LEASE AGREEMENT xxx
NIEW VOLENDAM N.V.
ANY COMPANY N.V.
Mr. ANY PERSON
1. NIEUW VOLENDAM N.V., a non-trading limited liability corporation, established and having its registered office in Curaçao, Netherlands Antilles, Chamber of Commerce number 93701, existing and in good standing order under the laws of the Netherlands Antilles, lawfully represented for the purposes of this Lease Agreement by its two sole Directors, Mr. Berny Abe Cheis and Mr. Tsale Kirzner, hereinafter collectively referred to as “LESSOR”
2. a. ANY COMPANY N.V., a limited liability company doing business as “any store”, established and having its registered office and principal place of business at any street, in Curaçao, Netherlands Antilles, Chamber of Commerce number any number, lawfully represented for the purposes of this Lease Agreement by its Director any Director
Home address : any atreet, Netherlands Antilles
Mailing address : any street, Netherlands Antilles
Passport or ID number : any number
Telephone home : any phone number
Telephone work : any home work number
Mobile : any mobile number
E-mail : anyaddress@anyprovider
Hereinafter collectively referred to as “LESSEE”.
HAVE REACHED AND ENTERED INTO THE LEASE AGREEMENT SET FORTH IN THE FOLLOWING ARTICLES:
The Leased Premises
1. LESSOR leases to LESSEE and LESSEE leases from LESSOR the part real business premises, large approximately xxx (any amount) square meters, located at any street, built on a parcel of land registered as Stadsdistrict, section A, number any number in any island, Netherlands Antilles, hereinafter referred to as the Leased Premises known to parties without any further description.
2. LESSEE agrees, at its sole cost and expense, to remodel the interior of the Leased Premises using quality materials and equipment.
3. LESSOR makes no warranty or opinion or representation, express or implied, in respect to the Leased Premises, or any part thereof, either as to its fitness for use, design or condition for any particular use or purpose or otherwise, as to the quality of the material or workmanship therein, latent or patent, it being agreed that all such risks are to be borne by LESSEE. LESSEE acknowledges that the Leased Premises has been inspected by LESSEE and is satisfactory to it.
4. LESSEE waives any claim or action against LESSOR in respect of the condition of the Leased Premises.
1. The Lease Agreement is entered into for a period of three (3) years, commencing on any date and therefore expiring on any date. If LESSEE is not in default under the terms and conditions of this Lease Agreement and this Lease Agreement is in full force and effect, LESSEE shall have the right, option and privilege at the expiration of the initial three (3) years of this Lease Agreement to renew this Lease Agreement for an additional three (3) year term at a new rental price to be agreed in writing between LESSOR and LESSEE sixty (60) days before the expiration of the initial three (3) year term. The exercise of the option shall be executed by means of a registered letter to LESSOR at least ninety (90) days prior to the expiration of this Lease Agreement.
2. Subsequent to said renewal the present Lease Agreement shall be terminated and LESSEE shall therefore be obligated not later than any date to deliver the Leased Premises to LESSOR in an entirely vacated state, unless it is otherwise agreed between the parties in writing.
3. LESSOR hereby declares itself willing at that point to negotiate in good faith concerning a new Lease Agreement, in case LESSEE has expressed the wish to LESSOR to continue the Lease Agreement in writing three (3) months prior to the expiry of the renewal. The parties shall in that case be under the obligation to enter into a new written Lease Agreement, whereby the present Lease Agreement shall serve as a basis for a lease period and a new rental price and new conditions then to be agreed upon.
4. If LESSEE fails to vacate and surrender the Leased Premises at the Lease Expiration Date or sooner termination of this Lease Agreement, then LESSEE, to the extent allowed by law, shall defend and indemnify LESSOR from all liability and expense resulting from the delay or failure to vacate and surrender, including, without limitation, claims made by any succeeding lessee founded on or resulting from LESSEE’s failure to vacate and surrender.
5. If the last day of the term of this Lease Agreement or any renewal thereof, falls on Sunday, this Lease Agreement shall expire at noon on the preceding Saturday, unless it be a legal holiday, in which case it shall expire at noon on the preceding business day.
1. A “lease year” is defined as one (1) calendar year beginning on the Lease Commencing Date and ending on the first anniversary.
2. Not applicable.
1. The rental amounts per month from any date up to and including any date is as follows:
a. The total rental amount per month for the period from start date up to and including end date is ANG any amount (any amount Netherlands Antilles Guilders).
b. Starting for the first time on start date the base amount will be raised by four percent (4%) percent and every following year, for the duration of this Lease Agreement, on the first (1st) day of any month by four (4) percent of the at the moment prevailing monthly rental price.
c. Because the above mentioned rental increase is automatic, it shall not be subject to any notification. The fact that the increase may not have been calculated immediately shall not entail any forfeiture of the right of LESSOR to seek the subsequent retroactive application of the increase.
d. The rental price inclusive of prevailing taxes shall be payable in advance, without prior demand, and promptly on or before the first day of each and every calendar month, for the first time on start date and shall be paid by means of a Standing Order into LESSOR’S account number 21.16.90.01 with the our bank, Netherlands Antilles, mentioning “any name.” All transfer charges shall be for LESSEE’s account.
e. Upon signing of this Lease Agreement LESSEE shall provide convincing evidence to LESSOR that such standing order has been effected by means of the stamped and signed copy by LESSEE’s bank of the instituted Standing Order.
2. There shall be no claims for a discount or a set-off against claims that LESSEE alleges to have or to acquire against LESSOR.
Early termination of the Lease Agreement
In case of premature termination of the Lease Agreement or of its renewal term due to cancellation by LESSEE or due to any act resulting in LESSEE becoming liable towards LESSOR with respect to the termination of the Lease Agreement, LESSEE shall indemnify LESSOR, which indemnification is fixed now for then, at an amount equal to twelve (12) months of the then prevailing rent.
Intended purpose and use of the Leased Premises
1. The Leased Premises are intended to be used and occupied by LESSEE exclusively as a retail electronics store. LESSEE shall restrict its use to such purpose.
