Exhibit 10.12
Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
MEMORANDUM OF AGREEMENT OF LEASE
made and entered into between
NORWICH LIFE SOUTH AFRICA LIMITED
REG NO. 87/03755/06
VAT NO. 4250102227
(hereinafter called "the Landlord") of the First Part
(herein represented by FEDSURE PROPERTIES (PTY) LIMITED)
REG NO. 94/09029/07
VAT NO. 4110151380
(duly authorised hereto)
and
COLOUR XXXXX.XXX SOUTH AFRICA
REG NO. ..........
VAT NO. ..........
(herein represented by ...................................)
(hereinafter called "the Tenant") of the Second Part
The Landlord hereby lets to the Tenant who hereby hires the premises described
in Section 3 of the Schedule annexed hereto on the terms and conditions as set
out in the said Schedule and General Conditions annexed hereto.
REF: CST009-HO6320
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"FOR OFFICE USE ONLY"
TERMS AS
AGREED
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NEGOTIATOR
VERIFIED TO
MASTER FILE
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PROP. ADMIN.
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Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
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SCHEDULE
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1. PROPERTY : CAVANARD BUILDING
2. NAME OF LANDLORD : NORWICH LIFE SOUTH AFRICA LIMITED
2.1 NAME OF TENANT : COLOUR XXXXX.XXX SOUTH AFRICA
2.2 ADDRESS OF BUILDING : CAVANARD BUILDING
XXXXX STREET
CLAREMONT
3. DESCRIPTION OF PREMISES : Portion of 1st Floor, being the address of
the tenant as per Annexure "A" (diagram of
premises). The rentable area in terms of the
S.A.P.O.A. standard of measurement is equal
to approximately 189.30 square metres as
shown in Annexure "A" for identification
purposes only.
4. LEASE PERIOD : 3 (Three) years
4.1 Commencement date : 01.10.1999
4.2 Possession date : 01.10.1999
4.3 Termination date : 30.09.2002
4.4 Option to Renew : 3 (Three) years at market related terms and
conditions. From 01.10.2002 to 30.09.2005.
5. RENTAL OF THE PREMISES :
5.1 NET RENTAL
Monthly net rental for Lease Period calculated at R23,60 per square
meter for the first period being 01.10.1999 to 30.09.2000 thereafter
escalating at 12% per annum, namely:
NET VAT GROSS
--- --- -----
From 01.10.1999 to 30.09.2000 = R4 467.48 R625.45 R5 092.93
From 01.10.2000 to 30.09.2001 = R5 003.58 R700.50 R5 704.08
From 01.10.2001 to 30.09.2002 = R5 604.01 R784.56 R6 388.57
INITIAL HERE
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Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
5.2 OPERATING COSTS
Monthly operating costs for Lease Period calculated at R7,90 per square
meter for the first period being 01.10.1999 to 30.09.2000 thereafter
escalating at 14% per annum, namely
NET VAT GROSS
--- --- -----
From 01.10.1999 to 30.09.2000 = R1 495.47 R209.37 R1 704.84
From 01.10.2000 to 30.09.2001 = R1 704.84 R238.68 R1 943.52
From 01.10.2001 to 30.09.2002 = R1 943.51 R272.09 R2 215.60
6. PARKING RENTAL:
Includes 2 single open parking bays at R225,00 per bay per month for the
first period being 01.10.1999 to 30.09.2000 thereafter escalating at 12% per
annum, namely
NET VAT GROSS
--- --- -----
From 01.10.1999 to 30.09.2000 = R 450.00 R 63.00 R 513.00
From 01.10.2000 to 30.09.2001 = R 504.00 R 70.56 R 574.56
From 01.10.2001 to 30.09.2002 = R 564.48 R 79.03 R 643.51
7. RATES
Tenant's proportionate share of = 30,73% (three nought
assessment rates and taxes in terms comma seven three
of clause 9 of the Lease annexured hereto. percentum)
8. ELECTRICITY
Tenant's Portion of electricity in = 30,73% (three nought
terms of clause 10 of the Lease comma seven three
annexured hereto percentum)
9. SOLE PERMITTED USAGE OF PREMISES:
Administration offices for photocopying workshop.
10. DOMICILIUM CITANDI ET EXECUTANDI OF LANDLORD
c/o Fedsure Properties (Pty) Limited, Norwich Oval, 2nd Floor, Xxxxxxx
Xxxxx, 0 Xxxxxxx Xxxx, Xxxxxxxx, 0000.
11. DOMICILIUM CITANDI ET EXECUTANDI OF TENANT
0xx Xxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx, 0000.
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Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
12. DEPOSIT / BANK GUARANTEE : The Tenant will supply an irrevocable
bank guarantee equivalent to R29
730,69 which guarantee shall remain
in full force and effect to cover any
claims of the Landlord based on a
cause of action arising in terms of
the Lease arising during the period of
the lease, which guarantee shall be in
the form of the draft annexed hereto
marked "B" or in such other form as
may be approved in writing by the
Landlord.
13. SURETYSHIP BY : Not Applicable.
14. TURNOVER RENTAL : Not Applicable.
15. THE FOLLOWING ANNEXURES FORM PART OF THIS LEASE:
Annexure "A" : Floor Plan.
Annexure "B" : Irrevocable Bank Guarantee.
Annexure "C" : Resolution of Members.
Annexure "D" : Option to Renew.
Annexure "E" : Not Applicable.
Annexure "F" : Rental Debit Authorization.
