EXHIBIT 4.9
RENTAL AGREEMENT
made and signed in Yavne on February 16, 2006
BETWEEN: X. XXXXX-FOOD INTERNATIONAL LTD. (PUBLIC COMP. NO. 520043209)
of 0 Xxxxx Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxx 00000
(hereinafter: "THE LESSOR")
AS THE PARTY OF THE FIRST PART;
AND: GOLD FROST LTD. (PUBLIC COMP. NO. 520034828)
of 0 Xxxxx Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxx 00000
(hereinafter: "THE LESSEE")
AS THE PARTY OF THE SECOND PART;
Whereas the Lessor owns the rights in a Logistics Center built on
property located in Yavne, in the north industrial zone, and
which is known as part of Parcel 3 in Block 5403, Plot No.
2035 on an area of approximately 19,016 m(2) (hereinafter:
"THE LOGISTICS CENTER");
and whereas the Lessor is entitled to rent spaces in the Logistics Center
to tenants;
and whereas the Lessee is interested in renting from the Lessor and the
Lessor is interested in renting to the Lessee, in unprotected
tenancy, rented premises in the LOGISTICS CENTER, and
everything for the purpose and under the terms specified
hereunder in this agreement;
THEREFORE, IT HAS BEEN AGREED, DECLARED AND STIPULATED BETWEEN THE PARTIES AS
FOLLOWS:
1. PREAMBLE
1.1 The Parties' declarations, the Preamble and the Appendices constitute
an integral part of this Agreement.
1.2 The clause headings in the Agreement are for orientation and
convenience only, and shall not be used for the interpretation
thereof.
2. DEFINITIONS AND APPENDICES
2.1 In this agreement, the following terms shall have the following
meanings:
"THE RENTED PREMISES" - refrigeration rooms and offices in the
Logistics Center, as detailed in APPENDIX A to this Agreement, which
are demarcated in color in the diagram attached hereto as APPENDIX B
to this Agreement, on a total area of 1,445 m(2). It is hereby
clarified that determination of the area of the Rented Premises also
took into account an addition for use of a relative part of the
service areas in the Logistics Center.
"THE PURPOSE OF THE TENANCY" - Use of the Rented Premises for cold
storage of products, as well as use of part of the Rented Premises as
offices for conducting the Lessee's business on the Rented Premises.
"POSSESSION DELIVERY DATE" - 4 days after receipt of Form 4.
"THE RENTAL PERIOD" - 24 years and 11 months beginning from the
Possession Delivery Date and ending on the Rented Premises Vacation
Date.
"RENTED PREMISES VACATION DATE" - Immediately following the end of the
Rental Period in accordance with this Agreement, or upon cancellation
of this Agreement under the circumstances stipulated in this Agreement
or in any law.
"DOLLAR" - one dollar of the United States of America.
"ARREARS INTEREST" - The highest rate of interest that is determined
from time to time at Bank Leumi Le-Israel Ltd. with respect to
excessive credit utilization in customer accounts that are over the
approved credit ceiling.
To remove all doubt, it is hereby clarified that, as prescribed by law,
value-added tax shall be added to each payment in accordance with the
provisions of this Agreement.
2.2 APPENDICES
Appendix A - Description and costs of the Rented Premises
Appendix B - Diagram
Appendix C - Technical specification
3. THE PARTIES' DECLARATIONS
3.1 The Lessor hereby declares that it is entitled to rent the Rented
Premises to the Lessee, and it has no legal impediment to renting the
Rented Premises to the Lessee.
3.2 The Lessee hereby declares that it knows that this Agreement grants it
the right to rent the Rented Premises only, that it does not now, nor
will it in the future, have any additional rights whatsoever in the
Logistics Center, that the Lessor shall be entitled to make any change
or addition to the Logistics Center from time to time, to build
additional floors in the Logistics Center, carry out additional
construction, jobs and changes therein, to increase or change the
service spaces in the Logistics Center, to create adjacent additions
of any kind, to grant rights of any kind in the Rented Premises and
service areas to any person and for any purpose whatsoever, everything
at its sole discretion, and the Lessee hereby waives every demand or
claim with respect to all these vis-a-vis the Lessor and/or vis-a-vis
other lessees in the Logistics Center, insofar as there will be such,
provided that these do not pose an ongoing, unreasonable hindrance to
the management of the Rented Premises pursuant to the Purpose of the
Tenancy.
