Dated the 8th day of June 1996
XXX XXX PROPERTY DEVELOPMENT
LIMITED
and
TAG-IT PRINTING & PACKAGING LIMITED
***********************************************
TENANCY AGREEMENT
of
Xxxxx 00 & 00, 00xx Xxxxx, Xxxxxx 00 Xxxxx, Xx. 11
Wo Sing Street, Fo Tan, Shatin, New Territories
Term : 2 years
Commencing : 23rd May 1996
Expiring : 22nd May 1998
Rent : HK$29,214.50
Deposit : HK$95,892.30
***********************************************
XXXXXX XXXXXX & CO.,
SOLICITORS,
00XX XXXXX, XXXXXX XXXXXX,
00 XXXXX'X XXXX XXXXXXX,
XXXX XXXX.
REF. NO.: WS-7567/96/0017/hp
THIS AGREEMENT made this 8th day of June, One thousand nine hundred and
ninety six BETWEEN the person(s) firm or company detailed as the Landlord in
Part I of the First Schedule hereto (hereinafter called "the Landlord") of
the one part and the person(s) firm or company detailed as the Tenant in Part
I of the First Schedule hereto (hereinafter called "the Tenant") of the other
part
1. PREMISES, TERM AND RENT
Premises 1.1 The Landlord hereby lets unto the Tenant and the
Tenant hereby agrees to take ALL THOSE the premises particularised in Part II
of the First Schedule hereto (hereinafter called "the said premises")
TOGETHER with a right for the Tenant its servants and licensees (in common
with the Landlord and all other tenants and occupiers of the said building
and their respective servants and licensees and all others having the like
right) to pass and xxxxxx upon down over and along the staircases landings
passages entrances and means of access in the said building at all times by
day and by night on foot for the purpose of access to and from the said
premises from and to the entrance to the said building;
Rights to 1.1.1 AND TOGETHER with the right in common with other tenants and
use lifts occupiers of the said building for the Tenant its servants and licensees to
use the passenger lifts (if any) and freight lift only to and from the said
premises (during such hours as the same shall be working) and provided always
that the Landlord will be under no obligation to supply attendants for such
lifts;
Rights to 1.1.2 AND TOGETHER with the right for the Tenant its servants and
use toilets licensees to use any water closets lavatories and conveniences located
within the said premises or allocated for use by the Tenant;
Term 1.2 This Agreement shall be for the term set forth in Part III
of the First Schedule hereto;
Rent and 1.3 Throughout the said term the rent and other charges as set
other charges out in the Second Schedule hereto shall be payable to the Landlord monthly in
advance clear of all deductions on the date as set out in Part I of the said
Second Schedule.
2. TENANT'S OBLIGATIONS AND RESTRICTIONS
2
The Tenant agrees with the Landlord as follows :-
2.1 RENT AND OTHER CHARGES
Rent 2.1.1 To pay the rent as set out in Part I of the Second Schedule at the
times and in manner aforesaid without deduction and in bank notes if
demanded;
Other Charges 2.1.2 To pay the other charges (if any) as set out in Part II of the
Second Schedule hereto;
Water 2.1.3 To pay all charges for water as may be shown by the separate meter
installed upon or in relation to the said premises or by accounts rendered to
the Tenant in respect of such amount of water consumed in the said premises;
Electricity 2.1.4 To pay all charges for electricity and gas as may be shown by the
and gas separate meter installed upon or in relation to the said premises or by
accounts rendered to the Tenant in respect of such mount of electricity
consumed in the said premises;
Rates, 2.1.5 To pay and discharge all rates taxes assessments duties impositions
taxes, etc. charges and outgoings whatsoever now or hereafter to be imposed or levied on
the Premises or upon the owner or occupier in respect thereof by the
Government of Hong Kong or other lawful authority (Crown Rent and Property
Tax alone excepted). (Without prejudice to the generality of this sub-clause
the Tenant shall pay all rates imposed on the Premises in the first place to
the Landlord who shall settle the same with the Hong Kong Government and in
the event of the Premises not yet having been assessed to rates the Tenant
shall pay to the Landlord a sum equal to the rates which would be charged by
the Hong Kong Government on the basis of a rateable value equal to twelve
months' rent payable by the Tenant on account of the Tenant's liability under
this Clause.)
Utility 2.1.6 To pay and discharge all deposits and charges in respect of gas water
deposits electricity air-conditioning and telephone as may be shown by or operated
from the tenants own metered supply or by accounts rendered to the Tenant in
respect of all such utilities consumed on or in the Premises.