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Revised Version - 25 June 1999
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INDEX TO GENERAL CONDITIONS OF LEASE
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CLAUSE CONTENTS PAGE
18 ADVERTISING SIGNS 09
02 AGREEMENT OF LEASE 03
46 ALIENS 19
19 AIRCONDITIONERS AND BLINDS 09
15 ALTERATIONS 08
09 ASSESSMENT RATES AND TAXES 05
14 BLOCKAGE OF PIPES 08
37 BREACH 15
21 BUILDING SECURITY 11
11 COMMON AREAS, JOINING FACILITIES & ACCESS TO THE BUILDING 06
43 COMPANY OR CLOSE CORPORATION TO BE FORMED 18
42 CONDITIONS OF USE OF PARKING AREA 17
48 COSTS 20
01 DEFINITIONS 02
35 DESTRUCTION 14
10 ELECTRICITY 05
16 FIXTURES AND FITTINGS 09
30 FUTURE TENANTS 13
47 GENERAL 19
26 GLASS, WINDOW PANELS AND SHOP FRONTS 12
44 HOLDING OVER 19
31 HOUSE RULES AND REGULATIONS 13
17 INDICATOR SIGN BOARDS 09
25 INVALIDATION OF INSURANCE 12
38 JURISDICTION 16
27 LANDLORD'S LIABILITIES AND TENANT'S WAIVERS 12
45 LANDLORD'S HYPOTHEC 19
29 LANDLORD'S RIGHT OF ENTRY 13
32 LANDLORD'S RIGHT TO ADD TO BUILDINGS 13
03 LEASE PERIOD 03
24 LICENCES AND MUNICIPAL REGULATIONS 11
28 MAINTAIN EXTERIOR 13
12 MAINTAIN INTERIOR 07
23 NON-REMISSION OF RENT DURING BUILDING 11
39 NOTICE AND DOMICILIA 16
05 NOTIFICATION OF DEFECTS 04
22 NO WITHHOLDING PAYMENTS 11
41 NUISANCE 17
08 PARTNERSHIP 05
36 REBUILDING AND/OR RENOVATION 14
13 REFUSE 08
34 RELOCATION 14
04 RENTAL AND DEPOSIT 03
49 RENTAL DEBIT AUTHORISATION 20
40 SECTIONAL TITLE, SALE OF PREMISES OR CHANGE OF NAME 17
20 SUB-LETTING AND SALE OF SHARES 10
07 SURETY 05
06 USAGE 04
33 VACATION OF PREMISES 14
50 VALUE ADDED TAX (VAT) 20
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GENERAL CONDITIONS OF LEASE
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1 DEFINITIONS
In these General Conditions of Lease and in the Schedule, unless the
context clearly otherwise indicates:
1.1 "Schedule" means the Schedule attached to the Lease;
1.2 "the lease" means the agreement of lease entered into between the
parties in terms of this document;
1.3 "the premises" means the premises, including the parking areas, let
in terms of this lease and as described in Section 3 of the
Schedule;
1.4 "the building" means the building of which the premises form a
portion;
1.5 "the property" means the property upon which the building is
situated;
1.6 "the commencement date" means the date upon which this lease
commences as specified in clause 4 of the schedule:
1.7 "the possession date" means the date upon which the keys to the
premises are delivered to the tenant;
1.8 "the expiry date" means the date upon which this lease expires as
specified in clause 4 of the schedule;
1.9 "the common area" means at any time during the currency of this
Lease, those parts of the building not actually let and not intended
to be let by the Landlord or its duly authorised representatives,
including but not necessarily limited to foyers, malls, arcades,
passages, parking areas, entrances, exits, loading docks, ramps,
landscape areas. interior and exterior stairways, toilets, and all
other amenities provided by the Landlord for general use in common
by the tenants and their servants, employees, customers and invitees
in or about the building or the property;
1.10 "pro-rata share" means the ratio, which the rentable floor area of
the leased premises bears to the total rentable floor area of the
building. In order to derive the aforesaid ratio, the rentable floor
areas of the leased premises and of the building respectively shall
be determined by using the SAPOA Method of Measuring Floor Areas in
Commercial Buildings;
1.11 "operating costs" will mean reasonable costs incurred by the
Landlord in respect of maintaining and running the building and/or
property for which the Tenant is not otherwise liable in terms of
this Lease, including (but not limited to):
* fees, levies and/or charges payable to the local or any other
responsible authorities (excluding only assessment rates and
taxes);
* cleaning expenses - for common areas only
* security expenses;
* the lift service including maintenance, repairs and
replacements;
* refuse and sewerage rates and charges;
* insurance premiums (including political riot insurance);
* airconditioning repairs and maintenance costs (applies to
central airconditioning plant only);
* the cost of water used in or at the building for any purposes
(unless charged directly to the tenants);
* building amenity cost, including towel and other toilet
services and the costs of maintaining indoor and outdoor
gardens, plants and grounds and fire fighting equipment,
drains and sewerage pipes and plumbing works;
* management and administration expenses and fees;
1.12 "monthly rental" means the total of all amounts referred to in
sub-paragraph 4.2 of this lease;
1.13 Words importing any one gender shall include the other two and words
importing the singular shall include the plural and vice versa;
1.14 The headings to paragraphs are used for reference only and are not
terms of the lease.
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Revised Version - 25 June 1999
2 AGREEMENT OF LEASE
The Landlord hereby leases the premises to the Tenant, which hires the
premises from the Landlord on the terms set out in this Agreement
incorporating the Schedule and Annexures annexed hereto.
Each and every term of this agreement, including terms contained in the
Schedule and Annexures hereto, shall be material terms of this Lease and
shall not be severable from the remainder of the agreement.
3 LEASE PERIOD
3.1 The lease shall be for the lease period stipulated in Section 4 of
the Schedule and shall (unless terminated earlier in terms of the
lease), expire on the expiry date stipulated in Section 4 of the
Schedule.
3.2 If the Landlord is unable to give the Tenant possession and/or
occupation of the premises on the Commencement Date as stipulated in
the Schedule by reason of the premises being incomplete, or in a
state of disrepair, or by reason of any existing Tenant not having
vacated the premises, or for any other reason whatsoever, the Tenant
shall have no claim for damages or right of cancellation and shall
accept occupation on such later date on which the premises are
available. In the event of such a delay the Commencement Date shall
be the date on which the premises shall become available for
occupation and the lease period and expiry date shall be extended by
the period of the delay; provided that if the premises are not ready
for occupation within ONE (1) month of the Commencement Date
stipulated in the Schedule, the Tenant shall be entitled to cancel
this Lease on ONE (1) month's written notice to the Landlord.
3.3 Notwithstanding the abovementioned provisions, and subject to the
provisions of 3.5 below, the Lease shall only come into force when
signed by the Tenant and the Landlord, until which time the Tenant
shall have no right of occupation whatsoever and shall have no claim
to the existence of a tenancy as a result of:
3.3.1 negotiations having been conducted and/or concluded;
3.3.2 this Lease having been drafted, and signed by the Tenant only;
3.3.3 the acceptance by the Landlord and/or its agents and/or
employees of payment of a deposit or of rental or the giving
of possession of the premises to the Tenant.
3.4 Signature of this Lease by the Tenant shall constitute an offer by
the Tenant to Lease the premises on the terms set out herein, which
offer shall be irrevocable unless and until declined in writing by
the Landlord. The failure of the Landlord to sign the Lease shall
not be deemed to indicate that the Landlord has declined to accept
the Tenant's offer aforesaid.
3.5 Notwithstanding the provisions of 3.3 above, should the Tenant
already have taken possession of the premises and the Landlord
thereafter declines to sign the Lease, the Tenant shall nevertheless
be bound by the terms of this Lease save that the Tenant's
occupation of the premises shall be deemed to be a monthly tenancy
terminable on ONE (1) month's written notice given by either party
to the other.
4 RENTAL AND DEPOSIT
4.1 The Tenant shall, simultaneous with its signature of this lease,
furnish the bank guarantee/deposit specified in section 12 of the
Schedule to the Landlord. The Landlord shall have the right to apply
the whole or portion of such bank guarantee/deposit towards payment
of the rent, water and electricity charges, key replacements,
damages, repairs, renovations and any other liability for which the
Tenant is responsible in terms of this lease. The Tenant may not set
off against the deposit any rent or other amount owed by it to the
Landlord in terms of this lease. If any portion of the bank
guarantee/deposit is so applied, the Tenant shall, on written demand
by the Landlord, reinstate the bank guarantee/deposit to its
original amount. The Tenant shall, if required by the Landlord, be
obliged to top up the bank guarantee/deposit on each anniversary of
the commencement date so as to ensure that it always remains
equivalent to at least the monthly rental for the premises, or the
original amount, whichever is the greater. The bank
guarantee/deposit, or the balance thereof as the case may be, shall
be refunded by the Landlord to the Tenant:
4.1.1 after the Tenant has vacated the leased premises; and
4.1.2 after all the tenant's obligations to the Landlord in terms
hereof have been fully discharged; and
4.1.3 free of interest.