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3.3 In addition to the aforesaid, the Lessee hereby declares and
undertakes, subject to the Lessor's declarations and the fulfillment
of its obligations pursuant to this Agreement, that it has seen and
examined the plot on which the Logistics Center will be built, and its
surroundings and its planning status, and found them to be suited to
its needs and purposes from all points of view and to its full
satisfaction.
4. THE TENANCY
The Lessor hereby rents to the Lessee, and the Lessee hereby rents from the
Lessor, the Rented Premises for the period and purpose detailed in this
Agreement, and under the terms specified therein.
5. EXCLUSION OF TENANTS' PROTECTION LAWS
5.1 The tenancy, the Lessee and the Lessor are not protected by the
Tenants' Protection Law or by any other law that exists or will be
enacted in the future that protects the Lessee in any manner
whatsoever, and the said laws and their amendments as well as the
regulations and/or the orders that have been or will be promulgated
pursuant thereto do not and will not apply to the tenancy and the
Rented Premises, or to the Agreement.
5.2 The Lessee hereby declares that it has not been asked and has not paid
key money as it is defined in the Tenants' Protection Law or payments
that may be construed or regarded as key money, and that all the jobs,
changes, renovations, improvements and enhancements done to the Rented
Premises - insofar as they will be done - are not and were not
fundamental changes, and the provisions of Section C of the Tenants'
Protection Law shall not apply to the Agreement.
6. THE PURPOSE OF THE TENANCY
The Lessee undertakes to use the Rented Premises solely for the Purpose of
the Tenancy, neither to use nor to allow anyone to use the Rented Premises
or any part thereof for any purpose other than the Purpose of the Tenancy.
And without derogating from the generality of the aforesaid, the Lessee
undertakes not to conduct any business on the Rented Premises other than
that which is specified in the Purpose of the Tenancy.
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7. THE RENTAL PERIOD
7.1 The Lessor hereby rents to the Lessee, and the Lessee hereby rents
from the Lessor, the Rented Premises for the Rental Period, and in
accordance with the provisions below.
7.2 The Lessee shall be entitled, at any time, to shorten the Rental
Period by notifying the Lessor in writing 6 months in advance, and the
Lessee will vacate the Rented Premises at the end of the
aforementioned 6 months.
7.3 The Lessor will be entitled, at any time, to shorten the Rental Period
by notifying the Lessee in writing 12 months in advance, and the
Lessee will vacate the Rented Premises at the end of the
aforementioned 12 months.
8. THE RENTAL FEE
8.1 The Lessee undertakes to pay the Lessor during the Rental Period,
every month, a rental fee for the Rented Premises.
8.2 For its use of the Rented Premises during the Rental Period, the
Lessee shall pay the Lessor a monthly rental fee in NIS equivalent to
18,084$ (eighteen thousand and eighty four dollars) according to the
representative dollar rate on the payment date, according to the
details in APPENDIX A to this Agreement, for each month during the
Rental Period, plus VAT (hereinafter: "THE RENTAL FEE").
8.3 The Rental Fee will be paid on the first day each calendar quarter, in
advance for the three months beginning on that date. Should any
payment date fall on a Saturday or a holiday, the Rental Fee will be
paid on the first business day thereafter.
8.4 The Lessee undertakes to pay the Lessor the Rental Fee throughout the
Rental Period, even if for any reason whatsoever, it shall not use the
Rented Premises during the Rental Period or any part thereof.
8.5 A delay of over 15 (fifteen) days in paying the Rental Fee will
constitute a material breach of the Agreement.
9. ADAPTING THE RENTED PREMISES TO MEET THE LESSEE'S NEEDS
9.1 The Lessor undertakes to implement, at its own expense, adaptation
jobs on the Rented Premises in accordance with the technical
specification attached to this Agreement as APPENDIX C and install
therein the installations detailed in the aforementioned specification
(hereinafter: "THE ADAPTATION JOBS"). The Adaptation Jobs will be
implemented by the Lessor with the proper expertise and good
materials, using good, skilled professionals who are licensed and
experienced at working in their profession. The aforesaid shall not be
construed as derogating from the Lessor's right to build by means of
skilled contractors and/or subcontractors who are licensed and
experienced at working in their profession.