Compliance with 2.2 To obey and comply with all ordinances, regulations, bye-
Ordinances and laws, rules and requirements of any Governmental or other
3
Regulations competent authority relating to the use and occupation of the
said premises the conduct and carrying on of the Tenant's
business on or in the said premises or to any other act, deed, matter
or thing done, permitted, suffered or omitted therein or thereon by
the Tenant or any employee, agent or licensee of the Tenant and
to notify the Landlord forthwith in writing of any notice received from any
utility statutory or public authority concerning or in respect of the said
premises or any services supplied thereto and in particular to observe at all
times all statutory regulations governing fire prevention within the said
premises and to observe perform and comply with all directions given by the
Fire Brigade Urban Council or other competent authority in connection with
the said premises or any part thereof and the storage of goods therein and to
indemnify the Owner and the Landlord against all actions costs claims and
demands in respect of any breach or non-observance of any of the foregoing
covenants;
2.3 USER
User 2.3.1 To use the said premises and every part thereof wholly and
exclusively only for the purpose as set forth in Part V of the First Schedule
hereto and for no other purpose whatsoever;
Breach of 2.3.2 Not to cause suffer or permit any of the provisions of the Crown
Contravention Lease under which the Landlord holds the said premises and to indemnify the
Crown Lease Landlord against any such breach;
Town Planning 2.3.3 Not to use the said premises or any part thereof in such manner or
Ordinance for such purpose whereby any provision or requirement under the Town Planning
Ordinance and any Regulations made thereunder may be infringed or
contravened;
Mutual 2.3.4 To obey observe and comply with and perform all the covenants terms
Covenant and provisions in the Deed of Mutual Covenant and Management Agreement (if
and any) the said building so far as they relate to the said relating to premises
Management and to indemnify the Landlord against the breach non-observance or non-
Agreement performance thereof;
Domestic use 2.3.5 Not to use the said premises or any part thereof as sleeping quarters
or as domestic premises within the meaning of any ordinance for the time
being in force or to allow any person to remain on the said premises
overnight unless with the Landlord's prior permission in writing. Such
permission shall only be given to enable the Tenant to post watchmen to look
after the said premises
4
provided that the names of the watchmen are first
registered with the Landlord prior to its giving such permission;
Illegal or 2.3.6 The Tenant shall not cause permit or suffer any part of the said
immoral use premises to be used for gambling or for any illegal immoral or improper
purposes or in any way so as to cause nuisance annoyance inconvenience or
damage or danger to the Landlord or the tenants or occupiers of adjacent or
neighbouring premises;
Offensive 2.3.7 The Tenant shall not cause permit or suffer any part of the said
trade premises to be used for any trade or business which is now or may hereafter
be declared to be an offensive trade under the public Health and Urban
Services Ordinance or any enactment amending the same or substituting
therefor;
Auctions and 2.3.8 Not to conduct or permit any auction fare bankruptcy close out or
sales similar sales of things or properties of any kind to take place on the said
premises;
Storage of 2.3.9 Not to use the said premises for the manufacture of goods or
hazardous merchandise or for the storage of goods or merchandise other than in small
goods quantities consistent with the nature of the Tenant's trade or business by
way of samples and exhibits nor to keep or store or cause to be kept or
stored upon the said premises any hazardous or extra hazardous or dangerous
goods within the meaning of the Dangerous Goods Ordinance and the Regulations
thereunder or any statutory modification or re-enactment thereof AND to
indemnify the Landlord against all actions costs demands and claims in
respect of any breach or non-observance of this sub-clause;
Obstruction of 2.3.10 Not to put or place any refuse bin, box, carton, container, furniture
common area chattels or refuse or store any goods or any other things on the loading and
unloading spaces on the ground floor or in any of the common entrance-halls,
staircases, landings, passages, corridors, fire escape ways, lifts and other
common parts of and in the said building and not to fix any fixed gates or
fences which may in any way block or obstruct any of the said fire escape
ways AND the Tenant shall indemnify the Landlord for any loss or damage
arising from the breach of this Clause;
Nuisance 2.3.11 Not to cause permit or suffer any part of the said premises to use in
any way so as to cause nuisance annoyance inconvenience on damage or danger
to the Landlord or the tenants
5
or occupiers of adjacent or neighbouring premises;
Noise 2.3.12 Not to cause or produce or suffer or permit to be produced on or in
the said premises any sound or noise (including sound produced by
broadcasting from Rediffusion, Television, Radio and any apparatus or
instrument capable of producing or reproducing music and sound) or other acts
or things in or on the said premises which is or are or may be a nuisance or
annoyance to the tenants or occupiers of adjacent or neighbouring premises;
Animal pets 2.3.13 Not to keep or permit or suffer to be kept any animals or pets in the
and said premises and to take all such steps and precautions to the satisfaction
infestation of the Landlord to prevent the said premises or any part thereof from
becoming infested by termites rats mice roaches or any other pests or vermin
and for the better observance hereof the Landlord may require the Tenant to
employ at the Landlord's cost such pest extermination contractors as the
Landlord may nominate and at such intervals as the Landlord may direct;
Cooking and 2.3.14 Not to prepare or permit or suffer to be prepared any food in the
prevention of said premises or to cause or permit any offensive or unusual odours to be
odours produced upon or emanate from the said premises;
Use of 2.3.15 Not to use or permit to be used the passenger lifts of tile Building
passenger for the purpose of carrying any furniture or goods or heavy articles (the
lift Landlord having provided freight lifts for such purpose), and to observe the
regulations affecting the use of all lifts as indicated therein or intimated
by the Landlord or its agents from time to time.
Use of 2.3.16 Not to place in any freight lift any heavy machinery goods raw
freight materials or articles which may cause the permitted carrying capacity of that
lift lift to be exceeded.