4.2 The monthly rental payable by the Tenant to the Landlord for the
premises shall be the aggregate of the amounts as specified in
clause 5.1 and, where applicable, clause 6 of the Schedule and
subject to the escalation(s) as specified in the Schedule.
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Revised Version - 25 June 1999
4.3 In addition to and separate from the monthly rental, the Tenant
shall pay to the Landlord a monthly contribution towards the
operating costs of the building in an amount as specified in Clause
5.2 of the Schedule, and subject to the escalation(s) as specified
in the Schedule.
4.4 The monthly rental as set out in 4.2 and the operating costs set out
in 4.3 shall be paid by the Tenant to the Landlord monthly in
advance on or before the first day of each and every calendar month,
commencing from the occupation date or the commencement date,
whichever occurs first. The monthly rental and operating costs
shall, in respect of any period during the currency of this lease
which is less than a full calendar month, will be reduced
proportionately with regard to the length of the period concerned in
relation to a full month.
4.5 All amounts payable by the Tenant to the Landlord in terms of the
agreement shall be paid free of deduction and set-off and with the
addition of bank commission at the place specified in the schedule.
Unless otherwise agreed by the Landlord in writing, the payment of
such amounts shall be effected through an automatic electronic fund
transfer system, the requirements of which are detailed in the
Rental Debit Authorisation Form, being Annexure "F" to this Lease.
Notwithstanding the aforegoing, the Landlord may at its sole and
absolute discretion direct the Tenant to pay such amounts in cash at
such place as the Landlord may direct.
4.6 Where applicable, the Tenant shall pay to the Landlord turnover
rental as set out in clause 14 of the Schedule, and on the basis as
set out in Annexure "H" to the Lease.
4.7 In addition to the monthly rental and operating costs set out above,
the Tenant shall pay such additional amounts as may be specified in
the Schedule and in this Lease.
4.8 Appropriation of Payments: The Landlord is entitled in its sole
discretion to appropriate any payments received by the Landlord from
the Tenant towards the payment of any other amounts owing by the
Tenant to the Landlord other than the debt in respect of which
payment is made. The Landlord shall advise the Tenant of any such
appropriation which it makes.
5 NOTIFICATION OF DEFECTS
5.1 The Tenant shall notify the Landlord in writing within thirty (30)
days after the commencement date, or occupation date, whichever is
the earlier, of any defects in the premises. If it has not notified
the Landlord as aforesaid, it shall be deemed to have acknowledged
that the premises were received in good order and condition.
Notwithstanding the aforegoing, the Landlord shall not be obliged to
effect any repairs and/or maintenance in respect of the defects
listed by the Tenant, unless such defects relate to the Landlords
obligations in terms of 28 below, and the Tenant accepts the
premises "voetstoots".
5.2 The Tenant shall have no claim against the landlord of any nature
whatsoever, including but not limited to an enrichment claim, should
the area of the premises be smaller than the area referred to in
clause 3 of the schedule.
6 USAGE
6.1 The Tenant shall use the premises solely for the purpose described
in Section 9 of the Schedule and for no other purpose whatsoever
without the Landlord's prior written consent. The Tenant
acknowledges that it shall not have any exclusive right to any
particular type of business being conducted in the building.
6.2 The Tenant shall not conduct on the premises any "auction", "fire",
"going out of business", "closing down", "bankruptcy" or similar
sales.
6.3 The Tenant shall not exceed the floor loading capacity of the
premises or the building and the Tenant shall be responsible for any
and shall make good any and all damage to the premises and/or the
building caused by exceeding the floor loading capacity.
6.4 It is hereby recorded for the sake of clarity that the premises
shall not under any circumstances be used by the Tenant for the
conducting of any insurance business of any nature whatsoever.
6.5 The Landlord does not warrant that the premises are suitable for the
purposes of the Tenant, or that the Tenant will be granted any
license or consent in respect of its business.
6.6 In the event that the premises are retail premises, the Landlord
shall be entitled (after consultation with the Tenants in the
building/property and in the event of the majority of the Tenants so
agreeing), to introduce extended shopping hours at the centre eg.
Late night shopping, trading on Saturday afternoons, Sundays and
public holidays. Any alteration in the said core trading/business
hours shall be effective on not less than 2 (two) calendar month's
notice.
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7. SURETY
The Tenant shall procure that the person/s (if any) stipulated in Section
13 of the Schedule sign and throughout the period of this Lease, including
any extensions thereof, remain bound by a written Deed of Suretyship in
the form set out in Annexure "E" to this Lease. The Tenant shall ensure
that such written Deed of Suretyship duly signed as aforesaid is delivered
to the Landlord before the commencement date or occupation date, whichever
is the earlier. Should any such Suretyship not be furnished to the
Landlord within the required period as provided, or should any surety
named in Section 14 of the Schedule be declared insolvent or for any
reason become released from his obligations in terms of this suretyship,
the Tenant shall be deemed to be in breach of this Lease unless the Tenant
furnishes such other security for its obligations under this Lease to the
satisfaction of and within the time stipulated by the Landlord. The
Landlord may in its discretion waive or compromise its rights in respect
of any suretyship of one or more of the sureties named in the Schedule
without affecting its rights in respect of the remaining sureties.
8. PARTNERSHIP
If the Tenant is a partnership then by their signature hereto each partner
shall be liable jointly and severally both in his capacity as a partner
and in his personal capacity for all the obligations of the partnership as
the Tenant. The composition of the partnership as set out in this Lease
will not be altered for the duration of this agreement except with the
Landlord's prior written consent. If the composition of a partnership is
altered without such consent, the partners whose names appear in this
Lease will remain jointly and severally liable in terms of this Lease as
if the partnership had not been dissolved. Any person purporting to
represent a partnership by signing this Lease warrants by his signature
that he is authorised to bind the other partners to all provisions of this
Lease. The above provisions apply, mutatis mutandis, in the case of a
joint tenancy.
9 ASSESSMENT RATES AND TAXES
Commencing as from the occupation date or commencement date, which ever is
the earlier, the Tenant shall pay to the Landlord the following further
amounts on the first day of every month during the currency of this
agreement:
9.1 the tenant's pro-rata share of such assessment rates as are payable
by the Landlord on the property. The monthly amounts so payable by
the Tenant is specified in section 7 of the schedule;
9.2 the tenant's pro-rata share of the total amount payable by the
Landlord to the local authority for sewage and refuse removal and
any other utility services rendered by the local authority for the
property. The monthly amounts so payable by the Tenant is based on
the percentage specified in Section 7 of the Schedule;
9.3 the tenant's pro-rata share of any other charges or imposts payable
by the Landlord which are not or which may hereafter become payable
by the Landlord to any government, regional, local or other lawful
authority in respect of the property or the building;
9.4 the tenant's pro-rata share of value added tax or any other form of
tax, charge or levy imposed by the State or any regional, local or
other competent authority on the rental or any other amount payable
by the Tenant to the Landlord in terms hereof; provided that if it
shall be or shall become unlawful for the Landlord to recover any
portion of such tax, charge or levy by way of a refund, the Tenant
shall pay to the Landlord, as an additional charge an amount equal
to the tenants pro-rata share of any such tax, charge or levy.