2. The Parties can only by prior mutual, express and written agreement decide to use and occupy the Leased Premises, in whole or in part, for any other purpose.
3. LESSEE is under the obligation to keep the Leased Premises continuously in use, to equip and to maintain the Leased Premises with sufficient merchandise, furniture and fixtures in sufficient quantity and value to enable payment of the rent and compliance with all the terms and conditions of the Lease Agreement and to use the Leased Premises with due care in conformity with the abovementioned purpose, to maintain the Leased Premises in a clean condition and in a good state of repair, to use the Leased Premises in a proper manner, and to take care that no annoyance or nuisance is caused to other parties.
4. Any other written directions given by or on behalf of LESSOR in the reasonable interest of proper use, maintenance and appearance of the Leased Premises, shall be observed by LESSEE. In case the directions result in costs that, pursuant to Articles 6 and 7, are not normally for LESSEE’s account, said costs shall be borne by LESSOR.
5. It is not permitted for LESSEE to sublet, assign, loan out or license to occupy the Leased Premises, in whole or in part, to a third party without the express prior written consent of LESSOR, which consent may be granted, denied or conditioned in LESSOR’s sole discretion; this consent shall not be withheld on unreasonable grounds. An unauthorized assignment, sublease, loan out or license to occupy by LESSEE shall be void and shall terminate this Lease Agreement at the option of LESSOR.
6. Consent by LESSOR to any assignment or subletting, assignment, license to occupy or loan out shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting.
7. Any consent by LESSOR to any assignment of this Lease may be conditioned upon the assignee assuming the full and faithful performance of all terms and conditions of this Lease Agreement and upon the continued liability of LESSEE under all terms hereof. Any consent by LESSOR to any subletting shall be conditioned upon the express agreement by the sub-lessee to be bound by the terms and conditions of this Lease Agreement applicable to LESSEE. No legal relationship shall exist between sub-lessee and LESSOR. Upon expiration of the Lease Agreement between LESSOR and LESSEE the sublease agreement, license to occupy, assignment or loan out between LESSEE and sub-lessee will on the same day automatically be rendered as terminated.
Restrictions on use
1. LESSEE shall not use the Leased Premises in any manner that will increase risks covered by LESSOR’s insurance on the Leased Premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of LESSEE’s business purposes, or which will prevent LESSOR from procuring an insurance policy in companies acceptable to LESSOR. In the case there is such an increase in the rate of insurance LESSEE agrees to pay on demand any such increase.
2. LESSEE shall not keep, use, or sell anything prohibited by any policy of fire and liability insurance covering the Leased Premises necessary to keep in force LESSOR’s fire and liability insurance.
3. LESSEE will not permit the Leased Premises to be used for any business or purpose deemed disreputable, unlawful, immoral and bawdy or for any purpose that will injure the reputation of LESSOR, the Leased Premises or Building.
4. LESSEE will not bring or permit any obscene or pornographic material into the Leased Premises, and shall not permit or conduct any obscene, nude, or semi-nude live performances in the Leased Premises, nor permit use of the Leased Premises for nude modeling, rap sessions, or as a so called rubber goods shop, or as a sex club of any sort, or as a “massage parlor.” LESSEE agrees further that LESSEE will not permit any of these uses by any sub-lessee or assignee of the Leased Premises.
5. Nothing will be brought into the Leased Premises which increases the risk of fire or liability such as, but not limited to, flammable oils, fluids, propane, benzene, gasoline, kerosene or other extra-hazardous materials.
6. LESSEE is bound not to act in breach of public regulations regarding public order and fire hazard, safety and hygiene and not use, keep or permit to be used or kept, any foul of noxious gas or substance in the Leased Premises, or permit or suffer the Leased Premises to be occupied or used in a manner offensive or objectionable to LESSOR, other occupants of the Building, or its neighbors by reason of noise, odors and/or vibrations, or interfere in any way with other tenants, neighbors, or those having business therein.
7. LESSEE shall not mortgage LESSEE’s interest in this Lease Agreement of the Leased Premises as security for the payment of any loan, note or refinancing without the prior, written consent of LESSOR, which consent may be withheld in LESSOR’s sole discretion.
Delivery at the commencement of the Lease Agreement; utilities
1. LESSEE acknowledges to have accepted the Leased Premises in a good state of repair, glass enclosed and fully glazed without cracked windows or damaged or non-functioning door locks and undertakes upon moving out of the Leased Premises to deliver the Leased Premises in the same good condition. LESSEE acknowledges to have received from LESSOR a key for each entrance door to the Leased Premises.
2. The infrastructure and installation of communication equipment such as telephone, facsimile and internet connections as well as air conditioning, fire, smoke and alarm systems and any other facilities necessary for LESSEE’s business operations must be taken care of by LESSEE itself, on the understanding that the equipment and the cable work shall not be a blot on the building, all this at LESSOR’s discretion. The costs involved for the construction, the purchase and the use of these installations and appliances are entirely for LESSEE’s account.
3. LESSEE is under the obligation at the commencement of the lease to have the water and electricity meters registered in LESSEE’s name and to reimburse LESSOR for the deposits and connection charges paid to the water, gas and electricity companies. All costs involved for the use of water, gas and electricity, cleaning and waste disposal while this Lease Agreement is in force are for LESSEE’s account.
4. LESSOR does not warrant the quality or adequacy of the utilities or services, nor does LESSOR warrant that any of the utilities will be free from interruption.
5. LESSOR shall not be liable for the consequences of visible defects on the Leased Premises and for installations, signboards, signs, awnings, marquees and suchlike matters installed on or in the Leased Premises installed by LESSEE. LESSEE undertakes to indemnify LESSOR against claims from third parties for damages suffered or to be suffered by them as a consequence of the visible defects, installations, etc. referred to hereinbefore.