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The Lessor undertakes to scrupulously uphold the provisions of any
applicable law with respect to implementation of the Adaptation Jobs
and to fulfill the demands of the Competent Authorities, including the
Local Authority, the Firefighting Department, Civil Defense, the
Israel Police Department, the Electric Company and Bezeq with respect
to the implementation thereof.
9.2 The Lessor undertakes to complete the Adaptation Jobs at the Rented
Premises by the Possession Delivery Date.
9.3 The Lessor undertakes to deliver possession of the Rented Premises to
the Lessee on the Possession Delivery Date whilst it is vacant of all
persons and belongings and complete in accordance with APPENDIX C, and
whilst it is worthy of use for the Rental Purpose. Without derogating
from the generality of the aforesaid, it is hereby explicitly agreed
that, on the Possession Delivery Date, the Rented Premises will be
clean and ready for immediate use, whilst it is connected to the
electrical, sewage, water, communication and telephone systems, and
whilst it is worthy of occupancy and use in accordance with any law,
after all the requisite approvals have been given for the Rented
Premises, including and without derogating from the generality of the
aforesaid, Form 4, approval by the Electric Company and the Standards
Institute, approval by a safety engineer. The Lessee also undertakes
that on the Possession Delivery Date all the access roads to the
Rented Premises will be whole and in good condition.
10. MANAGING THE LOGISTICS CENTER
The Lessee undertakes to fully carry out each provision, instruction,
permit and/or prohibition that apply or will apply from time to time to the
Logistics Center, including each repair and/or change therein, as it will
be determined from time to time at the Lessor's sole discretion. The Lessee
undertakes not to do anything by itself and/or allow anyone to do anything
in or related to the Rented Premises that contradicts the aforesaid.
11. MAINTAINING THE RENTED PREMISES
11.1 The Lessee undertakes to maintain the Rented Premises, including
equipment and installations that serve the Rented Premises and which
are situated therein, in good and proper condition and at a high level
and quality that are suitable for the Logistics Center. The Lessee
undertakes to avoid causing any damage or impairment to the Rented
Premises or its installations, and to immediately repair, by itself
and at its own expense, any defect, impairment or damage that is
caused as stated above by itself and/or by anyone acting on its behalf
and/or by any other person, such that the situation will return to the
way it was in accordance with the standard that prevailed before the
defect or impairment or damage occurred.
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11.2 The Lessee undertakes that all the equipment, accessories and other
installations it brings into the Rented Premises will be of a level
and quality that are suited to a first-class business of the type
conducted by the Lessee and suited to the level of the Logistics
Center.
11.3 If the Lessee does not make the repairs as stated above in Clause 11.1
and/or does not make said repairs properly and/or does not act as
stated above in Clause 11.2, the Lessor shall be entitled, though not
obliged, to make each repair and perform each action as it sees fit
for the purpose of repairing the damage and/or placing the Rented
Premises on the proper level and quality as stated above and/or
returning the situation to the way it was, at the Lessee's expense.
The Lessee shall pay, immediately following the first request by the
Lessor and without delay, each sum that the Lessor has spent in
carrying out the aforesaid. The Lessor's invoices will constitute
irrefutable proof of their accuracy.
The Lessor and/or anyone acting on its behalf shall be entitled to
enter the Rented Premises in order to exercise the Lessor's right as
stated above in this clause.
11.4 The Lessee undertakes to carry out the provisions of any law,
regulation, order or municipal law with respect to the Rented Premises
and the maintenance and use thereof. The Lessee undertakes not to do
and/or permit anyone to do anything in the Rented Premises or any part
thereof or with respect thereto that may constitute a hazard or
nuisance or to cause damage or inconvenience to the Lessor and/or the
Logistics Center and/or any other person, and the Lessee shall bear
all the consequences of a breach of these obligations.
11.5 The Lessee undertakes to keep the Rented Premises and their immediate
surroundings clean and conduct its business solely within the bounds
of the Rented Premises. The Lessee undertakes not to place movable
property and/or any other thing outside the Rented Premises, and not
to cause any hazard, nuisance, inconvenience or unpleasantness to the
Lessor and/or any other person. The Lessee shall bear all the fines
that will be imposed by a municipal and/or other Authority for a
breach of the provisions of this clause. If fines are imposed on the
Lessor for an act or omission by the Lessee, the Lessee shall
indemnify the Lessor for the full amount of the fines, plus arrears
interest for the period beginning on the date of payment of the fine
by the Lessor and ending on the date of payment of the indemnity.