10 ELECTRICITY
10.1 The Tenant shall be liable for the payment to the Landlord of a
monthly amount on or before the first day of every month during the
currency of this agreement in respect of the consumption of electric
current including electric power, which amount will be equal to the
aggregate of the following two amounts which will be calculated at
the standard commercial rate per electricity unit from time to time
and will include any increase from time to time.
10.1.1 The amount of electricity used in the premises as indicated
by the reading of the sub-meter, which the Landlord will be
entitled to install to measure the units of electric current
including electric power consumed on or in respect of the
premises. The reading of that meter will be accepted as
correct by the parties unless proved by the Tenant to be
wrong. If separate sub-meters are installed at any time
during this Lease (which installation shall be entirely at
the discretion of the Landlord), the Tenant shall also be
liable for and shall on demand pay the basic and service
charges in respect of the services so mentioned as supplied
to the premise during the period of this Lease (which shall
include a reasonable service charge for such sub-meters); and
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Revised Version - 25 June 1999
10.1.2 A proportionate share, calculated on a pro-rata rentable area
basis as stipulated in Section 8 of the Schedule, of the
amount payable by the Landlord for electric current including
electric power in respect of common area which latter amount
will be calculated monthly from a reading of the main
electricity meter of the building which reading will be
accepted by the parties as correct unless proved by the
Tenant to be wrong.
10.2 Should the Landlord not install a separate sub-meter in respect of
the premises as contemplated in 10.1.1 then the Tenant will be
liable for payment of a pro rata amount as determined in Section 8
of the Schedule of all electricity consumed in the building
excluding what is paid for by the Tenants whose premises have
sub-meters. The Tenant's share of such consumption will be in
proportion to such consumption as the area of the Tenant's premises
bear to the total area of the building including the common area,
less the areas of the premises which have sub-meters. The total
electricity consumption of the building will be ascertained from a
reading of the main meter(s) installed to meter the consumption of
electricity in the building. The reading on said meter will be
accepted as correct, unless it is proved by the Tenant to be wrong.
10.3 The Tenant shall pay each and every monthly amount due by the Tenant
in terms of paragraph 10.1 or 10.2, as the case may be, within seven
(7) days of the date on which a monthly electricity account, which
may form part of the rental statement, is rendered to the Tenant by
the Landlord specifying the amount due by the Tenant for
electricity. Should the Tenant fail to pay the electricity account
by due date, then without prejudice to any other rights it may have,
the Landlord shall be entitled to terminate the supply of
electricity current to the premises and the Landlord shall not be
liable for any consequent damages or losses howsoever arising or of
any nature whatsoever sustained by the Tenant, as a result thereof
notwithstanding that the Landlord or its agents or employees may
have acted negligently.
10.4 Should the electrical equipment in unmetered leased premises, in the
opinion of the Landlord, lead or be likely to lead to abnormal or
excessive electricity consumption, the Landlord will be entitled to
increase the amount payable by the Tenant for electricity after
consultation with the Tenant with regard to the amount of the
adjustment. Failing agreement as to the amount of the increase, the
Landlord shall be entitled to install a sub-meter at the expense of
the Tenant to measure the units of electricity consumed on the
premises, in which event the Tenant will be liable for the cost of
electricity in accordance with the provisions of 10.1.1.
10.5 The Tenant shall not alter, interfere with or overload the
electrical, lighting or heating installations in the premises;
10.6 The Tenant shall notify the Landlord should the electrical current
to the premises cease or become defective or be interrupted.
10.7 If any dispute arises as to the amount of the Tenant's liability for
any electricity charges, the onus of proof shall be on the Tenant.
10.8 The readings on the meter referred to in this clause 10 shall be
carried out by an independent recognised meter reading agency
appointed by the Landlord from time to time during the currency of
this Lease.
11 COMMON AREAS, JOINING FACILITIES AND ACCESS TO THE BUILDING
11.1 The Tenant shall have the right of reasonable use, having regard to
the rights of other tenants, of the common areas, service roads,
loading facilities, side walks and yard, toilets and other
conveniences and facilities provided by the Landlord on the property
and in the building. The Tenant undertakes that its employees and
its agents and/or invitees will use such spaces, toilets,
conveniences and facilities as may be allocated from time to time in
respect of the Tenant and its employees, agents and/or invitees
generally or in respect of particular categories of those employees.
11.2 The Tenant shall be entitled to the use of the lifts, if any,
provided that all goods and parcels shall be transported in the
goods lift, if any, and shall be brought into the building by the
service entrances, if any, of the building. No goods, packing cases,
furniture or safes shall be taken into the lifts or left in the
passage and on the landing of such building or the surroundings
thereof without the Landlord's prior written consent.
11.3 The Landlord shall have the right in terms of clause 31 from time to
time to make and from time to time to vary, amend or add to
equitable rules and regulations governing the relationship between
tenants of the building in regard to:
11.3.1 the common area;
11.3.2 any joint facilities which may exist in the building; and
11.3.3 generally the use of joint, common or open areas within and
outside the building;
and the Tenant undertakes to observe the said rules and regulations
from time to time in force as if the same were terms and conditions
of this Lease and to ensure the observance thereof by the Tenant's
employees, officers, invitees, agents and/or visitors.
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11.4 The Landlord shall not be responsible to the Tenant for the
non-observance or violation of the terms of any Lease which may be
enforced from time to time between the Landlord and any other Tenant
of the building or the non-observance or violation of any rules or
regulations by any such Tenant, nor shall the Tenant have any right
to require of the Landlord that it enforce any such terms, rules or
regulations.
11.5 The Landlord shall be entitled to relocate, from time to time at its
sole and absolute discretion, the parking areas and the common areas
in the property or building or extensions thereof.
11.6 The Landlord shall have the right to cause the removal of any
persons from the common areas or to deny the use of the common areas
by persons.
11.7 The Tenant shall have access to the premises or the building, and
the use of lifts and any other common facilities in the building
during normal business hours. Should the Tenant require access to
the premises outside normal business hours, the Tenant shall obtain
the Landlord's consent and the Landlord shall, having regard to its
security services and the other provisions of this Lease, be
entitled to make its consent conditional upon any terms and
conditions which the Landlord in its sole and absolute discretion
may deem necessary for the proper administration and/or security of
the premises or of the building.