6. Not applicable.
7. If permission is given to LESSEE to enter into the possession of the Leased Premises or to occupy Premises other than the Leased Premises prior to the date specified as the commencement of the term of this Lease Agreement, LESSEE covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease Agreement, except the obligation to pay the fixed rent price set forth in Article 3 of this Lease Agreement.
Maintenance, repair, alterations, etc.
1. LESSEE shall bear all costs for maintenance and repairs which, pursuant to the law, this Lease Agreement and local custom are for account of LESSEE, which are understood by the parties to include: the cleaning, repairing and unclogging of drains, lavatories, sinks, sanitary fittings, all internal pipes, supply pipes and drainage pipes without any exception, switches and wall sockets, the cleaning and maintenance of windows, pest- and vermin extermination and prevention operations, both indoors and outdoors, taps, hinges and locks. The maintenance of pipes, cables and wires, sewers and cesspits located outside the Leased Premises are for LESSOR’s account, all this in conformity with the law and local custom.
2. LESSEE shall destroy all insects, rodents, and other vermin at its own expense, as soon as they appear.
3. All daily and routine interior and exterior maintenance, including upkeep and painting of woodwork and plasterwork, ceilings and inside paintwork, as well as all minor and daily repairs including repairs to electrical installations, locks, window panes, interior doors and interior windows, as well as the interior cleaning of the Leased Premises are for LESSEE’s account, all this insofar as necessary, notwithstanding the provisions stated hereinbefore. The costs involved for the repairs to sewers, cesspits or pipes and cables, necessitated by negligence or wrong acts on the part of LESSEE, shall be for LESSEE’s account.
4. All maintenance work to be carried out on or to the Leased Premises shall be performed after prior consultation with LESSEE. LESSOR or one of its authorized representatives or agents has the right, upon having notified LESSEE, to enter the Leased Premises, but shall not be entitled to move freely in the Leased Premises – insofar as it does not concern a part of the Leased Premises that is open to the public – without being accompanied by someone designated by LESSEE, except in case of an emergency. LESSEE undertakes to cooperate in this respect.
5. LESSEE shall have to permit, during a reasonable period of time, maintenance, improvements and repairs, replacements and/or measures for the prevention or limitation of damages to the Leased Premises and to LESSOR’s adjacent real property’s, without being entitled to any compensation or reduction of the rent.
6. LESSEE is not permitted to carry out work in, on or to the Leased Premises, including the alteration, improvement or demolition of any part of the Leased Premises, nor to the appurtenant pipes, wiring and drains, unless explicit prior written consent has been obtained from LESSOR, which consent may be granted, denied or conditioned in LESSOR’s sole discretion. This consent shall not be denied on unreasonable grounds, nor granted on unreasonable conditions.
7. LESSEE shall procure, comply, obtain and maintain at its own cost and expense before making any alterations, improvements or additions all certificates, registrations, filings, permits, approvals, waivers and discharges (so-called “vergunningen” and “ontheffingen”), licenses and other authorizations of governmental, quasi-governmental bodies or authorities which are necessary to permit the construction of the alterations, improvements, upkeep or additions in the Leased Premises and shall keep the same in full force and effect.
8. Upon the termination of the Lease Agreement LESSEE shall have or restore the Leased Premises to the state existing at the time the Leased Premises were leased out, unless LESSOR in granting the consent referred to in this Article, has given the right to LESSEE to maintain any such works upon the termination of the rent, in which case LESSEE shall not be in a position to claim any compensation from LESSOR in respect of such works.
9. It is prohibited for LESSEE without the prior written consent of LESSOR, which consent may be granted, denied or conditioned in LESSOR’s sole discretion, to install any objects, signs, awnings, marquees or suchlike matters on or in the Leased Premises or on the outside of the Leased Premises, such as advertising signboards, wall paintings and the like. This consent will not be withheld on unreasonable grounds, nor granted on unreasonable conditions.
10. If not explicitly otherwise agreed, all alterations constructed to the outerside shall become the property of LESSOR, while LESSEE shall not be in a position to claim any compensation for such alterations. LESSOR is entitled to require from LESSEE that upon the expiry of the Lease Agreement LESSEE shall restore for its account the Leased Premises to its original state. In case LESSEE refuses to do this, LESSOR shall be entitled at LESSEE’s expense, to have the Leased Premises restored to its original state.
11. All goods left behind by LESSEE upon the termination of the lease, shall be deemed to have been surrendered by LESSEE to LESSOR and LESSOR shall be in a position to dispose of said goods as its property without being obliged to pay any compensation to LESSEE and without being accountable to LESSEE, all this without prejudice to LESSOR’s right to remove said goods at LESSEE’s expense.
12. LESSEE, at its sole cost and expense, shall engage exterminators to control vermin and pests on a regular basis.
13. LESSEE shall install prior to the opening of the Leased Premises for business at its own cost and expense sufficient fire extinguishers and fire blankets and arrange for professional yearly maintenance of these extinguishers all in accordance with safety regulations prescribed by the government, departments, commissions and boards and any direction of any public officer pursuant to law as well as the fire underwriter and fire-insurance company. LESSEE shall permit any officials and the insurance company to inspect the Leased Premises.
14. LESSEE is aware and acknowledges that there may be pipes, wiring and drains between the walls, of the Leased Premises and LESSOR’s real property which may result in LESSEE having to perform work in the aforementioned real properties. LESSEE shall timely coordinate beforehand with the tenants of the retail shops for any necessary repairs, improvements, replacements, alterations, restorations or renewals of any nature or description.
15. In order to protect the interests of the tenants of the adjacent retail shops as mentioned in paragraph 14 hereof, LESSEE will be responsible for any damages done to the retail shops caused by any repairs and/or improvements. LESSEE undertakes to perform these works in a manner that does not cause undue interference with the tenant’s use and activities of the aforementioned real properties.
16. LESSEE shall defend and hold LESSOR harmless against all liability, damage and loss arising from any claims resulting from paragraph 15 hereof.