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11.6 For the purpose of accessing the Rented Premises, the Lessee
undertakes to use only the stipulated and marked access roads. The
Lessee undertakes to park vehicles and transport vehicles only in the
designated places, and not to use any vehicle and/or other transport
means that is liable to damage and/or harm the access roads at the
Logistics Center, and also to avoid using transport means that are
liable to harm the service areas. The Lessee undertakes to carry out
each instruction that is given by the Lessor and/or anyone acting on
its behalf, from time to time, with respect to access to the Rented
Premises and their surroundings.
The Lessee also undertakes to use the service areas only, and the
access roads especially intended for same, in order to transfer goods
and/or equipment to and from the Rented Premises, and also in order to
dispose of refuse.
11.7 The Lessee undertakes to ensure that its employees and any other
person acting on its behalf wears proper attire, and appears and
behaves in a proper, civilized, quiet, orderly and clean manner at the
Logistics Center, in accordance with the nature of the Logistics
Center.
12. LICENSING AND LICENSES
12.1 The Lessee hereby declares that it is sufficiently well versed in its
business and the required conditions in order to obtain every license
and/or approval and/or permit for the purpose of running said
business, and that before signing this Agreement, it has looked into
the possibility of obtaining the licenses, permits and approvals it
needs in order to run the Rented Premises according to the Purpose of
the Tenancy.
12.2 The Lessee undertakes to obtain all the licenses and/or permits and/or
approvals it needs in order to run and/or manage its business on the
Rented Premises, from each municipal and/or local and/or government
and/or other Authority and maintain their validity throughout the
Rental Period. The Lessee declares that the Lessor is bears no
responsibility for obtaining for it any license and/or permit and/or
approval as stated above.
13. PERFORMING JOBS ON THE RENTED PREMISES
13.1 The Lessee undertakes not to carry out any internal and/or external
change to the Rented Premises, not to make any addition, not to
destroy any part of the Rented Premises, and/or any of its
installations, and not to allow anyone to carry out any change and/or
addition and/or renovation and/or destruction, including changes to
the structure, form or any other change and/or modification to the
inside or outside of the Rented Premises, without obtaining the
Lessor's advance written consent, which the Lessor will given, or not
give, at its sole and absolute discretion, and without having to give
reasons for its decision. The Lessor shall be entitled to prevent the
performance of any act that contradicts this clause, as well as to
destroy and remove any change, addition and renovation that have been
performed in a manner that is not in accordance with this clause, and
everything at the Lessee's expense.
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13.2 The Lessee undertakes that each job and/or action that is performed by
it or by anyone acting on its behalf, whether for its purposes or for
any other purpose, will be performed in a manner that does not entail
unreasonable noise or inconvenience or nuisance.
Without derogating from the Lessee's liability as stipulated in this
Agreement, the Lessee shall be liable for all damage of any kind that
is caused to the Lessor and/or the Rented Premises and/or the
Logistics Center and/or the property and/or any person for performance
of and/or during jobs, bear the cost of each repair that is required
and pay said cost immediately following the Lessor's request, and
compensate the injured party for all damage it has incurred.
13.3 Every change, addition, renovation and/or repair that has been made by
the Lessee during or before the Rental Period, and everything that is
connected to the Rented Premises will transfer to the Lessor's
possession at the end of the Rental Period or upon termination of this
Agreement. The Lessee shall not be entitled to any payment whatsoever
for the materials or for performance of these jobs and it hereby
waives all claims and/or demands with respect thereto. Should the
Lessor demand that the Lessee return the Rented Premises to the state
it was in prior to the signing of this Agreement, the Lessee shall do
so at its own expense.
13.4 The Lessee undertakes to enable the Lessor and/or anyone acting on its
behalf to enter the Rented Premises at any time in order to examine
the Rented Premises and/or in order to perform therein jobs and
repairs of any kind whatsoever, including the opening of walls,
floors, ceilings and other parts of the Rented Premises, the
replacement and repair of installations and piping to connect thereto,
the performance of any job that is required in the Lessor's opinion.
