for
the purpose.
2.9.3 The lessee shall be obliged to keep fire hydrants and fire hose
reals and also escape routes in the property hire free from obstructions at all
times, also those that serve as an escape route for other users of the building.
In the event of a calamity the lessee must unable any other users to use the
escape routes designated for them in so far as they are
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located in the property hired. Likewise in the event of a calamity the lessee
shall be entitled to use the escape routes designated for him, even in so far
as they are not located in the property hired.
2.9.4 If a lift is part of the property hired or if the property hired
can be reached by lift, the lessee and visitors can only make use of this lift
at their own risk. All instructions given or yet to be given by or on behalf of
the lessor, the installer of the lift or the authorities must be fallowed
carefully. If and as long as this is necessary the lessor can put the lift
installation out of operation without giving the lessee any right to
compensation or reduction of the rent.
2.9.5 If the property hired forms part of a building or complex the
above provisions shall also apply, in so far as applicable, to the spaces of
that building or complex not hired.
2.9.6 The lessor may attach conditions to his approval and can
withdraw his approval at all times, unless it has been agreed differently.
Subletting
3.1 Without the lessor's prior written approval the lessee shall not
be authorised to let, sublet or surrender the use of part of all of the
property hired to third parties, or to assign all of some of the leasing rights
to third parties or to bring them into a partnership, company or legal person,
or to allot the leasing rights, in so far as they belong to a community, in the
event of partition and distribution thereof.
3.2 Any approval given by or on behalf of the lessor shall be
once-only and shall not hold good for other or following cases.
3.3 The lessor shall be entitled to attach conditions to his approval.
3.4 Irrespective whether the lessor has given approval the lessee
shall remain severally liable, without prejudice to liability of third parties,
for the performance of the obligations under the lease. The lessee shall see to
it that a third party that obtains leasing or user rights also accepts the
liabilities resulting from the lease for the lessee or user.
3.5 If the lessee acts contrary to the provisions of this article he
shall forfeit to the lessor for every calendar day that the infringement lasts
a time claimable at once and not susceptible of nitigation, equal to twice the
daily rent effective for the lessee at that time without prejudice to the
lessor's right to demand performance or rescission owing to
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default and also compensation.
Rent increase
4.1 If it has been agreed in the lease that the rent shall be raised
periodically this increase shall be affected on the basis of the annual price
index number for family consumption, series for employees' families with a
family income below the wage limit of the compulsory health insurance in 1985
(1985 - 100), published by the Netherlands Central Bureau of Statistics (CBS).
The adjusted rent shall be calculated in accordance with the formula:
the adjusted rent is equal to the applicable rent multiplied by the index number
for the calendar year preceding the year in which the adjusted rent takes
effect, divided by the index number for the calendar year preceding the date of
commencement of the applicable rent.
4.2 The rent shall not be adjusted if the adjustment should lead to a
rent lower than the last one applicable.
4.3 The adjusted rent shall apply, even if the adjustment is not
communicated to the lessee.
4.4 If the CBS discontinues publication of the said price index number
or changes the basis of its calculation, an index number that is as comparable
as possible shall be used.
If there is disagreement on the subject the willing party can ask the
managing director of the CBS for an opinion that shall be binding on the
parties. Any expenses involved in this shall be borne by the parties, each for
half.
End of the lease or use
5.1 At the end of the lease and also at the end of the use, the lessee
shall be obliged to deliver the hired property to the lessor to the lessor's
satisfaction in the original condition -- being the condition laid down in the
description drawn up at the start and signed as mentioned in 2.1 and failing
that in good condition -- entirely vacated and free of use and user rights and
properly cleaned and to hand over all the keys to the lessor. At his own expense
the lessee shall be obliged to remove all matters that have been installed by
him in, at or on the property hired or have been taken over by him from the
previous lessee or user unless the parties agree differently on the subject. For
matters not removed the lessor shall not owe the lessee any payment.
5.2 If the lessee has terminated the use in a timely or untimely
fashion without having handed over the keys to the lessor, the lessor shall be
entitled to consider the lease ended, to gain access to the property hired at
the lessee's expense and to take possession thereof, without the lessee
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having any right to compensation or anything else as a result.
5.3 All the goods which the lessee has apparently abandoned by leaving
them behind in the property hired when he actually left the property hired can
be removed by the lessor, at the lessor's discretion, without any liability on
his part, at the lessee's expense, unless the lessor knows that the following
lessee has taken over the goods.