17. For maintenance purposes, it may be necessary for the tenants of LESSOR’s real properties to have access to their respective roof areas which roof areas can only be reached through the Leased Premises. LESSEE will lend free and unfettered access to these tenants providing that aforementioned maintenance is done in a manner that does not cause undue interference with LESSEE’s use of and activities in the Leased Premises.
Liability, damage, compensation of damages and insurance
1. LESSEE shall be liable towards LESSOR for all damages and losses, not resulting from fire, caused or inflicted to the Leased Premises during the lease period, with the exception of those damages and losses of which LESSEE provides proof that they were caused through no fault or negligence of LESSEE or of persons staying with LESSEE’s permission on or in the Leased Premises and/or Building of which the Leased Premises are a constituent part. LESSOR bears no liability whatsoever for damage sustained by persons or inflicted to property of LESSEE in the Leased Premises.
2. Regarding damages and losses resulting from fire, paragraph 5 of this Article applies.
3. LESSEE is under the obligation to adopt the necessary measures in order to prevent damage to the Leased Premises relating in particular, but not limited to, accident, dangerous or defective condition, fire, wind, storm, flooding, vandalism or break-in.
4. LESSEE is also under the obligation to promptly notify LESSOR first orally with subsequent written confirmation in case there is a threat of impending damage to the Leased Premises or in case such damage has been caused or in case defects have occurred in the Leased Premises. In such case LESSOR will acknowledge receipt of LESSEE’s writing as soon as possible to LESSEE.
5. LESSEE shall not be liable for damage caused to the Leased Premises by fire, except if the fire is due to willful intention, negligence or default on the part of LESSEE. LESSEE is under the obligation to observe all present and future laws, orders and safety regulations prescribed by the government, departments, commissions and boards and any direction of any public officer pursuant to law as well as the fire-insurance company and to properly maintain the safety devices in conformity with said regulations and to have said devices available in the places designated for that purpose. LESSEE shall permit any officials and the fire-insurance company to inspect the Leased Premises also in regard to the compliance with the regulations.
6. The payment of any penalties and fines arising out of or in any way connected with the violation of, or non-compliance with, the foregoing shall be LESSEE’s responsibility.
7. LESSOR shall not be liable for delays due to settling insurance claims, obtaining estimates, filings, government permits, registrations, authorizations and approvals (“vergunningen”), waivers, discharges (“ontheffingen”), labor and supply problems or any other cause not fully under LESSOR’s control.
8. LESSEE shall require any contractor or sub-contractor performing work on the Leased Premises to carry and maintain, at no expense to LESSOR, a non-deductible comprehensive general liability insurance, including, but not limited to, contractor’s commercial liability coverage, contractual liability coverage and contractor’s protective liability coverage with respect to personal injury or death; and workmen’s compensation or similar insurance in form required by law.
9. LESSEE shall bear the costs of any damages, charges and fines caused by or payable on account of LESSEE’s acts or omissions in violation of the existing laws and regulations with regard to the water, gas and electricity supply.
10. LESSOR shall not be liable for stagnation in the supply of water, gas and/or electricity, nor for damages and costs arising from stagnation of said supply.
11. Notwithstanding the provisions contained elsewhere in this Lease Agreement, LESSEE is under the obligation to compensate all damages suffered by LESSOR as a consequence of violation or non-fulfillment of the provisions of this Lease Agreement.
12. LESSEE indemnifies LESSOR against all claims caused to third parties, as a result of visible defects of the Leased Premises and the installations, signboards, signs, awnings, marquees and suchlike matters constructed on or in the Leased Premises, or caused by the acts or omissions of LESSEE, including a situation created by LESSEE.
13. Where provisions have been stipulated in this Lease Agreement regarding the liability of LESSEE, such liability shall explicitly also include the liability of every person carrying out work or performing services for or on behalf of LESSEE, whether or not in paid employment; LESSEE shall be deemed to be liable for all acts of those present in the Leased Premises with LESSEE’s permission.
14. LESSEE shall insure the Leased Premises for LESSEE’s account against fire, with the exception of the building which shall be insured by LESSOR against fire, against glass damage, burglary, flooding and statutory liability for damage to third parties or to property belonging to third parties. At the commencement of the lease LESSEE shall submit to LESSOR a copy of the policies in evidence that LESSEE has taken out said insurances. LESSEE indemnifies LESSOR explicitly against all claims of whatever designation in case the insurances carried by LESSEE are insufficient to cover the aforementioned damages. LESSEE shall see to prompt payment of all insurance premiums during the currency of this Lease Agreement.
15. LESSOR is exempt from any and all liability for any damage or injury to person or property caused by or resulting from steam, electricity, gas, water, rain, janitorial, or any leak or flow from or into any part of the Leased Premises or from any damage or injury resulting or arising from any other cause or happening whatsoever unless said damage or injury be caused by or due to the negligence of LESSOR.
Destruction, fire and other casualty
1. If the Leased Premises or any part thereof shall be damaged by fire or other casualty, LESSEE shall give immediate notice thereof to LESSOR and this Lease Agreement shall continue in full force and effect except as hereinafter set forth.
2. If the Leased Premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of LESSOR, and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the Leased Premises which is usable.
3. If the Leased Premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the Leased Premises shall have been repaired and restored by LESSOR (or sooner reoccupied in part by LESSEE then rent shall be apportioned as provided in the second paragraph of this Article, subject to LESSOR’s right to elect not to restore the same as hereinafter provided.
4. If the Leased Premises are rendered wholly unusable or (whether or not the Leased Premises are damaged in whole or in part) if the Building shall be so damaged that LESSOR shall decide to demolish it or to rebuild it, then, in any of such events, LESSOR may elect to terminate this Lease Agreement by written notice to LESSEE given within 90 (ninety) days after such fire or casualty or 30 (thirty) days after adjustment of the insurance claim for such fire or casualty, whichever is sooner, specifying a date for the expiration of the Lease Agreement, which date shall not be more than 60 (sixty) days after the having given of such notice, and upon the date specified in such term of this Lease Agreement shall expire as fully and completely as if such date were the date set forth above for the termination of this Lease Agreement and LESSEE shall forthwith quit, surrender and vacate the Leased Premises without prejudice however, to LESSOR’s rights and remedies against LESSEE under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent made by LESSEE which were on account of any period subsequent to such date shall be returned to LESSEE.