Floor loading 2.3.17 Not to store or place any goods machinery or other things on or in
any part of the said premises which exceeds the maximum floor loading of the
said premises;
Removal of 2.3.18 To be responsible for the removal of refuse and garbage from the said
refuse premises to such location as shall be specified by the Landlord or Manager of
the said building (hereinafter called "the said Manager") from time to time
and to use only that type of
6
refuse container as is specified by the Landlord or the said Manager
from time to time. In the event of the Landlord or the said Manager
providing a collection service for refuse and garbage the same shall be
used by the Tenant to the exclusion of any other similar service and
the use of such service provided by the Landlord shall be at the sole cost of
the Tenant;
Outside 2.3.19 To keep all windows of the said premises closed at all times and not
windows to open any of the windows of the said premises save when the air cooling and
heating system is not working;
Cleaning and 2.3.20 To keep the said premises including all external windows and lights
cleansing at all times in a clean and sanitary state and condition, and for the better
observance hereof the Tenant shall at its own expenses employ as cleaners of
the said premises such persons or firms as may be approved by the Landlord.
In the event of the Landlord or the said Manager providing such cleaning
service the same shall be used by the Tenant to the exclusion of any other
similar service and the use of such service provided by the Landlord or the
said Manager shall be at the sole cost of the Tenant;
Loading Bay 2.3.21 To use such portion of the loading bay on the Ground Floor of the
Building subject in all respects to the reasonable regulations and directions
made from time to time by the Manager for the time being of the Building
governing the use of the said loading bay and in particular but without
prejudice to the generality of the foregoing only for the purpose of loading
and unloading and not to permit or suffer its servants or licensees to park
in any part thereof or otherwise obstruct the use of such loading bay.
2.4 ADDITIONS AND ALTERATIONS TO PREMISES
Installation and 2.4.1 Not to erect install or alter any fixtures fittings partitioning or
alterations other installation in the said premises and not to make or permit or suffer
to be made any alterations in or additions to the said premises or to the
electrical wiring installation lighting fixtures therein and not to install
any air-conditioning plant ducting or units in the said premises without
first having submitted the full details and plans in respect of the same to
the Landlord and obtained the written consent of the Landlord therefor and to
be responsible for any expenses incurred by the Landlord in connection with
the giving of such consent;
Additional 2.4.2 In the event of the Tenant installing private
7
air conditioning air conditioning units in the said premises or any part thereof with the prior
units consent of the Landlord in writing the Tenant shall comply with the directions and
instructions of the Landlord regarding installation and shall at its own
expense be responsible for their periodic inspection maintenance and repair
and for the replacement of defective wiring and the Tenant shall be strictly
liable for any damage caused by the installation operation or removal of such
units;
Additional 2.4.3 In the event of the Tenant installing or altering any partitioning in
partitioning the said premises or any part thereof with the prior consent of the Landlord
in writing such partitioning or alteration thereof shall be constructed or
made at such position and with such material and in accordance with such
other requirement (if any) as shall be directed or approved by the Landlord.
All fees and expenses incurred by the Landlord in obtaining the approval of
the Landlord's architects or consultants on the location of such partitioning
shall be borne by the Tenant, including the costs and expenses of the removal
or alteration of the fixtures and fittings of the Landlord as may be required
by the Landlord and payment thereof to the Landlord may be imposed as a pre-
requisite of the Tenant receiving such permission;
Fitting out 2.4.4 To fit out the interior of the said premises in accordance with such
plans and specifications as shall have been first submitted by the Tenant to
and approved by the Landlord in writing in a good and proper workmanlike
fashion and in all respects in a style and manner appropriate to a first
class office building and so to maintain the same throughout the said term in
good condition and repair to the satisfaction of the Landlord;
Exterior 2.4.5 Not without the prior consent to install any supports or erect any
fittings iron brackets or install any wires, aerials, fittings, plant, equipment, or
blinds on or protruding from the windows or any part of the exterior walls or
windows of the said building for any purpose including the installation of
airconditioners;
Signs 2.4.6 Not without the prior written approval of the Landlord to exhibit or
display within or on the exterior of the said premises any writing sign
signboard or other device whether illuminated or not which may be visible
from outside the said premises nor without the Landlord's prior written
consent to affix any writing sign signboard or other device in at or above
any
8
common area lobby landing or corridor of the said building;
Obstruction to 2.4.7 Not to block up darken or obstruct or obscure any of the windows or
outside windows lights belonging to the said premises without having obtained the previous
written consent of the Landlord. The Landlord may in giving such consent
impose such condition as it shall consider fit, for the purpose of
maintaining the desired appearance of the building's facade;
Injury to 2.4.8 Not without the previous written consent of the Landlord cut maim or
to main walls injure or permit or suffer to be cut maimed or injured any doors windows
walls beams structural members or other part of the fabric of the said
premises;
Fixtures to 2.4.9 Not to affix anything to the columns floors, ceilings or interior
interior walls or windows of the said building that could maim or interfere with the