In such a case the lessor's conduct shall be with the lessee's approval
and shall be regarded between the parties as not being in conflict with Section
138 of the Criminal Code.
5.4 In due time before the end of the issue or the use the parties are
to inspect the hired property together, lay down their findings in an inspection
report and agree in writing in what way any repairs appearing necessary during
that inspection and the maintenance in arrear, in so far as they are for account
of the lessee, shall be performed for account of the lessee.
5.5 If the lessee does not cooperate in the inspection and the report
in a reasonable time the lessor's inspection and his report of his findings
shall be considered binding between the parties.
5.6 The lessee must have performed the repairs mentioned in the
inspection report and the maintenance whose performance is for his account in
a timely fashion before the end of the lease to the lessor's satisfaction.
5.7 If the written agreement referred to in 5.4 is not brought about
within a reasonable period and also if the lessee does not or not sufficiently
fulfil the obligations resulting from that agreement within a reasonable period
set by the lessor, the lessor shall be entitled, after summons and notice of
default, to carry out the relevant work for account of the lessee.
5.8 For the time involved in the performance of the said repairs and
the maintenance in arrear referred to in 5.6 and 5.7, counting from the date
of the end of the lease, the lessee shall owe the lessor an amount calculated
in accordance with the current rent and charge for additional supplies and
services, without prejudice to the lessor's claim on compensation of the
further damage and expenses.
5.9 The provisions applicable under 5.4 through 5.8 shall apply
accordingly if the inspection is only carried out after the property hired has
been vacated by the lessee.
Damage
6.1 The lessee shall be obliged to take the necessary suitable measures
immediately to prevent and limit damage to the property hired -- and in so far
as he has any possibility
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of doing so to the building or complex of which the property hired forms part
and the adjacencies -- such as damage as a result of short circuit, fire,
leakage, storm, frost, inflow or outflow of gases or liquids, including measures
to prevent damage as a result of any weather condition. Moreover the lessee
shall be obliged to inform the lessor forthwith if such damage or an event as
referred to in 6.3 occurs or is about to occur.
6.2 The lessee shall be liable to the lessor for all damage and losses
caused to or undergone by the property hired unless the lessee proves that he,
the persons whom he has admitted to the property hired, his personnel and the
persons for whom he is liable are not to blame in the matter.
6.3 The lessor shall not be liable for damage caused to the person or
goods of the lessee or of third parties -- and the lessee indemnifies the lessor
for claims of third parties in the matter -- by the occurrence and the
consequences of visible and invisible defects to the property hired or the
building or complex of which the property hired forms part or arisan owing to
the occurrence and the consequences of weather conditions, of stagnation in the
accessibility of the property hired, of stagnation in the supply of gas, water,
electricity, heat, ventilation or air conditioning, of breakdown of the
installations and equipment, of inflow and outflow of gases or liquids, of fire,
explosion and other events, of interruption in the enjoyment of the lease and of
interruption or shortcomings in the supplies and services, everything except in
the event of damage is a result of gross culpability or serious negligence by
the lessor in respect of the condition of the property hired or of the building
or complex of which the property hired form part.
6.4 The lessor shall never be liable for consequential loss of the
lessee or for damage as a result of the activities of other lessees or of
impediments in the use of the property hired that is caused by third parties.
Early termination, default
7.1 If the lessee
- - does not pay the rent and the charge for additional supplies and services
at the fixed times,
- - discontinues his profession or business in the hired property entirely or
for an important part,
- - fails to observe any other provision of the lease,
- - does not satisfy any condition attached to approval given by the lessor,
- - loses the free disposal of his capital or part of it, not being a natural
person, loses his legal
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personality, is wound up or liquidated in fact,
- - files a petition for an official moratorium or in bankruptcy,
- - is declared bankrupt,
- - offers a compromise outside bankruptcy or
- - if goods of the lessee are attached,
the lessor shall be entitled to give notice to terminate the lease immediately
before the agreed time or, in so far as the law allows this, to declare the
lease terminated with immediate effect, without any notice of default being
required.
7.2 The lessee shall be in default by the mere lapse of a certain
period or by the mere occurrence of a circumstance as mentioned above.