5. Unless LESSOR shall serve a termination notice as provided herein, LESSOR shall make the repairs and restorations under the conditions of paragraphs 2 and 3 of this Article, with all reasonable expedition subject to the delays due to adjustment of insurance claims, labor troubles and causes beyond LESSOR’s control. After any such casualty, LESSEE shall cooperate with LESSOR’s restoration by removing from the premises as promptly as reasonably possible, all of LESSEE’s salvageable inventory and movable equipment, furniture, and other property. LESSEE’s liability for rent shall resume five (5) days after written notice from LESSOR that the Leased Properties are substantially ready for LESSEE’s occupancy and written consent to this notice has been given by LESSOR to LESSEE. LESSOR cannot unreasonably withhold this consent to LESSEE.
6. Nothing contained hereinabove shall relieve LESSEE from liability that may exist as a result of damage from fire or other casualty. Notwithstanding anything contained to the contrary in paragraphs 1 and 5 of this Article, including LESSOR’s obligation to restore under paragraph 2 of this Article, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible, and to the extent permitted by law, LESSOR and LESSEE each hereby releases and waives all right of recovery with respect to paragraphs 2, 3 and 5 of this Article, against the other, or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred shall be deemed to include any loss or damage to the Leased Properties and/or any personal property, equipment, trade fixtures, goods and merchandise located herein. The foregoing release and waiver shall be in force only if both releasor’s insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. LESSEE acknowledges that LESSOR will not carry insurance on LESSEE’s furniture and/or furnishings or any fixtures and equipment, improvements, or appurtenances removable by LESSEE, and agrees that LESSOR will not be obligated to repair any damage thereto or replace the same.
7. LESSEE acknowledges that LESSOR will not carry insurance on LESSEE’s movable assets such as furniture and/or furnishings or any fixtures and movable equipment, and agrees that LESSOR will not be obliged to repair any damage thereto or replace same.
8. It is understood and agreed between LESSOR and LESSEE that any improvements and installations being installed by LESSEE are specific to LESSEE’s business and are being procured for the sole purpose of enhancing LESSEE’s business and not to confer any permanent benefit or enhancement in value on the Leased Premises.
1. Upon the signing of this Lease Agreement LESSEE shall pay to LESSOR a Guarantee Deposit of any amount (any amount Netherlands Antilles Guilders) which amount is equal to three (3) months’ initial rent. In case the rent is increased the Guarantee Deposit shall also be raised accordingly, so that the Guarantee Deposit shall always be equal to three (3) months of the new (higher) rent.
2. The Guarantee Deposit shall be returned to LESSEE thirty (30) days after the expiration (or any renewal or extension of the term) or its prior expiration through no fault of LESSEE provided all sums lawfully due to LESSOR under this Lease Agreement have been paid and LESSEE has fully and faithfully carried out all its obligations under this Lease Agreement.
3. The Guarantee Deposit shall serve for the observance, proper and faithful fulfillment by LESSEE of all the provisions and conditions of this Lease Agreement (including the payment of the rent), and also for covering any damages sustained by the Leased Premises due to LESSEE’s fault. The amount of said damage shall be assessed as much as possible by mutual agreement. In addition, the Guarantee Deposit shall be used to pay any bills for electricity, water, gas and telephone still outstanding upon the termination of the Lease Agreement.
4. It is prohibited for LESSEE to use the Guarantee Deposit for the purpose of setting off any claim which he allegedly has against LESSOR or as payment of any rental installment. LESSEE shall not be entitled to interest on the Guarantee Deposit and LESSOR shall not be required to keep the Guarantee Deposit in a designated security deposit bank account.
5. In the event of a bona fide sale of the Leased Premises or of property of which the Leased Premises are part, LESSOR shall have the right to transfer the Guarantee Deposit to the purchaser to be held under the terms of this Lease Agreement, and LESSOR shall be released from all liability for returning of the Guarantee Deposit. LESSEE agrees to look to the new Landlord solely for the return of said Guarantee Deposit.
6. In case of sale and transfer of ownership of the Leased Premises by LESSOR to a third party, LESSOR is bound to obtain from buyer of the Leased Premises a written and signed statement regarding buyer’s obligation to return the Guarantee Deposit to LESSEE at the expiration of the lease while taking into consideration the other paragraphs of this Article and present this statement to LESSEE within one (1) week after transfer of ownership.
7. The Guarantee Deposit deposited under this Lease Agreement shall not be mortgaged, assigned or encumbered by LESSEE.
8. LESSOR shall have the right from time to time without prejudice to any other remedy LESSOR may have on account thereof to apply the Guarantee Deposit or any part thereof, to damages or expenses arising from LESSEE’s default or failure to perform any of its obligations under this Lease Agreement. Should the entire Guarantee Deposit, or any portion thereof, be applied by LESSOR in accordance to the provisions hereof, LESSEE shall forthwith upon demand pay LESSOR an amount sufficient to restore the Guarantee Deposit to the required amount as specified in the first paragraph of this Article.
9. If the present Lease Agreement is terminated due to non-compliance with its terms and conditions for any reason attributable to LESSEE, the Guarantee Deposit shall remain the property of LESSOR, without prejudice to any damages that may be awarded to LESSOR.
10. Notwithstanding anything in this Lease Agreement to the contrary, and without limiting LESSEE’s other rights and remedies provided for in this Lease Agreement, LESSOR may increase the Guarantee Deposit by an amount that LESSOR determines, in its sole and absolute discretion, is necessary to protect its interest. Such increase shall not amount to more than four (4) months of the prevailing rent. This is increase is to be paid by LESSEE immediately upon demand by LESSOR.
