LEASE AGREEMENT FOR WORKSHOPS OF PRODUCTION OF PERSONAL CARE PRODUCTS
Exhibit
10.11
LEASE
AGREEMENT FOR WORKSHOPS OF PRODUCTION OF PERSONAL CARE PRODUCTS
This
Agreement is entered in Wuqing Tianjin on October 31, 2007.
Party
A:
TIANJIN TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.
Address:
Xx.
0
Xxxxxxxx Xxxx, Xxxxxx Xxx-xxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx
Business
License Number: Xx Xx Xxx Xxxx Zi No. 011809
Legal
Representative: Xxxxxxx Xx
Party
B:
TIANJIN TIANSHI BIOLOGICAL ENGINEERING CO., LTD.
Address:
Xx.
0
Xxxxxxxx Xxxx, Xxxxxx Xxx-xxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx
Business
License Number: 1200002000406
Legal
Representative: Xxxxxxx Xx
Whereas,
Party A solely owns the Leased Workshops referred to in this Agreement (the
“Leased Workshops”) and desires to lease the Leased Workshops to Party B;
whereas Party B desires and agrees to rent the Leased Workshops; therefore,
in
accordance with the applicable laws and regulations, Party A and Party B reach
the following provisions after good faith negotiations, which shall be observed
by each of the parties.
Article
1
Location, Size, Function and Purpose of the Leased Workshops
1.1
Party
A leases the Leased Workshops whose title certificate is Xx Xxxx Zi No.
220050330 located at Xx. 0 Xxxxxxxx Xxxx, Wuqing New-tech Industry Park,
Tianjin, to Party B. Party A and Party B acknowledge that the size of the Leased
Workshops is 863.25 square meters.
1.2
The
function of the Leased Workshops is only for manufacturing. If Party B desires
to change this function, the written consent of Party A is required.
1.3
The
Leased Workshops are exclusively leased by Party B and shall be managed by
Party
B.
Article
2
Term of the Lease
2.1
The
term is two years, commencing on January 1, 2008 and terminating on December
31,
2009.
2.2
If
Party B desires to extend this Lease Agreement, an extension request is required
within three months prior to the expiry of this Lease Agreement. Upon the
consent of Party A to the said extension request, Party A and Party B shall
enter a new lease agreement with respect to the relevant issues. Party B has
the
preemptive right to rent the Leased Workshops under the same lease
conditions.
Article
3
Delivery of the Leased Workshops
3.1
Party
A shall deliver the Leased Workshops in their current state to Party B within
ten days as of the effective day of this Agreement. Party B agrees to rent
the
Leased Workshops and the attached equipment in their current state.
3.2
Party
A warrants that it has sole ownership of the Leased Workshops and there are
no
claims of any third party regarding the Leased Workshops.
3.3
Party
A warrants that there are not any unstated flaws with the Leased Workshops
on
delivery and agrees to undertake the guarantee of responsibility for any such
flaws.
Article
4
Rent
4.1
The
rents is RMB Twenty Four point Five (RMB24.5) per square meter per month, RBM
Twenty-One Thousand One Hundred Forty Nine (RMB21, 149) per month, and RMB
Five
Hundred-Seven Thousand Five Hundred and Ninety One (RBM507, 591) in total
through the lease term.
2
4.2
Under
the term of this Agreement, the property tax relating to the Leased Workshops
and the underlying land shall be assumed by the Lessor. All other fees relating
to the Leased Workshops charged by relevant authorities and excluded herein,
if
any, shall be paid by the Lessor.
4.3
Party
A and Party B agree that Party B shall pay 15% and Party A shall pay 85% of
the
total actual occurred utilities fees for water, electricity, gas and
etc.
4.4
When
the Lease term expires, Party B shall pay in full any rent due and any other
fees legally required to be paid by the Lessee.
Article
5
Payment of the Rent
5.1
Party
A shall provide Party B with a monthly invoice for the rent and utility charges.
Party B shall pay the rent and utility charges quarterly prior to the 25th
day
of the last month in the quarter by wire transferring to the following bank
account designated by Party A:
Bank’s
Name: Wuqing Branch, Industrial and Commercial Bank of China
Account
Number : 0302097109103546552
5.2
If
the rent or utility charges is overdue, Party B shall pay a late charge to
Party
A. The sum of the late charge shall be equal to the number of days overdue
times
3/10,000ths of the amount of the overdue rent and utility charges.
Article
6
Transfer of Leased Workshops
6.1
Under
the lease term, in the case that Party A transfers all or part of the Leased
Workshops, Party A shall ensure that the assignee continues to fulfill this
Agreement. Under the same transfer conditions, Party B has preemptive right
to
purchase the Leased Workshops.
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Article
7
Decoration and Alteration Provisions
7.1
Without consent of Party A, Party B is entitled to decide the design plan of
any
decoration and alteration to the Leased Workshops, if such decoration or
alteration will not damage the main construction of the Leased Workshops. Party
A shall facilitate and not unreasonably delay or stop such decoration or
alteration.
7.2
If
any decoration or alteration may damage the main construction of the Leased
Workshops, Party B shall not proceed with such decoration or alteration unless
it receives written consent from Party A.
Article
8
Repair and Maintenance of the Dedicated Equipment and Places
8.1
Party
B has the exclusive right to use the equipment attached to the Leased Workshops.
Party B shall repair, maintain and conduct the annual inspection of this
equipment and guarantees to return this equipment and Leased Workshops in a
reliable order and condition to Party A when this Agreement expires. Party
A has
the right of examination and inspection for this obligation of Party
B.
8.2
Party
B is responsible for normal use and maintenance of the said equipment. Party
B
shall eliminate any and all danger which could affect the equipment promptly
to
avoid any problems and possible problems.