12 MAINTAIN INTERIOR
12.1 The Tenant shall at its own cost, keep and maintain the premises in
a clean, sanitary and good condition. Without derogating from the
generality of the aforegoing, the Tenant shall:
12.1.1 replace or repair all fixtures and fittings, appliances,
doors, door handles, locks, keys, entrances and windows in or
serving the premises and on the expiration or earlier
termination of this agreement shall deliver the premises to
the Landlord in the same good order and condition as existed
at the commencement date;
12.1.2 replace when necessary all fluorescent tubes and incandescent
bulbs, starters, water ballast's, washers, taps, cisterns,
toilet bowls and basins in the leased premises and shall be
responsible at its own cost to maintain all light fittings in
the premises in proper order and clean condition;
12.1.3 except for normal fixturing purposes, not drive or permit to
be driven into the walls or ceiling of the premises or the
building any nails, screws or other instruments, nor do or
permit anything to be done that may damage the walls or
ceilings or any other portion of the premises or the
building;
12.1.4 maintain in good order and condition any floor covering
and/or carpeting which may be supplied by the Landlord in the
premises, and shall, on expiration or earlier termination of
this agreement, deliver such floor covering and/or carpeting
to the Landlord in the same good order and condition as
existed at the commencement date, fair wear and tear alone
accepted. It is specifically recorded that, for the purpose
of this clause "fair wear and tear" shall not apply to usage
of the floor covering and/or carpets other than for
pedestrian traffic and shall not release the Tenant of its
obligation to clean the floor covering and/or carpets at
regular intervals;
12.1.5 at the expiration or earlier termination of this agreement,
and in the event only that the Tenant shall have failed to
restore the premises to the Landlord in the same good order
and condition as they were at the commencement of this
lease, fair wear and tear excepted, pay to the Landlord, on
demand, the reasonable cost of restoring the premises to the
same good order and condition in which it was at the
commencement date. Without derogating from the generality of
the aforegoing, the cost of restoring the leased premises
shall include the cost of redecoration and the cost of steam
cleaning and carpeting in the premises.
12.2 The Tenant shall make good and repair at its own costs any damages
or breakage's and shall, in the event of it failing to replace,
repair or make good any broken, damaged or missing articles or to
repair or maintain any items as required in terms of this Lease,
permit the Landlord, without prejudice and in addition to the
Landlord's other rights, to carry out such work without liability on
the part of the Landlord to the Tenant for any loss or damage that
the Tenant may sustain or suffer as a result of such work. The
Tenant shall pay to the Landlord, within SEVEN (7) days of written
demand for payment the costs of such work together with interest at
the maximum rate permissible by law from the date of payment for the
work by the Landlord to date of payment by the Tenant. Without
detracting from the generality of the above, the Tenant shall repair
any damage caused to the premises inclusive of the doors, windows,
ceiling(s), floors and walls of the premises which may be
occasioned by any cause including forcible entry or exit and
malicious damage.
12.3 Without derogating from the generality of 12.1 above, the Tenant
shall maintain and keep clean the inside surfaces of the windows and
of the doors of the premises as no such service shall be supplied by
the Landlord.
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13 REFUSE
13.1 The Tenant shall for the purposes of collecting and disposing of its
refuse provide and use at its expense such bins and other containers
as may from time to time be specified by the local authority and/or
the Landlord.
13.2 All bins and containers referred to in 13.1 above shall be
maintained in good order and condition and kept neat and tidy by the
Tenant throughout the period of this Lease. The Tenant shall ensure
that the refuse does not remain or accumulate on or outside the
premises but shall be prepared for collection in the manner and at
the times and places specified by the local authority and/or the
Landlord. The failure by the Tenant to comply with the above shall
permit the Landlord, without prejudice and in addition to the
Landlord's other rights, to carry out preparation and removal of
refuse without liability on the part of the Landlord to the Tenant
for any loss or damage that the Tenant may sustain or suffer as a
result thereof. On completion of such preparation and removal, the
Tenant shall pay to the Landlord, within SEVEN (7) days of written
demand for payment the costs of such work together with interest at
the maximum rate permissible by law from the date of payment for the
work by the Landlord to date of payment by the Tenant.
13.3 The Tenant shall be responsible for the replacement cost of all/any
bins or containers used by or in connection with the premises, which
may be stolen, lost or unlawfully removed.
13.4 The Tenant shall if so directed by the Landlord, use such compactor
service and/or incinerator service as may be provided, for the
disposal of refuse, and the Landlord shall be entitled to charge the
Tenant a fair and reasonable amount for use of such compactor
service and/or incinerator service. The charge shall be payable by
the Tenant monthly in advance on the first day of each and every
month together with the total monthly rental.
14 BLOCKAGE OF PIPES
14.1 The Tenant shall use its best endeavours to prevent any blockage of
sewerage or water pipes or drains in or connected with the premises.
14.2 The Tenant shall remove at its cost any obstruction or blockage in
any sewerage, water pipes or drains serving the premises exclusively
and where necessary repair the sewerage pipe or drain concerned.
14.3 The failure by the Tenant to comply with the above shall permit the
Landlord, without prejudice and in addition to the Landlord's other
rights, to carry out the removal of the obstruction or blockage
and/or necessary repair without liability on the part of the
Landlord to the Tenant for any loss or damage that the Tenant may
sustain or suffer as a result of such work. On completion of such
removal of obstruction or blockage and/or repair, the Tenant shall
pay to the Landlord, within SEVEN (7) days of written demand for
payment the costs of such work together with interest at the maximum
rate permissible by law from the date of payment for the work by the
Landlord to date of payment by the Tenant.
14.4 The Tenant shall be responsible for the consequences, of any nature
whatsoever, of the disposal of waste water from the premises by the
Tenant. Without limiting the generality of the aforegoing, the
Tenant shall be liable to pay any fine and/or effluent levy in
respect of such disposal of waste water which may be imposed by the
relevant local authority.
15 ALTERATIONS
15.1 The Tenant shall not make any structural alterations and/or
additions to the premises.
15.2 The Tenant shall not make any alterations or additions and/or
improvements (for convenience hereafter collectively referred to in
this clause as "the alterations") of a non-structural nature
whatsoever to the premises or the building without the Landlord's
prior written consent. The Landlord shall be entitled, if it
consents to the alterations, to require that the work is carried out
on behalf of the Tenant by a contractor nominated by the Landlord on
fair and reasonable conditions stipulated by the Landlord and the
Landlord shall also have the right to nominate any professional
consultants necessary to supervise the work at the Tenant's expense.
The Tenant shall obtain any required approval from the Local
Authority before the commencement of any works. If any alterations
are made by the Tenant it shall, on the expiry of the Lease or the
expiry of any renewal or extension thereof, remove and reinstate the
premises to the condition they were in before additions and
alterations were effected, unless the Landlord otherwise directs or
agrees in writing, in which latter case the alterations shall become
the Landlord's property. The Tenant shall under no circumstances
have any claim for compensation for any such alterations, whether or
not they are removed and the premises reinstated.
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16 FIXTURES AND FITTINGS
16.1 The Tenant may from time to time install any fixtures, fittings,
partitions and equipment (hereafter referred to for convenience as
'the fixtures and fittings') in the premises for the purpose of
carrying on the Tenant's business after obtaining the Landlord's
prior written consent thereto, (which consent shall not be
unreasonably withheld).
16.2 The Tenant may from time to time, and shall, prior to the
termination of this lease, remove the fixtures and fittings
installed in terms of 16.1 provided that the Tenant shall, at its
own cost, repair any damage caused by the installation and/or
removal of the fixtures and fittings. If the Tenant does not remove
any fixtures and fittings on vacating the premises, these will
become the property of the Landlord without prejudice to the
Landlord's right to recover the reasonable cost of reinstating the
premises as a result of the Tenant's failure to do so, and the
Tenant shall not at any time or under any circumstances have any
claim of any nature whatsoever against the Landlord in respect of
any fixtures and fittings not removed on or before the termination
of this Lease, whatever the reason may be.