Pledge of personal property
1. LESSEE hereby pledges and assigns to LESSOR all the furniture, fixtures and goods of LESSEE which shall be brought or put on the Leased Premises as a security for the payment of the rent herein reserved, and LESSEE agrees that the said lien may be enforced by distress foreclosure or otherwise at the election of LESSOR.
2. LESSEE hereby declares that it has the full power and authority to pledge and deliver all the furniture, fixtures and goods mentioned in above paragraph to LESSOR and that there are no obligations or restricted rights pledged on the furniture, fixtures and goods (Article 3:237 under 2 of the Civil Code of the Netherlands Antilles).
3. LESSEE shall deliver to LESSOR upon first demand a complete and accurate list of all the furniture, fixtures and goods pertaining to this Article.
Personal property located within Leased Premises owned by LESSOR
All personal property placed or moved in the Leased Premises by LESSEE shall be at the risk of LESSEE or the owner thereof, and LESSOR shall not be liable for any damage to said personal property of the LESSEE or others arising from any cause whatsoever.
Breach of Lease Agreement; non-performance
1. In case LESSEE or a company operated by LESSEE whether or not in the form of a legal entity, is declared bankrupt or has been granted a moratorium of payment or in case an attachment is imposed on LESSEE’s property, or in case LESSOR is of the opinion that LESSEE is misusing, neglecting or is not treating the Leased Premises in conformity with the requirements, or in case LESSEE, after written warning, fails to meet any of its obligations resting with LESSEE in connection with the Leased Premises in pursuance of the law, local ordinances and custom and/or this Lease Agreement, LESSOR shall be entitled to terminate this Lease Agreement without any judicial intervention, with immediate effect, or at such time as LESSOR shall elect, without prejudice to LESSOR’s right to compensation in case there are grounds to do so. The costs involved for the warnings, reminders and demand letters shall be for LESSEE’s account, unless these warnings, reminders and demand letters will be proven to be unjust.
This provision shall not be
prejudicial to LESSOR’s right to initiate an action for the dissolution of
the Lease Agreement by virtue of the provisions of the Civil Code of the
3. LESSEE grants the right to LESSOR, as occasion arises, to actually enter the Leased Premises and to do everything to safeguard LESSOR’s rights including its claim rights.
4. All costs explicitly including the costs of legal advice, extrajudicial collecting charges and court charges incurred by LESSOR in case LESSEE fails to fulfill any obligation arising from this Lease Agreement, the law, local ordinances and custom shall be for LESSEE’s account.
5. In the event that litigation results or arises out of this Lease Agreement or the performance thereof, the law, local ordinances and custom, LESSOR and LESSEE agree to reimburse the prevailing party’s attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one (1) year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
6. LESSEE is under the obligation, on first demand, to pay the abovementioned costs to LESSOR. The mere fact that LESSOR has enlisted the services of a third party shall serve as evidence of the amount of and the obligation to pay the extrajudicial charges. The extrajudicial collection costs amount to fifteen per cent (15%) and shall be payable for the total sum of the rental amount, the compensation amount, the legal increases and interest amounts demanded; these amounts will be payable by LESSEE in all cases whereby LESSOR has enlisted the collection services of the abovementioned third parties.
7. If any monthly rental payments are not received within seven (7) days of the due date each month, a late charge fee of ANG 100.-- (one hundred Netherlands Antilles Guilders) shall be added for each and every late payment, plus an additional ANG 10.-- (ten Netherlands Antilles Guilders) per day for each day thereafter until payment is received. These amounts shall be additional rent.
8. In addition to the Lease payments, LESSEE agrees to pay a late charge of ANG 100.-- (one hundred Netherlands Antilles Guilders) if the monthly payment is received later than on the seventh (7th) day of the month, on each and every month in which the payment is not made promptly as herein specified. The late penalty shall be additional rent.
9. If any check for rent or other sums due hereunder received by LESSOR is returned by the bank for insufficient funds, in addition to any other right or remedy available to LESSOR as a result of such a default, LESSEE shall pay LESSOR a returned check fee of ANG 100.-- (one hundred Netherlands Antilles Guilders) to reimburse LESSOR for the costs and expenses associated with such returned check.
10. In addition to the late charge fee described in Article 12 sub 7, LESSEE will furthermore be charged interest at the rate of one and a half per cent (1.5%) per month.
11. LESSEE acknowledges that habitual late payment of the monthly rental amount is a material default under this Lease Agreement, even if LESSEE eventually pays the rent. LESSOR is entitled to terminate this Lease Agreement for LESSEE’s failure to pay the monthly rent on time on more than five (5) occasions within any twenty four (24) month period. It is furthermore expressly agreed and understood that in the event that LESSEE fails to pay the monthly rent for two or more consecutive months, or has a single month’s rent outstanding for a period of sixty days or more, such shall constitute an incurable default by LESSEE which shall be sufficient grounds for LESSOR to dissolve this Lease Agreement, unabated LESSOR’s rights to all outstanding rent payments due to LESSOR at such time, and with full application and effectiveness of all relevant stipulations laid down in this instrument, in particular, but not limited to, the stipulations laid down in this Article.
12. The failure of LESSOR to insist upon a strict performance of any of the terms and conditions of this Lease Agreement, shall not be deemed a waiver of any rights and remedies that LESSOR may have, and shall not be deemed a waiver of any subsequent breach or default in the terms and conditions of this Lease Agreement.
13. LESSOR is not obligated to accept partial payments, however, if such partial payments are accepted, it will not waive any of LESSOR’S right to seek the balance due, interest and late charge fees as stated in this Lease Agreement.
If the whole or any part of the Leased Property shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this Lease Agreement shall cease and terminate from the date of title vesting in such proceeding, and LESSEE shall have no claim for the value of any unexpired term of said Lease Agreement. LESSEE shall have the right to make an independent claim to the condemning authority for the value of LESSEE’s moving expenses and personal property, trade fixtures and equipment, provided LESSEE is entitled pursuant to the terms of the Lease Agreement to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce terms of the Lease Agreement to remove such property, trade fixtures and equipment at the end of the term, and provided such claim does not reduce LESSOR’s award.