Should the Lessor perform the aforementioned jobs, it shall make every
effort to ensure that the disturbance to the Lessee is minimal and
that the Rented Premises are returned to their previous state as soon
as possible.
14 TAXES AND OTHER PAYMENTS
14.1 The Lessee undertakes that, throughout the Rental Period, it shall pay
all the taxes, fees, municipal taxes, and compulsory levies that are
imposed and will be imposed, whether directly or indirectly (including
by means of billing the entire Logistics Center), according to its
relative share of the floor space of the Logistics Center (minus the
service areas), which, as at the date of signing this Agreement, is
16.8%. Every aforementioned payment shall be made by the Lessee,
whether directly or indirectly (to the Lessor), on the binding date
for payment thereof.
Without derogating from the generality of the aforesaid, the Lessee
undertakes to bear the payments and expenses for municipal taxes and
water - according to the relative share of the Rented Premises out of
the Logistics Center as at the date of signing this Agreement, i.e.
16.8% of the expenses involving municipal taxes, water and sewage
fees.
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14.2 The Lessee undertakes that, throughout the Rental Period, it shall
bear all the payments and expenses for electricity, water, gas and
fuel supply, as well as telephone service, insurance and every other
expense related to its use of the Rented Premises and the running
thereof, in full and on time.
Without derogating from the generality of the aforesaid, the Lessee
undertakes to bear the payments and expenses for electricity according
to its actual consumption thereof. To that end, a separate electricity
meter for the Rented Premises will be installed.
14.3 Insofar as any of the payments or expenses apply to the Lessee
directly and for which receipts and/or confirmations are issued, the
Lessee undertakes to show the Lessor, from time to time, at the
Lessor's request, all the receipts and/or confirmations that prove
that it has indeed paid the payments to which it is subject in
accordance with this Agreement, and, at the end of the tenancy, to
leave the Lessor with copies of all receipts and/or confirmations as
stated above.
15. LIABILITY AND INDEMNIFICATION
15.1 The Lessor and anyone coming and/or acting on its behalf shall not be
liable in any way for any damage and/or injury caused to the Lessee
and/or its business and/or its property, including and without
derogating from the generality of the aforesaid, damage or injury
caused by the entry of the Lessor and/or anyone acting on its behalf
into the Rented Premises for any of the purposes detailed in this
Agreement, unless said damage is caused as a direct result of
negligence on the part of the Lessor and/or its employees.
The Lessee hereby waives all claims, demands and contentions, as
stated above, toward the Lessor.
15.2 To remove all doubt, and without derogating from the aforesaid in
Clause 15.1, it is hereby clarified that the Lessor and anyone coming
and/or acting on its behalf shall not bear any liability whatsoever
and/or indebtedness whatsoever for bodily damage and/or loss and/or
property damage of any kind that is caused to the Lessee and/or its
employees and/or anyone acting on its behalf, except under the
circumstances detailed in Clause 15.1 above.
15.3 The Lessee only shall bear liability for all losses and/or damage
caused to the Rented Premises and/or the Logistics Center and/or its
contents and/or any person and/or corporation, including its employees
and/or the Lessor and/or anyone acting on its behalf and/or any other
person, due to the running of its business on the Rented Premises
and/or from the maintenance and/or use of the Rented Premises, and/or
from any other act or omission by the Lessee.
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15.4 The Lessee undertakes to compensate and/or indemnify the Lessor
for all damages and/or expenses that it will pay and/or may
undertake to pay or be forced to pay due to any damage caused
under the circumstances that do not establish the Lessor's
liability as specified in Clause 15.1 above.
15.5 The Lessee undertakes to compensate and/or indemnify the Lessor
for all damages or expenses it incurs due to a lawsuit filed
against it, be it civil or criminal, and stems from the need to
defend itself against said lawsuit, insofar as same results from
nonfulfillment of the Lessee's obligations pursuant to this
Agreement or a breach of said obligations, including any damage
claim that is not within the scope of the circumstances that
establish the Lessor's liability as specified in Clause 15.1
above.