7.3 The lessee shall be obliged to pay the lessor for all damage,
expenses and interests as a result of a circumstance referred to in 7.1 and as
a result of early termination of the lease, also in the event of bankruptcy and
an official moratorium. That damage shall at any rate include the rent, the
charge for additional supplies and services, including the heating charges, the
value added tax (VAT) and the other amounts payable according to the lease
until the original contractual final date of the lease, the expenses of
relating and also all expenses of measures both in and out of court incurred by
the lessor, including those of legal aid in connection with a circumstance as
stated in 7.1.
7.4 The provisions under 7.1 through 7.3 do not exclude the lessor's
power to exercise his other rights, including his right to demand performance
with compensation or rescission with vacation and compensation by virtue of the
provisions of Section 1302 of the Civil Code or Section 39 of the Bankruptcy
Act.
7.5 If the lessee fails to do things the lessor himself shall be
entitled automatically and without judicial interposition to (have others)
perform them at his discretion at the lessee's expense and risk.
Bank guarantee
8.1 As security for the proper fulfilment of his obligations from the
lease the lessee shall give the lessor a bank guarantee to the lessor's
satisfaction at the time when the lease is signed, amounting to a sum yet to be
determined in the lease, related to the lessee's obligation of payment to the
lessor, increased by the applicable value added tax (VAT). This bank guarantee
must also be valid for the renewals of the lease including any amendments
thereof, must remain valid until three months after termination of the lease
and must
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also apply to the lessor's legal successors.
8.2 The lessee shall not be entitled to set off any amount against the
bank guarantee.
8.3 If the bank guarantee has been used, the lessee shall provide a new
bank guarantee to the original amount on the lessor's first demand.
8.4 After an upward adjustment of the rent, of the charge for supplies
and services or the advance thereon and of the applicable value added tax the
lessee shall be obliged to provide a new bank guarantee on the lessor's first
demand to an amount adjusted to the new obligation of payment increased by the
applicable value added tax (VAT).
8.5 Prior to the commencement of any new lease period on the strength
of a lease renewal, the lessee shall provide a new bank guarantee on the
lessor's first demand to an amount adjusted to the new obligation of payment
increased by the applicable value added tax (VAT).
8.6 If the lessee does not meet the obligations described in this
article he shall forfeit to the lessor for every transgression a fine
immediately claimable and not susceptible of mitigation to the amount of
Fl 500.00 for every calendar day that he remains in default after the default
has been pointed out to him by registered letter.
Maintenance
For the lessor's account
9.1 Unless it is a matter of operations that must be considered minor
and daily repairs in the sense of the law (Sect. 2519 of the Dutch Civil Code)
or operations on matters that have not been installed by or on behalf of the
lessor, the lessor shall bear the cost of
a. maintenance, repair and renewal of structural parts of the property
hired, such as foundations, columns, beams, structural floors, roofs, roof
terraces, bearing walls, outside facades (with the exception of window panes);
b. maintenance, repair and renewal of stairs, stair treads, lines,
sewers, drains, gutters, outside frames, etc., without prejudice to the
provisions under 9.2.1.;
c. repair and renewal of installations, such as the lift, central
heating and fire hydrant booster installations;
d. outdoor paintwork.
For the lessee's account
9.2 The lessee shall bear the cost of all other maintenance, repair and
renewals such as:
a. internal maintenance not being maintenance as referred
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to under 9.1, and also the external maintenance if and in so far as it is a
matter of operations that must be considered minor and daily maintenance in the
sense of the law (Sect. 1618 of the Dutch Civil Code), all this without
prejudice to the further provisions here;
b. the expenses of a service subscription for the installations serving
the property hired or the building or complex of which the property hired forms
part such as a lift, fire hydrant booster or central heating installation, or at
any rate in so far as those expenses are due for:
- - performing periodical preventive maintenance including the performance of
inspection work and keeping moving parts operational (corrective
maintenance);
- - replacing parts that are subject to rapid wear and that must be replaced
during almost every maintenance job;
- - removing breakdowns outside normal office hours;
- - performing minor repairs;
- - everything that can furthermore be considered minor and daily maintenance
in the sense of the law (Sect. 1619 of the Dutch Civil Code);
c. renewal of lamps, broken (plate glass) windows, glass doors and
glass partitions;
d. maintenance of fences, gardens and grounds;
e. maintenance, repair and renewal in similar design of ironmongery,
taps, switches, wall sockets, bell installations, lighting (including fixture),
sun screen, floor covering, soft furnishing, window panes, interior paintwork,
sinks, sanitation, mirrors, cisterns;
f. cleaning work of the property hired both internally and externally,
which shall also include the cleaning of windows, frames and facades and at
least the cleaning of gutters and the sweepings of chimneys once a year, and
also the unplugging of pits, sewers and drains;
g. maintenance, repair and renewal of matters that have not been
installed by or on behalf of the lessor;
h. maintenance, repair and renewal that have become necessary owing to
the actions or omissions of the lessee himself, his personnel, of those persons
for whom he is liable and of those persons whom he has admitted to the property
hired.