Obligations upon the termination of the Lease Agreement
1. Upon the termination of the Lease Agreement LESSEE shall be obligated to vacate and surrender to LESSOR the Leased Premises together with those persons belonging to LESSEE, and to the satisfaction of LESSOR, deliver the Leased Premises “broom-clean”, ordinary wear excepted, in the state in which LESSEE received the Leased Premises, and to return the keys to LESSOR.
2. At the time the Lease Agreement will be terminated, the parties shall inspect the condition of the Leased Premises and draw up a written report thereof.
3. LESSEE shall repair the defects detected during the inspection and which are chargeable to LESSEE and, unless it is otherwise agreed between the parties, LESSEE shall for its account and prior to the termination of the Lease Agreement, remove any items constructed by LESSEE since the commencement of the Lease Agreement in, on or at the Leased Premises whether or not such item is attached to the land or is permanently attached, all this so as to restore the Leased Premises to its original state.
4. In case LESSEE does not make use of the right accorded to it in the foregoing paragraph of this Article, LESSEE shall not be in a position after the vacation of the Leased Premises, to claim any compensation for all items constructed in, to or on the Leased Premises by and for account of LESSEE.
5. LESSEE hereby grants irrevocable authority to LESSOR, upon the termination of the Lease Agreement, to repair for LESSEE’s account all defects detected by LESSOR – such at LESSOR’s discretion – which are chargeable to LESSEE, or as the case may be, to remove for LESSEE’s account alteration deemed undesirable by LESSOR and to restore the Leased Premises to its original condition.
6. LESSEE agrees to permit LESSOR or LESSOR’s lawful representatives or agents to show the Leased Premises during reasonable business hours to persons wishing to rent or purchase the same; and LESSEE further agrees that on and after the third month, next preceding the expiration of the term hereby granted, LESSOR or LESSOR’s lawful representatives or agents shall have the right to place notices on the front of said premises, or any part thereof offering the Leased Premises “To Let”, “For Rent” or “For Sale”, and that LESSEE agrees to permit the same remain thereon without hindrance or molestation.
In case any provision of this Lease Agreement shall be invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby and LESSOR and LESSEE, acting in good faith will amend this Lease Agreement to fulfill their intentions at the time this Lease Agreement was signed.
Any holding over after the expiration of the Lease Agreement with the prior written consent of LESSOR shall be construed to be a month-to-month tenancy and shall be subject to the terms and conditions of this Lease Agreement. If LESSEE holds over without LESSOR’s prior written consent, such tenancy shall be construed as a tenancy at sufferance and LESSEE shall pay as holdover rent an amount equal to two times the monthly rental rate of the month immediately preceding such holding over for each day that LESSEE fails to surrender possession of the Leased Premises to LESSOR. Such double rent shall continue to be paid during all the time that LESSEE shall continue in possession and shall otherwise be on the same terms and conditions as specified in this Lease Agreement. LESSEE shall not interpose any counterclaim or counterclaims in a summary proceeding or other action based on holding over.
Choice of domicile
LESSEE declares that the Leased Premises shall be its permanent domicile for any summons, correspondence, invoice, notice, statement, demand or other communication to be sent by LESSOR in connection with the performance of this Lease Agreement (including premature termination of the Lease Agreement, dissolution and eviction, etc.).
Communication with LESSOR
Any communication, notice, request, demand, instruction, approval or consent that LESSEE hereto desires or is required to give to LESSOR shall be deemed to have been duly given
a. When delivered by hand.
b. When received by facsimile transmission, with printed confirmation of transmission and verbal (telephonic) confirmation of receipt.
c. In writing and sent by Registered Mail, with sufficient postage prepaid thereon, to LESSOR at the following address:
Zenon Enterprises N.V., Sha i
Lio Caprileskade 7,
Name and address of LESSOR’s contact persons
Mr. Berny A. Cheis, Sha i Lio
Telephone : 461-2299
Facsimile : 461-2298
E-mail : firstname.lastname@example.org
Mr. Tsale Kirzner,
Oukoopsedijk 1, 2811 NE Reeuwijk, The
Telephone : +31 182 399-067
Facsimile : +31 182 399-068
E-mail : email@example.com
1. Neither LESSOR or LESSOR’s authorized representatives or agents have made any representations or promises with respect to the physical condition of the Building, the land upon which it is erected or the Leased Premises, the lease amounts, this Lease Agreement, expenses of operation, or any other matter or thing affecting or related to the Leased Premises, except as herein expressly set forth, and no rights, easements or licenses are acquired by LESSEE by implication or otherwise, except as expressly set forth in the provisions of this Lease Agreement. LESSEE has inspected the Building and the Leased Premises and is thoroughly acquainted with their condition, and agrees to take the same “as-is”, and acknowledges that the taking of possession of the Leased Premises by LESSEE shall be conclusive evidence that the said Leased Premises and the Building of the which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to latent defects.
2. It is understood and agreed by LESSEE that this Lease Agreement fully and completely sets forth all understandings and agreements between LESSOR and LESSEE and that LESSOR and LESSOR’s authorized agents have made no representations or promises (oral or written, express or implied) with respect to the Building or Leased Premises or this Lease Agreement, except as expressly set forth in this Lease Agreement, and that no claim or liability or cause of termination shall be asserted by LESSEE against LESSOR for, and LESSOR shall not be liable by reason of, the breach of any representations or promises not expressly stated in this Lease Agreement. This Lease Agreement supersedes all prior agreements, written or oral, with respect to the rented Leased Premises, including without limitation, any letter of intent, facsimile or e-mail.
No third party beneficiary
Nothing expressed or implied in this Lease Agreement is intended, or shall be construed, to confer upon any given person, firm corporation, partnership, association or other entity, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Lease Agreement.