16. INSURANCE - cancelled
17. VACATING THE RENTED PREMISES
17.1 The Lessee undertakes that it shall vacate the Rented Premises on the
Rented Premises Vacation Date and deliver possession thereof to the
Lessor and/or anyone appointed by the Lessor, whilst the Rented
Premises are empty of all persons and objects belonging to the Lessee,
and neat and clean.
17.2 Without derogating from any other right granted to the Lessor by this
Agreement and/or in accordance with any law, the Lessee undertakes
that, should it fail to vacate the Rented Premises as stated above in
Clause 17.1, it shall pay the Lessor for the period between the Rented
Premises Vacation Date and its actual vacation thereof, a sum that is
equivalent to twice the daily Rental Fee for each day of delay in
vacating the Rented Premises. The Lessee declares that this sum has
been determined and agreed between the parties as stipulated,
pre-estimated, damages that have been prudently set by the parties as
the reasonable sum for damage incurred by the Lessor due to the
Lessee's failure to vacate the Rented Premises on the Rented Premises
Vacation Date, without derogating from the Lessor's right to be
awarded any other remedy due it in accordance with the Agreement
and/or the law.
18. BREACHES, REMEDIES, AND NULLIFYING THE AGREEMENT
18.1 This Agreement is subject to the provisions of the Contract Law
(Remedies for Breach of Contract), 1970.
18.2 Without derogating from the aforesaid in this Agreement, and with each
remedy granted to the Lessor in accordance therewith, should the
Lessee be in arrears with respect to one of the payments it is obliged
to make in accordance with this Agreement, the following provisions
will apply:
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18.2.1 Each sum owed by the Lessee to the Lessor in accordance with
this Agreement, and which is paid late, will bear collection
expenses and Arrears Interest beginning from the binding date for
payment pursuant to this Agreement and ending with the actual
payment, plus value-added tax as required by law, without
derogating from any right and/or other remedy granted to the
Lessor in accordance with the provisions of this Agreement and/or
any law.
18.2.2 Should the Lessee fail to fulfill any of its obligations
pursuant to this Agreement as regards payments it owes to any
third party whomsoever, the Lessor shall be entitled, though not
obliged, following advance notification to the Lessee, to pay any
aforementioned payment and/or charge at its discretion and charge
the Lessee for any sum it has paid, as stated above, plus index
linkage differentials calculated from the day of payment until
receipt of the actual reimbursement, plus a 10% (ten percent)
handling fee, and the Lessee undertakes to pay the Lessor the
aforementioned sum immediately following the Lessor's first
request.
18.2.3 Each delay in any payment that the Lessee is obliged to pay the
Lessor according to this Agreement, that exceeds 21 (twenty-one)
business days shall be considered a material breach of this
Agreement.
18.3 The Lessor shall be entitled to immediately nullify the Agreement
should one of the following events occur:
18.3.1 Any bailiff's proceedings whatsoever have been instituted
against the Lessee, and these have not been canceled within 60
(sixty) days.
18.3.2 Bankruptcy and/or liquidation proceedings and/or suspension of
proceedings have been instituted against the Lessee, and these
have not been canceled within 45 (forty-five) days.
18.3.3 A receiver has been appointed for the Lessee and/or its
property, and said appointment has not been canceled within 45
(forty-five) days.
18.3.4 A judicial closure order has been issued for the Lessee's
business and has not been cancelled within 14 days.
19. TRANSFERRING RIGHTS
19.1 The Lessee shall not be entitled to deliver and/or transfer and/or
lease and/or assign and/or convert and/or mortgage and/or pledge its
rights in accordance with this Agreement and/or to allow any third
party whomsoever to use and/or possess the Rented Premises or any part
thereof and/or to involve any third party whomsoever in its possession
of the Rented Premises or in the use thereof or in the deriving of
pleasure therefrom, be it directly or indirectly, be it for
consideration or not for consideration.
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19.2 The Lessor shall be entitled to transfer its rights according to this
Agreement and/or to sell the Rented Premises, provided that the
Lessee's rights according to this Agreement are not infringed upon as
a result, and provided that it informs the recipient of the rights
and/or the Buyer (as applicable) of the existence of this Rental
Agreement, and the recipient of the rights and/or the Buyer assumes
all the Lessor's obligations and rights vis-a-vis the Lessee according
to this Rental Agreement and delivers a copy of the Buyer's
aforementioned approval to the Lessee. Should the Lessor's rights be
transferred as stated above, the Lessor shall notify the Lessee of
same in writing.