16.3 All the Tenant's fixtures and fittings shall be installed at the
Tenants expense, and shall be executed in accordance with drawings
and specifications approved by the Landlord and in compliance with
any requirements of the Local Authority. The work shall be done by
contractors and sub-contractors nominated or approved by the
Landlord, which contractor and sub-contractors shall comply with
such reasonable rules and regulations as to safety, administration
and coordination as the Landlord may stipulate. The Tenant shall
keep and maintain at its own costs all the fixtures and fittings in
good order and condition and the Tenant shall be liable to pay to
the Landlord any additional local authority rates and taxes and/or
insurance premiums levied or charged as a result of the installation
of the said fixtures and fittings.
17 INDICATOR SIGN BOARDS
The Tenant shall be entitled to have its name placed on the Indicator Sign
Board, if any, at the main entrance and on its respective floor at its own
expense. The design of such sign will be in conformity with the standard
specification as laid down by the Landlord in respect of the building in
force on the commencement date.
18 ADVERTISING SIGNS
18.1 The Tenant shall not be entitled to affix, paint, erect, install or
display any advertising or other signs (including neon signs) on the
windows, doors, exterior or roof or any other part of the leased
premises or building, without the Landlord's prior written consent.
When applying for such consent the Tenant shall submit to the
Landlord in duplicate plans drawn to scale of each sign or
advertisement together with all relevant information relating
thereto including, inter alia, details of the size and depth of the
letters to be used, the materials to be used, and the method of
manufacture, illumination and attachment to, or suspension from, the
leased premises or the building. The Landlord shall have the right
to refuse such consent should the Landlord deem in its sole
discretion that any aspect of the sign or advertisement is not in
keeping with the Landlord's signage requirements or with the general
signage or aesthetics of the building. In the event of such consent
being granted, the Tenant:
18.1.1 shall keep and maintain any such signs in good, clean and
proper working order and condition to comply with the
requirements of any competent authority pertaining to such
signs. Should the Tenant fail to do so the Landlord shall be
entitled, after giving the Tenant seven (7) days written
notice, to attend to the signs in such manner as the Landlord
deems necessary and to recover the costs of so doing from the
Tenant on demand;
18.1.2 hereby indemnifies the Landlord against claims of whatsoever
nature made against the Landlord as a result of the
installation, erection or operation of such signs.
18.2 The Tenant shall, by not later than the expiry or earlier
termination of this agreement, remove all signs affixed, painted,
placed, displayed, erected or installed by it and make good at its
own cost any damage caused as a result of such removal. Should the
Tenant fail to so remove all signs or make good such damage, the
Landlord shall be entitled to do so and recover the costs thereof
from the Tenant on demand.
18.3 The Tenant shall not affix any posters, placards or notices on the
external windows, doors or walls of the premises or the building,
without the Landlord's prior written consent.
19 AIRCONDITIONERS AND BLINDS
19.1 The Tenant shall not install any blind, airconditioner or like
device on or adjacent to any window of the premises unless the
manner of installation thereof has been approved in writing by the
Landlord. The Tenant shall not change or interfere with the
electrical or air-conditioning installation in the premises without
the prior written consent of the Landlord.
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19.2 In the event of the premises being air-conditioned by means of an
air-conditioning plant controlled by the Landlord, the Landlord may
from time to time establish, and the Tenant will conform to, the
reasonable rules and regulations relating to the switching on and
off of the air-conditioning plant as the Landlord shall advise the
Tenant in writing of the same and any amendments thereto from time
to time.
19.3 The Tenant shall be responsible during the currency of this Lease
for the maintenance, replacement, service and repair charges in
respect of all airconditioning units and/or parts thereof, including
controls or diffusers, which are located on, or which form part of,
the premises. The Landlord shall further have the right to enter
into a contract for the maintenance of the airconditioning units
and/or parts thereof, the reasonable cost of which will be pro rata
for the Tenant's account, and which may, at the Landlord's
discretion, be added to the operating costs payable by the Tenant to
the Landlord.
19.4 The failure by the Tenant to comply with the above shall permit the
Landlord, without prejudice and in addition to the Landlord's other
rights, to carry out maintenance, replacement, service and repairs
of the air conditioning units without liability on the part of the
Landlord to the Tenant for any loss or damage that the Tenant may
sustain or suffer as a result thereof. On completion of such
maintenance, replacement, service and repairs, the Tenant shall pay
to the Landlord, within SEVEN (7) days of written demand for payment
the costs of such work together with interest at the maximum rate
permissible by law from the date of payment for the work by the
Landlord to date of payment by the Tenant
19.5 Should the Landlord install during the currency of this Lease by
agreement with the Tenant any or further airconditioning units
within the premises, all maintenance replacement, service and repair
charges for these units will be for the Tenant's account.
19.6 The Tenant shall remove any blind, airconditioner or like device
affixed in terms of 19.1 at the expiration or earlier termination of
the Lease and reinstate the relevant part of the premises to the
same good order and condition as it was at the commencement date
Should the Tenant have failed to do so, the Landlord may attend to
this work at the Tenant's expense.
20 SUB-LETTING AND SALE OF SHARES
20.1 The Tenant shall not be entitled to sublet the whole or any part of
the premises, save as follows:
20.1.1 the Tenant shall apply to the Landlord in writing for its
consent to the subletting of the premises or part thereof
giving, in regard to the proposed sublease, the name of the
subtenant, the guarantor/s, if any, of the sub-Tenant's
obligations, the proposed date of commencement (which shall
not be later than 60 (sixty) days from the date on which the
Landlord receives the Tenant's application), the duration of
the proposed sublease, the exact premises and the rental and
any other considerations payable thereunder;
20.1.2 The Landlord shall not unreasonably withhold its consent to
the sub-letting of the premises but reserves to itself
completely the right to approve any proposed sub-Tenant and
shall not be obliged to furnish any reasons for withholding
such approval. The Landlord may make its consent conditional
upon whatever conditions it may deem necessary for the
protection of its interests and in which case:
20.1.2.1 the Tenant may on receipt of written confirmation by
the Landlord sublet the premises or part thereof as
the case may be in accordance with the written
application submitted to the Landlord in terms of
20.1.1 hereof and to any further conditions which
the Landlord may have stipulated as referred to
above. In the event of a sub-lease being permitted
in terms of this Clause, the Tenant will be deemed
to have ceded all its rights against the sub-tenant
in terms of that sub-lease to the Landlord as
collateral security for the obligations of the
Tenant in terms of this Lease;
20.1.2.2 The Tenant shall be obliged to account and to pay
over on demand to the Landlord, any profit made
arising out of any sub-lease entered into in respect
of the premises;
or alternatively -
20.1.3 The Landlord may give the Tenant written notice of its
intention to enter into a direct written lease with the
proposed sublessee, in which event on the commencement date
of the new written lease entered into between the Landlord
and the proposed sublessee this lease shall be cancelled and
be of no further force and effect. This cancellation shall,
however, in no way detract from the Landlord's right to
recover from the Tenant any amounts which have arisen in
terms of this lease and which are still outstanding at the
date of such cancellation or to enforce any obligations
arising before the cancellation
20.2 The Tenant shall not, without the Landlord's prior written consent,
cede, assign, transfer, alienate, or otherwise dispose of its rights
and/or obligations under this lease or pledge or hypothecate this
lease.