9.3 If upon being summoned to do so, the lessee fails to perform or
have others perform maintenance, repair or renewal at his expense -- or if the
lessor's opinion such work has
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been done in an injudicious or poor manner -- the lessor shall be entitled,
after summons and notice of default, to perform or have other perform them at
the lessee's expense and risk. If the operations for the lessee's account cannot
brook delay the lessor shall be entitled to perform them or have them performed
immediately at the lessee's expense.
9.4 If the lessor considers it necessary to perform or have others
perform maintenance, repair, renovation or other operations to the property
hired or the building or complex of which the property hired forms part or to
adjacencies or if they are necessary in connection with requirements or measures
of the authorities or public utilities, the lessee shall admit the persons
necessary to perform those operations and those measures in the property hired
and shall allow those operations and measures and any nuisance without being
able to claim any compensation or reduction of the obligation to pay or
dissolution of the lease in return, even if all this takes more than forty days.
If possible the lessor shall consult with the lessee about the time of execution
of the operations.
Access of lessor
10.1 The lessor and all persons to be appointed by him shall be
entitled to have access to the property hired -- apart from emergencies -- after
prior notification at any time on working days between 08.00 hours and 17:30
hours for inspection of the condition of the property hired, for the operations
and measures mentioned under 1.2, 2.7 and 9 and for valuations.
10.2 In the event of an intended sale or auction of the property hired,
and during one year before the end of the lease the lessee shall be obliged
without any compensation, after prior notification by the lessor or his
attorney, to provide an opportunity to view the hired property during at least
two working days a week and he shall allow the customary "for sale" or "to let"
signs or posters on or at the property hired.
Charges for energy etc. and for supplies and services
11.1 In addition to the rent the lessee shall bear the charges for the
consumption of water and energy for the property hired, including the expenses
of entering into an agreement for supply and meter rent, and also any other
expenses and fines that are charged by the public utilities. The lessee himself
must conclude the supply contracts with the relevant bodies, unless the property
hired has no separate connections and the lessor takes care of these matters as
part of the agreed supplies and services.
11.2 If no additional supplies and services are agreed, the
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lessee shall take care of all matters and performances as mentioned below at
his own expense and risk and to the lessor's satisfaction. In that case the
lessee himself shall conclude service contracts in connection with the
installations, to be approved beforehand by the lesser.
11.3 If additional supplies and services have been agreed, the lessor
shall fix the charge payable for it by the lessee on the basis of the costs that
are involved in the supplies and services and the related administrative work.
In so far as the property hired forms part of a building or complex and the
supplies and services also relate to other parts belonging to it, the lessor
shall fix the lessee's share in the charges for those supplies and services that
he believes to be reasonable. In that connection the lessor need not make any
allowance for the circumstance that the lessee does not use one or more of these
supplies and services. If one or more parts of the building or complex are not
being used, the lessor shall see to it, when fixing the lessee's share, that it
does not become higher than when the building or complex would be fully used.
11.4 Every year the lessor shall furnish the lessee with a categorized
review of the charges for the supplies and services, stating the method of
calculation thereof and, in so far as applicable, the lessee's share in those
charges.
11.5 Any amount underpaid by the lessee or overcharged by the lessor,
according to the review for the relevant period, taking account of advances,
shall be paid as yet or refunded within one month after production of the
review. If the accuracy of the review is contested this shall not suspend this
obligation.
11.6 The lessor shall be entitled to limit or extend the supplies and
services after consultation with the lessee. In that connection or otherwise he
can adjust the advance payable by the lessee on the charge for supplies and
services to the costs expected by him.