same or that might in any way affect the structural stability of the said
building without the prior written consent of the Landlord;
Shelters 2.4.10 Not to erect any shelters or coverings on any part of the flat-roofs
or roof of the said building;
Smoke-lobbies 2.4.11 Not to alter the position of any Smoke Lobby or fire-escape doors or
and fire escapes to make any additions to or in any way amend such doors without the prior
written consent of the Landlord;
Locks 2.4.12 Not without the written consent of the Landlord to install additional
locks bolts security fitments or systems or other fittings to the entrance
doors of the said premises or to the said premises or in any way to change or
alter those already installed and in the event that consent is given under
this Clause to immediately deposit with the Landlord keys to all such
additional locks bolts or other fittings as may be approved for installation;
Installation 2.4.13 The Tenant shall make his/its own arrangements with the Hong Kong
telephone the said premises, but the installation of telephone lines outside the said
cables premises must be in accordance with the Landlord's directions;
2.5 REPAIR OBLIGATIONS
Repair of 2.5.1 To keep all the interior of the said premises including
9
interior the flooring partitions and interior plaster or other finishing materials or
fixtures rendering to walls floors and ceilings and the Tenant's and Landlord's fixtures and
and fittings fittings therein including all doors, windows and fire fighting apparatus,
sprinkler system, locks, security fittings and any additions made by the
Tenant to the said premises in a good clean tenantable substantial and proper
repair and condition and as may be appropriate from time to time painted and
decorated and in particular to paint and decorate the entirety of the said
premises during the last three months of the term to the Landlord's
satisfaction and in a manner and to such standard as the said premises were
first let hereunder and so to maintain the same at the expense of the Tenant
and to pay or reimburse to the Landlord the cost of replacing all broken and
damaged windows whether the same be broken or damaged by the negligence of
the Tenant or owing to circumstances beyond the control of the Tenant;
Repair of 2.5.2 To repair or replace if so required by the appropriate Company or
electrical authority under the terms of the Electricity Supply Ordinance or any
installations statutory modification or re-enactment thereof or any Orders in Council or
Regulations made thereunder by duly authorised contractor statutory
undertaker or authority as the case may be all the electrical wiring
installations and fittings within the said premises and the wiring from the
Tenant's Meter or Meters to and within the same;
Repair of 2.5.3 At the expense of the Tenant to maintain all such toilets and water
toilets and apparatus (located within the said premises or elsewhere if used by the
water Tenant his employees invitees and Licensees) in good clean and tenantable
apparatus state and in proper repair and condition at all times during the said term to
and cleansing the satisfaction of the Landlord and in accordance with the Regulations of
of drains the Public Health or other Government Authority concerned and to pay on
demand to the Landlord the cost incurred by the Landlord in cleansing and
clearing any of the drains choked or stopped up owing to negligence or
careless use by the Tenant or his employees invitees or licensees Provided
always :-
(a) if the said toilet and water apparatus are shared the Tenant shall
only be responsible for a proportionate part of the expenses
concerned in proportion to the respective areas enjoying the common
user of such toilet and water apparatus;
(b) if the Landlord shall at any time employ a cleaning service
10
in respect of other toilet and water apparatus in the said building then
the Tenant shall use the same cleaning service to perform its
obligations hereunder;
Protection 2.5.4 To take all reasonable precautions to protect the interior of the
from typhoon said premises from storm or typhoon damage;
Landlord's 2.5.5 To permit the Landlord its agents and all person authorised by it
right to enter with or without workmen or others and with or without appliances at all
and view reasonable times to enter upon the said premises to view the condition
thereof and to take inventories of the fixtures and fitting therein and to
carry out any work or repair required to be done;
Obligation to 2.5.6 To make good all defects and wants of repair therein found for which
execute repairs the Tenant may be liable within the space of one calendar month from the
on receipt of receipt of written notice from the Landlord to amend and make good the same
notice and if the Tenant shall fail to execute such works or repairs as
aforementioned to permit the Landlord to enter upon the said premises and
execute the same and the cost thereof shall be a debt due from the Tenant to
the Landlord and recoverable forthwith by action;
To inform 2.5.7 To give notice to the Landlord or its agent of any damage that may be
Landlord of suffered to the said premises and of any accident to or defects in the water
damage and gas pipes electrical wiring or fittings, fittings fixtures or other
facilities provided by the Landlord;
2.6 INSURANCE LIABILITIES AND INDEMNITIES
Indemnify 2.6.1 To be wholly responsible for any damage or injury caused to any
against Loss/ person whomsoever directly or indirectly through the defective or damaged
Damage from condition of any part of the interior of the said premises or of any of the
Interior Defects fixtures and fittings therein or in any way owing to the spread of fire or
and Third Party smoke or the overflow of water from the said premises or any part thereof or
liability insurance through the act default or neglect of the tenant his servants agents
licensees or contractors and to make good the same by payment or otherwise
and to indemnify the Landlord against all costs claims demands actions and
legal proceedings whatsoever made upon the Landlord by any person in respect
of any such loss damage or injury and all costs and expenses incidental
thereto;
Breach of 2.6.2 Not to cause or suffer or permit to be done any act or
11