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20.3 Notwithstanding the provisions stipulated in terms of 20.1 hereof
should the Tenant request the Landlord's consent to cede and/or
assign or sub-let, the Landlord, at its option, may treat this
request as an offer by the Tenant to the Landlord to terminate this
lease on 3 (three) calendar month's notice commencing from the first
of the month following that in which the request to cede and/or
assign or to sub-let is made, and the Landlord shall have a period
of 30 (thirty) days (during which the offer shall be irrevocable) in
which to accept the offer.
20.4 If the Tenant is an unlisted company' or a close corporation or a
trust, no shares or membership interest therein, as the case may be,
shall be transferred from its shareholders or members, nor may any
shares or membership interest be allotted to any person other than
existing shareholders or members, nor may there be any change in the
trustees or beneficiaries of a trust, without the Landlord's prior
written consent, save in the case of a transfer of shares or
membership interest which will leave control of the Tenant with the
original shareholder or member, or of a transfer of shares or
membership interest to a deceased shareholder or members heirs. or
trustees, as the case may be. Any transfer or allotment of shares or
of members interest, or change of trustees or beneficiaries in the
case of a trust, effected without such consent shall constitute a
fundamental breach of the terms of this lease by the Tenant,
entitling but not obliging the Landlord to cancel this lease.
20.5 Without in any way derogating from the Landlord's rights in terms of
20.3 hereof, should a turnover rental be payable under this lease
the Landlord shall be entitled instead of consenting to a
sub-letting of the premises or assignment of the lease, to cancel
the lease with effect from the date of the proposed sub-letting or
assignment.
20.6 The Tenant shall not give up occupation or possession of the
premises or and portion thereof to any person whether as licensee,
agent, occupier, custodian or otherwise, without the Landlord's
prior written consent.
21 BUILDING SECURITY
21.1 Security of and control of access to the premises shall be the
responsibility of the Tenant
21.2 The Tenant shall join and be and remain a member of good standing of
a Building Security Association, if any, that may be promoted or
approved by the Landlord and having as its members the Tenants of
the Building, the object of which shall be the promotion of the
security of the Building and the safety of the Tenants thereof The
Tenant shall pay' to the Association all such reasonable membership
fees, subscriptions, contributions and levies as the Association
shall from time to time by its rules lawfully require, which amounts
shall be covered in the operating costs set out in clause 5.2 of the
Schedule. The Tenant shall throughout the period of the Lease
conform and comply with the Articles of Association, constitution
and rules and/or by-laws issued by the Association from time to
time. The Landlord does not bind itself by these presents to promote
any such Association during the currency of this lease.
22 NO WITHHOLDING PAYMENTS
The Tenant shall not be entitled for any reason whatsoever to withhold,
delay, set off or deduct from any amounts due to the Landlord in terms of
the Lease.
23 NON-REMISSION OF RENT DURING BUILDING
The Tenant shall not be entitled to claim a remission or reduction of rent
or cancellation of the Lease by reason of alterations or additions to the
building being carried out by the Landlord from time to time, provided
that the Landlord shall use its best endeavours to ensure that as little
inconvenience as is reasonably possible is caused to the Tenant.
24 LICENCES AND MUNICIPAL REGULATIONS
24.1 The Tenant shall be liable for obtaining all necessary licenses and
permits in respect of the Tenant's business in the premises.
24.2 The Tenant shall conform to all laws, ordinances, proclamations,
regulations and conditions of title relating to the property or to
tenants or occupiers of the property and the building in which the
premises are situated or affecting the conduct of the Tenant's
business in the premises.
24.3 The Landlord shall not be obliged to effect any repairs and/or
alterations and/or additions to the premises or the building or the
property in order to comply with the requirements of the
Municipality and/or other competent authorities in connection with
the conduct of the Tenant's business on the premises.
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24.4 The Landlord does not warrant or represent that the premises are fit
for any specific purpose or that any licence in respect of the
premises or the conduct of the Tenant's business therein will be
granted or renewed.
25 INVALIDATION OF INSURANCE
25.1 The Tenant shall not do or omit to do anything or keep in or on the
premises anything or allow to be done or kept in or on the premises
which in terms of any fire insurance policy held from time to time
by the Landlord in respect of the premises and/or the building may
not be done or kept therein, or which may render any policy void or
voidable and the Tenant shall comply in all respects with the terms
of any such policy, provided that if any such premium payable in
respect of any such policy is increased:
25.1.1 by reason of the nature or scope of the business which the
Tenant carries on in the premises in terms of the lease; or
25.1.2 as a result of the Tenant not complying with the aforesaid
provisions;
then without prejudice to any other rights which the Landlord may
have as a result of that breach, the Tenant shall on written demand
refund to the Landlord the amount of that additional premium.
25.2 The Tenant shall be obliged at its cost to take out and keep in
force during this Lease, a public liability insurance policy with
such insurance company as may be approved in writing by the Landlord
(which approval shall not be unreasonably withheld) for such amount
as will provide indemnity in respect of all claims which may
foreseeably be made against the Tenant and/or the Landlord arising
out of the Tenant's business in the premises, including but not
necessarily limited to any claims arising as described in 27 below.
The Tenant shall, if so required by the Landlord, exhibit to the
Landlord from time to time proof of payment of the premiums that
fall due.
26 GLASS, WINDOW PANELS AND SHOP FRONTS
The Tenant shall be responsible for any glass, both internal and external,
and mirrors, window panels and shopfronts in or on the premises and shall
be obliged at its expense to replace any such glass, mirrors, window
panels or shopfronts as may be damaged however and by whomsoever such
damages shall be caused. Without prejudice to and without absolving it
from its aforesaid obligations, the Tenant shall, except for any period
during which the Landlord may elect to insure the plate glass and
shopfronts itself, insure plate glass, window panels and shopfronts
against damage with an insurer nominated by the Landlord and maintain the
insurance in force throughout its occupation of the premises. The Tenant
shall on demand by the Landlord cede the policy of insurance to the
Landlord as security for its obligations hereunder. The Tenant shall if so
required by the Landlord exhibit to the Landlord from time to time proof
of payment of the premiums that fall due. If the Tenant fails to pay any
premiums the Landlord shall be entitled without prejudice to its rights
under this lease to pay the premium and to recover it from the Tenant. If
the Landlord elects to insure the plate glass, window panels and
shopfronts for any period, the Tenant shall pay to the Landlord on demand
so much of each reasonable premium paid by the Landlord as is attributable
to the insurance of the plate glass, window panels and shopfronts in or on
the premises.