11.7 If the supply of heat or hot water is among the supplies and
services the lessor shall be entitled to adapt the method of determining the
consumption and corresponding lessee's share in the charge for consumption,
after consultation with the lessee. If the consumption of heat or hot water is
determined on the basis of consumption meters and the malfunctioning of these
meters should cause any conflict about the lessee's share in the supply charges,
the statement of the presumable share by a company specializing in measuring and
determining the heat consumed, consulted by the lessor, shall be binding. This
shall also apply to damage, destruction or fraud in connection with meters,
irrespective of any other rights that the lessor should have in that case
vis-a-vis the
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lessee, such as the right to repair or renewal of the maters and compensation
of the loss suffered.
Expenses
12. In all cases in which the lessor has a summons, notice of default
or writ served on the lessee, or in the event of legal actions against the
lessee to compel him to perform this agreement or to vacate the property hired,
the lessee shall be obliged to pay the lessor all the expenses, both in and out
of court -- with the exception of legal costs to be paid by the lessor in
pursuance of a final court order. The expenses incurred shall be fixed
beforehand between the parties at an amount that is not lower than the
customary rate that is used by bailiffs
Payments
13.1 Payment of the rent and of any other dues payable under this
agreement shall be made at the latest on the due day in legal Dutch tender --
without any discount, deduction or net-off against a claim that the lessee has
or believes to have on the lessor -- at the lessor's office or by payment into
or transfer to an account yet to be stated by the lessor.
The lessor shall be free to change the place or method of payment by means of a
written statement to the lessee. The lessor shall be entitled to determine from
which outstanding claim under the lease a payment received by him from the
lessee shall be deducted.
13.2 If an amount payable by the lessee on the strength of the lease
is not paid promptly on the due date, the lessee shall forfeit to the lessor,
automatically, for each instance that he is in default, from the due date, a
fine immediately claimable and not susceptible of mitigation to the amount of
2% a month of the amount due with a minimum of Fl 250.00 per calendar month,
with any part of a month counting as a full month.
Taxes, burdens, levies, premiums, etc.
14.1 The following charges shall be paid by the lessee even if the
lessor receives assessments for them:
a. the real estate tax in respect of the actual use of the property
hired and the actual shared use of the service spaces, general spaces and
so-called sommunal spaces;
b. other existing or future taxes, sufferance taxes, burdens, levies
and dues in respect of the property hired and of property of the lessee:
c. environmental levies including the pollution levy for surface
waters and the contribution to cleaning charges
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for waste water and amounts on the strength of environmental protection in any
other levy.
14.7 If as a result of the nature or performance of the lessee's
profession or business a higher fire insurance premium than usual is charged
for building or contents of the property hired or complex of which the property
hired forms part to the lessor or other lessees of the building or complex, the
lessee shall pay the excess above the normal premium to the lessor or those
other lessees. The lessor and other lessees shall be free in the choice of the
insurance company, the determination of the sum insured and also in the
assessment of the reasonability of the premium due.
Several liability and indivisibility
15.1 If different (natural or legal) persons have bound themselves as
lessees they shall always be severally and independently liable for the whole
to the lessor for all commitments resulting from the lease and they shall not
be entitled to rely on the provisions of the Sections 1460 (1) and 1476 of the
Civil Code.
15.2 The commitments from the lease shall be indivisible, also as far
as the lessee's heirs and legal successors are concerned.
Untimely availability
16. If the property hired is not available on the agreed commencing
date of the lease because the property hired has not been completed in time,
the previous user has not vacated it in time or the lessor has not yet obtained
the permits to be obtained by him from the authorities, the lessee shall not
owe any rent or charge for additional supplies and services until the date of
availability and his other obligations and the agreed periods shall advance
accordingly. The lessor shall inform the lessee of an impending delay at least
a month beforehand, if possible.
The lessor shall not be liable for any damage, of whatever nature,
that the lessee could suffer if the property hired cannot be delivered on the
agreed date.
The lessee cannot claim any rescission unless the late delivery has
been caused by deliberate actions or omissions of the lessor and entails such a
delay that it cannot be expected of the lessee in reason that the agreement be
maintained (without amendment).
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Domicile
17. In respect of everything relating to the lease the lessee shall
choose domicile in the property hired.
Manager, complaints
18.1 If a manager has been or is appointed by the lessor, the lessee
shall contact the manager about all matters relating to the agreement.
18.2 The lessee shall submit complaints and wishes in writing. In
urgent cases this can be done orally. In such cases the lessee shall confirm
such a complaint or wish in writing as soon as possible.
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