insurance thing whereby the policy or policies of insurance, if any, on the said premises
policy against damage by fire or liability to Third Parties for the time being subsisting
may become void or voidable or whereby the rate of premium or premiums
thereon may be increased, and to repay to the Landlord on demand all sums
paid by the Landlord by way of increased premium or premiums thereon and all
expenses incurred by the Landlord in and about any renewal of such policy or
policies arising from or rendered necessary by a breach of this Clause;
Indemnity 2.6.3 To be wholly responsible for any loss or damage caused to any person
against or property caused by or through or in any way owing to the escape overflow
overflow of of water from the said premises and to make good the same by payment or
water otherwise and to indemnify the Landlord against all costs claims demands
actions and legal proceedings whatsoever made upon the Landlord by any person
in respect of such loss damage or injury and costs and expenses incidental
thereto;
Liable for 2.6.4 To be liable for any act default or negligence of the Tenant's
employee's contractors, employees, invitees, visitors or licensees in respect of the use
negligence of the said premises and to indemnify the Landlord against all costs claims
demands expenses or liability to any third party in connection therewith;
2.7 SUBLETTING AND ASSIGNING
The Tenant shall not assign underlet or otherwise part with
the possession of the said premises or any part thereof in any way whether by
way of sub-letting lending sharing or other means whereby any person or
persons not a party to this Agreement obtains the use or possession of the
said premises or any part thereof irrespective of whether any rental or other
consideration is given for such use or possession and in the event of any
such transfer sub-letting sharing assignment or parting with the possession
of the premises (whether for monetary consideration or not) this Agreement
shall absolutely determine and the Tenant shall forthwith vacate the said
premises on notice to that effect from the Landlord. The Tenancy shall be
personal to the Tenant named in the First Schedule to this Agreement and
without in any way limiting tie generality of the foregoing the following
acts and events shall unless approved in writing by the Landlord be deemed to
be breaches of this Clause :-
12
(a) In the case of a tenant which is a partnership the taking in of one
or more new partners whether on the death or retirement of an
existing partner or otherwise;
(b) In the case of a tenant who is an individual (including a sole
surviving partner of a partnership tenant) the death insanity or
disability of that individual to the intent that no right to use
possess occupy or enjoy the said premises or any part thereof shall
vest in the executors administrators personal representatives next of
kin;
(c) In the case of a tenant which is a corporation any take-over
reconstruction amalgamation merger voluntary liquidation or change in
the person or persons who owns or own a majority of its voting shares
or who otherwise has or have effective control thereof;
(d) The giving by the Tenant of a Power of Attorney or similar authority
whereby the donee of the Power obtains the right to use possess
occupy or enjoy the said premises or any part thereof or does in fact
use possess occupy or enjoy the same;
(e) The change of the Tenant's business name without the previous written
consent of the Landlord which consent the Landlord may give or
withhold at its discretion;
2.8 GENERAL
Yield up 2.8.1 To yield up the said premises with all fixtures fittings and
premises and additions therein and thereto at the expiration or sooner determination of
handover this Agreement in good clean and tenantable repair and condition in
accordance with the stipulations hereinbefore contained Provided That where
the Tenant has altered erected or installed any fixtures fittings,
partitioning or additions in or to the said premises with or without the
Landlord's written consent the Landlord may at its absolute discretion
require the Tenant to reinstate remove or do away with such alterations
fixtures fittings partitioning or additions or any part or portion thereof
and make good and repair in a proper and workmanlike manner any damage to the
said premises and the Landlord's fixtures and fittings therein as a result
thereof before delivering up the said premises to the Landlord;
To permit 2.8.2 To permit the Landlord and its agents with or without
13
Landlord to enter workmen and others in case of fire to enter upon the said premises for the purpose of
in the event of extinguishing such fire and for salvage of property;
fire and emergency
3. LANDLORD'S OBLIGATIONS
The Landlord agrees with the Tenant as follows:-
Crown Rent 3.1 To pay the Crown Rent and Property Tax attributable to or in
and Property Tax respect of the said premises;
Quiet enjoyment 3.2 To permit the Tenant (duly paying the rent and the other
charges (if any) hereby agreed to be paid on the days and in manner herein
provided for payment of the same and rates and observing and performing the
agreements stipulations terms conditions and obligations herein contained) to
have quiet possession and enjoyment of the said premises during the said term
without any interruption by the Landlord or any person lawfully claiming
under or through or in trust for the Landlord;
4. EXCLUSIONS
IT IS HEREBY FURTHER EXPRESSLY AGREED that the Landlord shall not in
any circumstances be liable to the Tenant or any other person whatsoever :-
Lifts, air- 4.1 In respect of any loss or damage to person or property
conditioning, sustained by the Tenant or any such other person caused by or through or in
utilities way owing to any defect in or breakdown of the lifts, electric power and
water supplies, or any other building service provided in the said building;
Fire and 4.2 In respect of any loss or damage to person or property
overflow of sustained by the Tenant or any other person caused by or through or in any
water way owing to the escape of fumes smoke fire or any other substance or thing
or the overflow of water from anywhere within the said building;
Security 4.3 For the security or safekeeping of the said premises or any
contents therein.