LESSEE shall, at its own risks, hazards, and expense, without disturbing or seeking out LESSOR, personally handle all claims by neighboring tenants or third parties, particularly regarding noise, fumes, heat, or vibrations, and other annoyances caused by its activities.
Applicable law and choice of forum
All matters pertaining to this Lease Agreement (including its interpretation, application, validity, performance, enforcement and breach) in whatever jurisdiction action may be brought, shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the Netherlands Antilles; all disputes connected with this Lease Agreement, whether contractual or not, or arising from its execution shall be submitted exclusively to the competent Court in Curaçao, Netherlands Antilles.
Authority to execute this Lease Agreement
LESSOR and LESSEE represent that each, respectively, has full right, power, and authority, to execute this Lease Agreement.
LESSEE agrees to inform and update LESSOR promptly as such information changes, to keep current, true, complete and accurate any change of ownership, company name, Chamber of Commerce registration, address, telephone and fax numbers, e-mail address or change of bank.
1. LESSEE is under the obligation to keep the interior as well as the exterior of the Leased Premises clean and free from rubbish originating from LESSEE’s business activities. LESSEE’s responsibility shall not be confined to the boundaries of the Leased Premises, but shall also include the steps and pavement in front of the Leased Premises; in this case boxes, packing material and the garbage from broken garbage bags can be envisioned as examples.
2. LESSEE shall neither encumber nor obstruct the sidewalk in front of, stair of or entrance to the Leased Premises, nor allow the same to be obstructed or encumbered in any manner.
3. LESSOR shall pay the Land Tax (“Grondbelasting”) for the Leased Premises. LESSEE shall pay Occupancy Tax (in case this tax is due or levied at any time during the term of this Lease Agreement) and all other taxes, levies or charges of whatever designation and on whatever account, whether or not in the form of a recurring tax, levy of charge, which are imposed or may become payable as a result of measures adopted by the government in connection with the Leased Premises or the rent and which, pursuant to the law or custom, are chargeable to LESSEE.
4. In the event it becomes necessary in the sole discretion of LESSOR, to renovate, upgrade or otherwise perform construction within the Leased Premises or Building, and/or in the event the premises are put on the market for sale, then LESSOR reserves the right to take possession of the Leased Premises upon sixty (60) days written notice to LESSEE, regardless of the Lease Agreement expiration date. However, LESSOR, grants to LESSEE the right of first refusal to re-rent the Leased Premises if upgraded as a rental unit, or purchase the Leased Premises if the Leased Premises are put on the market for sale, at the then market rent or market sale price respectively. Such right of first refusal is contingent upon LESSEE having met all terms and conditions of this Lease Agreement.
5. LESSEE warrants all the information and representations given to LESSOR in applying for this Lease Agreement to be true and correct an all material aspects, and that false information shall constitute a material breach of this Lease Agreement.
6. Alterations and amendments in any respect to this Lease Agreement shall not be valid unless they are expressly laid down in a written document signed by the lawful representatives or agents of both parties.
7. It is mutually understood and agreed that the agreements contained in this Lease Agreement shall be binding upon LESSOR and LESSEE and upon their respective successors, heirs, executors and administrators.
8. Nothing contained in this Lease Agreement shall constitute or be construed to be or create a partnership or joint venture between LESSOR and LESSEE.
9. LESSEE shall procure, comply, obtain and maintain at its own cost and expense all necessary certificates, filings, registrations, permits (so-called “vergunningen”), waivers, discharges (“ontheffingen”) licenses and other authorizations of governmental, quasi-governmental bodies or authorities, including the fire department and health departments, for his employees and for the opening hours which are necessary for LESSEE to run its business operation.
10. Except to the extent required for any party to obtain and approvals or consents required pursuant to the terms of this Lease Agreement, LESSOR and LESSEE shall not divulge the existence of the terms of this Lease Agreement without the prior written approval of all the Parties hereto, except and as to the extent (i) obligated by law or (ii) necessary for such Party to defend or prosecute any litigation in connection with the transactions contemplated hereby.
11. LESSEE will at all times conduct its business in compliance with all applicable laws, regulations, ordinances and other requirements of governmental authorities (including local laws, rules and regulations respecting occupational safety and health standards).
12. LESSOR and LESSEE recognize that they are entering into a long-term arrangement in which the cooperation of both of them will be required. If during the term of this Lease Agreement, changes in operations of either LESSOR or LESSEE will benefit a Party without detriment to the other Party, LESSOR and LESSEE commit to each other to make reasonable efforts to cooperate and assist each other in making such changes.
13. Upon expiration of this Lease Agreement LESSEE is under the obligation to provide LESSOR with a forwarding address.
14. The captions above each Article and the numbering and lettering within each Article merely serves to facilitate references to the respective subjects and are not part of this Lease Agreement and do not in any way control, define, amplify, limit or describe the intent and scope or construction of the terms and provisions of this Lease Agreement. Parties cannot derive any right therefrom whatsoever.
15. The language in all parts of this Lease Agreement shall in all cases be construed as a whole according to its fair meaning. LESSOR and LESSEE have participated extensively in the negotiations and drafting of this Lease Agreement.
16. This Lease Agreement consists of twenty-six (26) pages numbered one (1) to twenty-six (26).
17. LESSEE acknowledges that it has read this Lease Agreement and agrees to all its terms and conditions. LESSEE furthermore states that it has independently evaluated the desirability of the tenancy and is not relying on any representation agreement, guarantee or statement other than set forth in this Lease Agreement.
Thus drawn up in triplicate, initialized on each page and signed on the last page, in Reeuwijk, The Netherlands on any date, 2009 and in Curaçao, Netherlands Antilles, on any date, 2009.
- Nieuw Volendam N.V. - any company N.V.
Berny Abe Cheis any name
The undersigned, any person, writes as evidence of suretyship (in Dutch “borg”) in his own handwriting “good for suretyship of all obligations represented by this Lease Agreement.”
© 2006, 2007, 2008, 2009 Zenon Enterprises N.V. All rights reserved.