20. GENERAL
20.1 All the payments that the Lessee must make to the Lessor according to
this Agreement will be paid by the Lessee to the Lessor at its offices
or any other location determined by the Lessor.
20.2 For each payment remitted by the Lessee in accordance with this
Agreement, the Lessee shall add, at the time of payment, value-added
tax as required by law, and receive a legal tax invoice for same.
20.3 The Lessor is entitled to offset any sum due it from the Lessee and/or
which the Lessee has undertaken to pay according to this Agreement
and/or any sum required for the fulfillment of any of the Lessee's
obligations according to this Agreement, from any sum due the Lessee
and/or to which it is entitled in its account.
20.4 The Lessee shall not be entitled to offset sums that it is entitled to
receive from the Lessor, from sums due the Lessor, if there are any,
unless the offset is performed vis-a-vis the Lessor for sums that it
has agreed that the Lessee is entitled to receive from it.
20.5 There will be no validity to any waiver, absolution or extension that
have been given or implemented by the Lessor unless they have been
implemented explicitly and in writing, and no one may deduce or
understand a waiver, absolution or extension of any breach of this
Agreement by the very act or omission that is not an explicit, written
notification. A delay or avoidance of the use of any right granted to
the Lessor according to this Agreement will not be considered
impediments toward it by the Lessee.
A written waiver in any case whatsoever will not be construed by
anyone as learning comparison by analogy with respect to another
matter, and no one may deduce therefrom with respect to any other
waiver by that party.
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20.6 This Agreement nullifies all previous agreements between the parties,
whether they have been given, implemented or reached orally or in
writing. No amendment to this Agreement will be valid unless it has
been put in writing and signed by the parties to this Agreement.
21. ADDRESSES AND NOTIFICATIONS
21.1 The parties' addresses for the purposes of this Agreement are as
stated in the Preamble to this Agreement.
21.2 Any notification given in accordance with the aforesaid in this
Agreement will be written and sent by one party to the other via
registered mail or hand-delivered and will be considered delivered
within a reasonable time for said notification to arrive at it the
addressee's destination.
AND IN WITNESS WHEREOF, THE PARTIES HERETO HAVE AFFIXED THEIR SIGNATURES:
------------------------------------ -----------------------
X. XXXXX-FOOD GOLD FROST LTD.
INTERNATIONAL LTD.
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APPENDIX A
DESCRIPTION AND COSTS OF THE RENTED PREMISES
ONGOING
UNIT OF NO. OF MONTHLY PER MONTHLY
MEASUREMENT UNITS(1) UNIT COST COST
----------- -------- ---------- -----
Frozen warehouse (-18 degrees) M(2) per month 308 $15.00 $ 4,620
Chilled warehouse (0-4 degrees) M(2) per month 546 $12.00 $ 6,552
Entrance warehouse (0-4 degrees) M(2) per month 374 $12.00 $ 4,488
Cheese cutting (12 degrees) M(2) per month 187 $12.00 $ 2,244
Operations offices M(2) per month 30 $ 6.00 $ 180
TOTAL 1,445 $18,084
NOTE:
(1) The spaces include relative loading of the service areas - APS, toilets,
dressing rooms, rubbish, elevators, stairs, kitchenette, dining room,
forklift loading, etc.
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APPENDIX C
TECHNICAL SPECIFICATION
THE BUILDING CONTENTS:
(1) Refrigeration system in the various areas, as follows:
a. LEVEL 0.0
i. Frozen warehouse: -18 degrees Celsius
ii. Chilled warehouse: 0 to 4+ degrees Celsius
iii. "0" Room: 0 to 4+ degrees Celsius
b. LEVEL 7.5
i. Cheese cutting room: 12+ degrees Celsius
(2) Doors of various types at all the openings
(3) Sealing sleeves at all the external openings
(4) Two height equalizers
(5) Firefighting system + firefighting equipment
(6) Shelf system according to the specification in the diagram, storage
height - 10.90 m.
(7) Air conditioned rooms for the manager + a clerk
(8) Cheese cutting room including an epoxy floor, water drainage in the
floor, a sink including marble, and electricity supply for the cutting
machines and the packing machines
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