5. SUSPENSION OF RENT
Suspension of If the said premises or the said building or any part
14
rent thereof shall at any time during the tenancy be destroyed or damaged or
become inaccessible owing to fire water storm wind typhoon defective
construction white ants earthquake subsidence of the ground or any calamity
beyond the control of the Landlord so as to render the said premises unfit
for use or inaccessible and the policy or policies of insurance affected by
the Landlord shall not have been vitiated or payment of the policy monies
refused in whole or in part in consequence of any act or default of the
Tenant or if at any time during the continuance of this tenancy the said
premises or the said building shall be condemned as a dangerous structure or
a demolition order or closing order shall become operative in respect of the
said premises or the said building and the said premises have not been
reinstated in the meantime then the Tenant may at any time after three months
from the occurrence of such damage or destruction or order give to the
Landlord notice in writing to determine this present tenancy and thereupon
the same and everything herein contained shall cease and be void but without
prejudice to the rights and remedies of either party against the other in
respect of any antecedent claim or breach of the agreement stipulations terms
and conditions herein contained or of the Landlord in respect of the rent
payable hereunder prior to the coming into effect of the suspension Provided
Always that the Landlord shall have no obligation or duty whatsoever to
reinstate the said premises;
6. DEFAULT IN PAYMENTS
It is hereby expressly agreed and declared as follows :-
Default 6.1 If the rent and/or the other charges or any part thereof shall be
unpaid for 15 days after the same shall have become payable (whether formally
demanded or not) or if there shall be any breach or non-performance of any of
the stipulations conditions or agreements herein contained and on the part of
the Tenant to be observed or performed or if the Tenant shall become bankrupt
or being a corporation go into liquidation or if the Tenant shall suffer
execution to be levied up the said premises or otherwise on the Tenant goods
then and in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter on and upon the said premises or any part thereof in
the name of the whole and thereupon this Agreement shall absolutely determine
but without prejudice to any right of action by the Landlord in respect of
any outstanding breach non-observance or prejudice to any right of action by
the Landlord in respect of any outstanding breach non-observance or non-
performance by the Tenant of any of the terms of this
15
Agreement. All costs and expenses incurred by the Landlord in demanding payment of the
rent and other charges aforesaid (if the Landlord elects to demand) arising out of
this Clause shall be paid by the Tenant and shall be recoverable from the
Tenant as a debt or be deductible by the Landlord from any deposit held by
the Landlord hereunder;
Acceptance 6.2 The acceptance of any rent by the Landlord hereunder shall not be
of rent deemed to operate as a waiver by the Landlord of any rights to proceed
against the Tenant in respect of any breach non-observance or non-performance
by the Tenant of any of the agreements stipulations terms and conditions
herein contained and on the part of the Tenant to be observed and performed;
Acts of employees 6.3 For the purpose of these presents any act default neglect or omission
invitees and of any guest visitor servant contractor employee agent invitee or licensee of
licensees the Tenant shall deemed to be the act default neglect or omission of the
Tenant;
Distraint 6.4 For the purposes of Part III of the Landlord and Tenant
(Consolidation) Ordinance (Chapter 7) and of these presents, the rent payable
in respect of the said premises shall be and be deemed to be in arrear if not
paid in advance at the time and in the manner hereinbefore provided for
payment thereof;
7. DEPOSIT
Deposit 7.1 The Tenant shall on the signing hereof deposit with the Landlord the
sum specified in Part IV of the First Schedule hereto to secure the due
observance and performance by the Tenant of the agreements stipulations terms
and conditions herein contained and on the part of the Tenant to be observed
and performed which said deposit shall be held by the Landlord throughout the
currency of this Agreement free of any interest to the Tenant with the right
for the Landlord (without prejudice to any other right or remedy hereunder)
to deduct therefrom the amount of any rent rates and other charges payable
hereunder and any costs expenses loss or damage sustained by the Landlord as
the result of any non-observance or non-performance by the Tenant of any of
the said agreements, stipulations terms or conditions. In the event of any
deduction being made by the Landlord from the said deposit in accordance
herewith during the currency of this Agreement the Tenant shall forthwith on
demand by the Landlord make a further deposit equal to the amount so deducted
and failure by the Tenant so to do shall entitle the
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Landlord forthwith to re-enter upon the said premises and to determine this Agreement
as hereinbefore provided;
Repayment of 7.2 Subject as aforesaid the said deposit shall be refunded to the Tenant
deposit by the Landlord without interest within thirty days after the expiration or
sooner determination of this Agreement and delivery of vacant possession to
the Landlord and after settlement of the last outstanding claim by the
Landlord against the Tenant for any arrears of rent rates and other charges
and for any breach non-observance or non-performance of any of the agreements
stipulations obligations or conditions herein contained and on the part of
the Tenant to be observed or performed whichever shall be the later;
8. LANDLORD'S REGULATIONS
Introduction 8.1 In the case where the Landlord is the landlord of the whole of the
of regulations said building, the Landlord reserves the right from time to time and by
notice in writing to the Tenant to make introduce and subsequently amend