8.3
Party
A warrants that the delivered Leased Workshops are in a good order and
condition. With respect to the facilities within the Leased Workshops, which
are
not exclusively used by Party B, Party A is liable for the maintenance of these
facilities and guarantees that these facilities will not affect normal
production by Party B.
Article
9
Fire Protection and the Other Relevant Provisions
9.1
Party
A warrants that the Leased Workshops meet all relevant requirements and
standards stipulated by the state laws and regulations regarding planning,
fire
protection, earthquake safety, environmental protection and etc. Party A also
warrants that the Leased Workshops are well equipped with all required
facilities for fire protection, draining, pollution disposal and etc., which
are
all in good working condition.
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9.2
Party
B warrants to strictly observe the Regulations on Fire Protection of China
and
the other applicable rules and to facilitate Party A in fire protection through
the lease term. Otherwise, Party B assumes any liabilities and losses possibly
incurred therefrom.
9.3
Party
B shall furnish the Leased Workshops with fire distinguishers pursuant to the
relevant regulations and be forbidden to change the use of the fire protection
facilities equipped within the Leased Workshops.
9.4
If
any temporary work relating to the first class fire, i.e. any work involving
flames, which is required for maintenance or other reasons within the Leased
Workshops, an approval of the relevant authority in charge is
required.
Article
10 Sublease
10.1
Party B may sublease part of the Leased Workshops with the prior written consent
from party A. Party B shall manage the subleased workshops, including but not
limited to collecting rent from the sub-lessee. The obligation and right of
Party A and Party B contemplated under this Agreement will remain in any
sublease.
Article
11 Responsibility of Breach
11.1
Under the lease term, if Party B fails to pay the rent for more than three
months and fails to make the payment within 15 days of the day on which Party
A
notifies Party B to pay the rent, Party A has the right to rescind this
Agreement.
11.2
If
Party B desires to terminate this Agreement before the expiry date, a prior
two
months written notice of Party B and the written consent of Party A are
required.
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11.3
If
Party B can not use the leased Workshops as usual as a result of the actions
of
Party A, Party B is entitled to refuse to pay the rent, and has the right to
rescind this Agreement prior to the expiry. Party A shall assume responsibility
for such breach and compensate the loss suffered by Party B.
Article
12 Force Majeure
12.1
If
Party A is unable to continue the performance of the Agreement because of the
modification or promulgation of laws and regulations by the government relating
to lease acts, Item 2 of this article will be applied.
12.2
Unless the special items specified in the Agreement or the supplementary
Agreements, the breaching party is exempted from its breach responsibilities
in
the case of occurrence of wars, strikes, fires, earthquakes and some other
unforeseen, unavoidable the incidents which cause impossibility of performance
of the Agreement in whole or in part. However, if the delay of the performance
occurred prior to the force majeure, the breach responsibility can not be
exempted.
12.3
If
this Agreement can not be performed due to the force majeure, the affecting
party shall promptly notify the other party and take all possible measures
to
reduce the possible damages to the other party. If the force majeure exists
for
more than a month, any party of this Agreement has the right to notify the
other
party to terminate this Agreement or its supplement the Agreement in writing
at
any time.
Article
13 Tax
13.1
The
stamp duty, registration fees, notary fees and other related taxes and fees
relating to this Agreement, which are required by the state regulations and
Tianjin municipal provisions, shall be assumed and shared by the Lessor, Party
A
and the Lessee, Party B in accordance with the relevant provisions. Party A
shall go through all relevant registration procedures.
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Article
14 Notification
14.1
All
notifications required by this Agreement, all the documents exchanged between
Party A and Party B and the other notifications and requirements related to
the
Agreement shall be given in writing. The following notifications are deemed
to
be served upon: 1) that the letters and faxes are sent out, which Party A sends
to Party B or Party B sends to Party A; 2) after 10 days as of the mailing
date
of the registered letters to the address shown on the first page of this
Agreement and the other party as the addressee, and 3) that the registered
letters are sent by person to the address shown on the first page of this
Agreement.
Article
15 Applicable law
15.1
The
formation, effect, interpretation, implementation, modification, termination
and
settlement of the dispute of this Agreement will apply to and be governed by
the
laws of China.
15.2
With
respect to all disputes arising from the Agreement, the parties shall negotiate
in good faith firstly. If the negotiation cannot reach a resolution, the parties
agree that the Court in the location of the Lessee has the
jurisdiction.
Article
16 Miscellaneous
16.1
The
parties shall enter into supplemental Agreements on any further issues which
are
excluded in this Agreement.
16.2
If
this Agreement is modified by hand, the parties shall confirm the modification
by sealing. Otherwise such modification is void.
16.3
If
any provisions of the Agreement are deemed null and void, such provisions will
not affect the validity of the other provisions.
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16.4
This
Agreement will become effective after the parties sign and seal on this
Agreement. This Agreement executes in two copies and each party takes one,
which
shall be in the same legal effect.
Party
A:
Tianjin Tianshi Biological Development Co., Ltd
[COMPANY
SEAL AFFIXED]
Address:
Xx.
0
Xxxxxxxx Xxxx, Xxxxxx Xxx-xxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx
Business
License Number: Xx Xx Xxx Xxxx Zi No. 011809
Legal
Representative: Li Jinyuan
/s/
Li
Jinyuan
Party
B:
Tianjin Tianshi Biological Engineering Co., Ltd
[COMPANY
SEAL AFFIXED]
Address:
Xx.
0
Xxxxxxxx Xxxx, Xxxxxx Xxx-xxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxx
Business
License Number: 1200002000406
Legal
Representative: Li Jinyuan
/s/
Li
Jinyuan
8