adopt or abolish if necessary such Regulations as it may consider necessary
for the proper operation and maintenance of the said building and in
connection with traffic circulation loading unloading and car parking in and
around the said building;
Conflict 8.2 Such Regulations shall be supplementary to the terms and conditions
contained in this Agreement and shall not in any way derogate from such terms
and conditions. In the event of conflict between such Regulations and the
terms and conditions of this Agreement the latter shall prevail;
9. INTERPRETATION AND MISCELLANEOUS
Marginal notes, 9.1 The Marginal Notes, Headings and Index are intended for guidance only
headings and and do not form a part of this Agreement nor shall any of the provisions of
index this Agreement be construed or interpreted by reference thereto or in any way
affected or limited thereby;
Landlord and 9.2 The Tenant hereby expressly agrees to deprive himself of any and all
Tenant period of Two (2) year from the expiry date of the first term of two years under
legislation rights to protection against eviction provided by any existing legislation or
by any future enactment in substitution or amendment thereof or addition
thereto to the intent that the Tenant shall deliver up vacant possession of
the said premises to the Landlord at the expiration or sooner determination
of the tenancy hereby created;
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Condonation 9.3 No condoning, excusing or overlooking by the Landlord of any default,
not a waiver breach or non-observance or non-performance by the Tenant at any time or
times of any of the agreements stipulations terms and conditions herein
contained shall operate as a waiver of the Landlord's rights hereunder in
respect of any continuing or subsequent default, breach or non-observance or
non-performance or so as to defeat or affect in any way the rights and
remedies of the Landlord hereunder in respect of any such continuing or
subsequent default or breach and no waiver by the Landlord shall be inferred
from or implied by anything done or omitted by the Landlord, unless expressed
in writing and signed by the Landlord. Any consent given by the Landlord
shall operate as a consent only for the particular matter to which it relates
and in no way shall be considered as a waiver or release of any of the
provisions hereof nor shall it be construed as dispensing with the necessity
of obtaining the specific written consent of the Landlord in the future,
unless expressly so provided;
Letting notices 9.4 During the three months immediately before the expiration or sooner
and entry determination of the said term of tenancy the Landlord shall be at liberty to
affix and maintain without interference upon any external part of the said
premises a notice stating that the said premises are to be let and such other
information in connection therewith as the Landlord shall reasonably require
during the aforementioned period of 3 months;
Service of 9.5 Any notice required to be served on the Tenant shall be sufficiently
notice served if delivered to or despatched by registered post or left at the said
premises or at the last known address of the Tenant. A notice sent by
registered post shall be deemed to be given at the time and date of posting;
Name of Building 9.6 In the case where the Landlord is the landlord of the whole of the
said building the Landlord reserves the right to name the said building with
any such name or style as it in its sole discretion may determine and at any
time and from time to time to change, alter, substitute or abandon any such
name provided that the Landlord shall give the Tenant and the Postal and
other relevant Government Authorities not less than three months' notice of
its intention so to do;
Gender 9.7 In this Agreement if the context permits or requires words importing
the singular number shall include the plural number and vice versa and words
importing the masculine feminine or neuter
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gender shall include the other of them;
Stamp duty 9.8 The costs of the preparation of this Agreement and its counterpart
and costs and the Stamp Duty thereon and Land Office registration fees (if any) shall
be borne by the Landlord and the Tenant in equal shares provided always that
if the Tenant instructs its own solicitors in regard to approval of this
Agreement the Tenant shall in addition be responsible for the full costs of
its own solicitors in the matter;
Special 9.9 The parties hereto further agree that they shall respectively be
conditions bound by and be entitled to the benefit of the special conditions set forth
in the Third Schedule hereto.
AS WITNESS the hands of the parties hereto the day and
year first above written.
THE FIRST SCHEDULE ABOVE REFERRED TO
PART 1
Landlord : XXX XXX PROPERTY DEVELOPMENT LIMITED whose registered office is situate at
20-24 Xxxx Xxxx Road, Xxxx Xxxxx, New Territories, Hong Kong.
Tenant : TAG-IT PRINTING & PACKAGING LIMITED whose registered office is situate at
Xxxxx X, 0xx Xxxxx, Xxxxxxx Xxxxxxxxxx Xxxxxxxx, Xxx.00-00 Xxxx Xxxx Hang
Road, Hong Kong.
PART II
Premises : ALL THOSE UNITS 03 and 05 on the TENTH FLOOR of SHATIN 00 XXXXX, XX.00 XX
XXXXX XXXXXX, XX XXX, XXX XXXXXXXXXXX erected on ALL THAT piece or parcel of
ground registered in the Sha Tin New Territories Land Registry as THE
REMAINING PORTION OF SHA TIN TOWN LOT NO. 17.
PART III
Term : TWO (2) YEARS commencing on 23rd day of May, 1996 and expiring on 22nd day of
May 1998.
PART IV
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Deposit : HONG KONG DOLLARS NINETY FIVE THOUSAND EIGHT HUNDRED NINETY TWO AND CENTS
THIRTY (HK$95,892.30)
PART V
User : Industrial or commercial business use ancillary and directly related to an
industrial operation under the name of the Tenant only.
THE SECOND SCHEDULE ABOVE REFERRED TO
PART I
PARTICULARS OF RENT
The rent shall be HONG KONG DOLLARS TWENTY NINE THOUSAND TWO
HUNDRED FOURTEEN AND CENTS FIFTY ONLY (HK$29,214.50) per calendar month
(exclusive of rates) payable in advance on the 23rd day of each month without
any deduction whatsoever.
PART II
OTHER CHARGES
All management charges (if any) payable in respect of the said
premises at such rate or amount as may be imposed on the said premises from
time to time in accordance with the Deed of Mutual Covenant and/or Management
Agreement relating to the Building of which the said premises form a part.
THE THIRD SCHEDULE ABOVE REFERRED TO
SPECIAL CONDITIONS
1. The Tenant shall be entitled to a rent-free period of thirty one (31) days
from the commencement date for decoration purposes Provided that the Tenant
shall bear and pay all Government rates, charges for water, electricity,
town gas (if any) and all other outgoings of whatsoever nature now or
hereafter imposed or charges upon the owner or occupier of the said premises
(Crown rent and property tax excepted) during the said rent-free period.
2.(i) The Tenant shall be entitled to an option for renewal of the tenancy agreement for a
further period of Two (2) year from the expiry date of the first term of two years
under this tenancy agreement (hereinafter called "the renewal period").
(ii) The Tenant's right to the above option shall be subject to
(a) stipulations, obligations and conditions contained in this
tenancy agreement; and
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(b) the Tenant having exercised his right by notice in writing
served on the Landlord not less than six months prior to
the date on which the term under this tenancy agreement is
due to expire.
(iii) The renewal period shall be held under the same terms and
conditions as are contained in this tenancy agreement save and
except for (a) the provisions of this Clause and (b) the rent
payable for the renewal period which shall be determined in
accordance with the provisions hereinafter mentioned.
(iv) The monthly rent in respect of the premises for the renewal period
shall be the then current market rent of premises determined in
accordance with the following provisions.
(v) The current market rent of the premises shall first be agreed by
the parties hereto failing which the said rent shall be determined
by an independent professional valuer or firm of professional
valuers (hereinafter called "the valuer") to be appointed jointly
by the parties hereto in writing. Failing agreement on the
identity of the valuer to be so appointed two months prior to the
expiration of the term under this tenancy agreement, then the
current market rent shall be determined by a valuer to be appointed
by the Chairman or President for the time being of the Royal
Institute of Chartered Surveyors (Hong Kong Branch) on the
application of either the Landlord of the premises or the Tenant.
The valuer's decision shall be conclusive and binding on the
parties hereto.
(vi) In determining the current market rent the valuer shall act as an
expert and not as an arbitrator and shall take into account the
open market rent at which having regard to the terms of this
Agreement (other than as to the amount of the rent payable) the
premises might reasonably be expected to be let by a willing
landlord to a willing tenant in respect of comparable accommodation
for a similar purpose in the district of the premises obtainable at
the time of such determination for a period of one year in respect
of the renewal period.
(vii) The fees costs and expenses of the valuer hereinbefore mentioned
shall be home by the Landlord of the premises and the Tenant in
equal shares.
(viii) The exercise by the Tenant of the option in accordance with the
above provisions and the agreement upon or determination of the
current market rent for the renewal period shall constitute the
contract and it shall not be necessary for any formal document to
be executed by the parties.
3. The parties hereto hereby agreed that the Tenant may during the term of this tenancy at its
own costs and expenses demolish the partition walls between units 03 and 05 on the 10th
Floor and the Tenant is not obliged to reinstate the partition wall therein at the
expiration of the term of this tenancy.
4. The Tenant shall have an option during the term of the tenancy to rent a private car park
and a lorry car park at the rent shall be agreed by the parties hereto.
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5. The said premises are supplied with a split type air-conditioning unit by the Landlord
Provided that the Tenant shall keep and maintain the said split type-conditioning in good
repair and conditions and if any replacement thereof is required, the Tenant shall bear and
pay the cost therefor and shall obtain the Landlord's prior approval before any replacement
is made.
SIGNED for and on behalf of the Landlord by Xx.
Xxxx Xxxx, Xxxxxxx and Xx. Xxxx Xxxx, Xxxxxxxx, two FOR AND ON BEHALF OF
of its directors whose signatures are XXX XXX PROPERTY DEVELOPMENT LIMITED
verified by:-
/s/
-------------------------------------
Authorized Signature
Xxxxx Whi Sun
Solicitor, Hong Kong.
FOR AND ON BEHALF OF
Tag-It PRINTING & PACKAGING LTD
SIGNED for and on behalf of the Tenant by Xx. Xxxx
Xxxx Hung in the presence of:-
/s/
-------------------------------------
Authorized Signature
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XXX XXX PING
Clerk to Messrs. Xxxxxx Xxxxxx & Co.
Soliciiitors etc., Hong Kong
RECEIVED the day and year first above written of
and from the Tenant the sum of HONG KONG DOLLARS FOR AND ON BEHALF OF
NINETY FIVE THOUSAND EIGHT HUNDRED NINETY TWO AND XXX XXX PROPERTY DEVELOPMENT LIMITED
CENTS THIRTY being the deposit money above
expressed to be paid by the Tenant to the Landlord.
/s/
-------------------------------------
Authorized Signature
WITNESS:-
Xxxxx Whi Sun I hereby verify the signature of
Solicitor, Hong Kong XXX XXX PING
Xxxxx Xxx Sun
Solicitor, Hong Kong.
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