27 LANDLORD'S LIABILITIES AND TENANT'S WAIVERS
27.1 The Tenant hereby indemnifies the Landlord and holds the Landlord
harmless from all claims by third parties in connection with loss of
life, bodily or personal injury or property damage arising from or
out of any occurrence in, upon at or from the occupancy or use by
the Tenant of the said premises or any part thereof or occasioned
wholly or in part by any act or omission of the Tenant, its officer,
agents, contractors, employees, sub-tenants, customers or guests.
27.2 The Tenant shall not have any right, remedy or claim of any nature
whatsoever and howsoever arising against the Landlord for any loss,
damage (whether general, special or consequential) expenses or
injury of any nature whatsoever or howsoever arising which may be
suffered by the Tenant, directly or indirectly, irrespective of
whether or not such loss, damage, expense or injury shall have been
caused through or as a result of the negligence (gross or otherwise)
of the Landlord or any person for whose acts or omissions the
Landlord is vicariously liable in law. Without derogating from the
generality of the aforegoing, the Landlord shall have no liability
to the Tenant in respect of any such loss, damage, expense or injury
which may be suffered by the Tenant by reason of any latent or
patent defects in the premises or in the building or in the
property, or from any fire in the premises or in the building, or
any theft from the premises or the building, or by reason of the
premises or the building or part thereof being in or falling into a
defective condition or state of disrepair, or as a result of any
particular repair not being effected by the Landlord either
timeously or at all, or arising out of vis major or causus
fortuitus, or arising out of any act of omission of any Tenant of
the building or a change of the building's facade, appearance or any
other feature thereof, or arising in any manner whatsoever out of
the use of the premises or of the building by any person.
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28 MAINTAIN EXTERIOR
The Landlord shall keep and maintain the exterior structure, window's and
roof of the building and the common area in good condition. The Tenant
shall not be entitled to any remission of rental, compensation or damage
by reason of the earning out of any maintenance and/or repair work by the
Landlord in order to comply with its obligations in terms of this clause.
29 LANDLORD'S RIGHT OF ENTRY
The Landlord may at all reasonable times either through its
representatives, employees or workmen or through its agents or
contractors:
29.1 have reasonable access to the premises for the purpose of inspecting
or repairing the premises or any part of the building and/or
equipment or installations located therein or for any other purpose
associated therewith;
29.2 repair or add to the premises;
29.3 alter the premises when required to do so by any lawful Authority;
29.4 suspend the operation of the lift serving the premises for service
and/or repair or any other similar purpose provided;
provided that the Landlord shall use its best reasonable endeavours
to exercise its rights in terms hereof with the least possible
inconvenience to the Tenant.
30 FUTURE TENANTS
30.1 The Landlord may display in or on or near the premises 'To Let'
notices during the six (6) months immediately preceding the expiry
of the Lease, and a 'For Sale' notice at any time during the period
of the Lease;
30.2 The Landlord may at all reasonable times during the period of this
Lease show any prospective Tenants or buyers the interior of the
premises.
30.3 The Landlord may during the period of the Lease display on the
premises any notice which may be required by the Landlord or any of
the Landlord's tenants or prospective tenants in connection with any
application for a licence for any business to be carried out on the
premises.
31 HOUSE RULES AND REGULATIONS
The Landlord shall be entitled and is hereby empowered at its sole
discretion from time to time to prescribe rules and regulations to
facilitate the management, administration and appearance of the building
for the general benefit of tenants and other persons lawfully using the
building. The Tenant shall abide by these rules and regulations in force
from time to time. The Landlord shall notify the Tenant of the rules and
regulations and of any amendments from time to time provided always that
such rules and regulations may not detract from or vary the rights of the
Tenant in terms of this Lease.
32 LANDLORD'S RIGHT TO ADD TO BUILDINGS
32.1 The Landlord shall be entitled to at all times during the lease
period to complete or add to the buildings on the property (other
than the premises) and to effect any repairs, alterations,
improvements and additions (including new buildings whether or not
linked) to the buildings and for such purpose to erect scaffolding,
hoardings and building equipment in, at, near or in front of the
premises and also such devices as may be required by law or which
the Landlord's Architects may certify to be reasonably necessary for
the protection of any person against injury arising out of the
building operations in such manner as may be reasonably necessary
for the purposes of any of the works aforesaid. The Landlord shall
further be entitled to all such rights of access to any portion of
the premises as may be reasonably necessary for the purposes
aforesaid. The Landlord shall further be entitled to lead pipes and
other services through the premises should it be necessary to link
such pipes or other services with any other premise provided that in
doing so the Landlord does not unreasonably interfere with the
Tenant's beneficial occupation of the premises. In exercising its
above rights the Landlord shall use its best endeavours to cause as
little interference as possible with the Tenant's beneficial
occupation of the premises.
32.2 The provisions of clause 32.1 above shall apply irrespectively as to
whether any of the work referred to therein is carried on by the
Landlord or by its servants or agents or by any contractor appointed
by the Landlord.
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32.3 The Tenant shall not be entitled to any remission of rent,
compensation or damages by reason of the exercise by the Landlord of
its rights under this clause. Furthermore the Tenant shall not have
any claims of any nature whatsoever and howsoever arising against
the Landlord or against it's servants or agents, or any contractor
arising out of the exercise by the Landlord of any of its rights
referred to in clause 32 above (nor shall the Tenant have the right
to cancel this Lease).
33 VACATION OF PREMISES
At the expiry of this Lease the Tenant shall on vacating the premises,
forthwith deliver all keys and/or security devices to the Landlord or its
agents.
34 RELOCATION
The Landlord may from time to time at its sole and absolute discretion
relocate the Tenant within the building to premises which in the
reasonable opinion of the Landlord are reasonably comparable to the
premises previously let, in which event the Landlord shall pay to the
Tenant all reasonable costs connected with the relocation.
35 DESTRUCTION
35.1 Should the premises and/or the building be destroyed or damaged to
an extent which prevents the Tenant from having beneficial
occupation of the premises, then:
35.1.1 the Tenant shall have no claim of any nature whatever against
the Landlord as a result thereof;
35.1.2 the Landlord shall be entitled within thirty (30) days after
such destruction or damage to advise the Tenant in writing
that it intends to reinstate the building and/or the premises
as the case may be;
35.1.3 should the Landlord not, within the aforesaid period, notify
the Tenant of its intention to reinstate the building and/or
the premises as the case may be, then the Landlord shall be
deemed to have elected to cancel the Lease.
35.2 Should the Landlord elect (or be deemed to have elected) to cancel
the Lease, then the Tenant shall have no claim whatever against the
Landlord as a result of that cancellation.
35.3 Should the Landlord elect to reconstruct the building and/or the
premises as the case may be, then:
35.3.1 the Lease shall not be cancelled and the Landlord shall at
its cost reinstate the building/premises substantially to its
previous state as quickly as is possible in the
circumstances;
35.3.2 the Tenant shall not be liable for any further rent for as
long as it is deprived of beneficial occupation of the
premises;
35.4 Should the building and/or the premises be damaged to a lesser
extent that which prevents the Tenant from having beneficial
occupation of the premises, then:
35.4.1 the Lease shall not be cancelled;
35.4.2 the rental payable by the Tenant shall be reduced pro rata
to the extent (if any) by which the Tenant is deprived of
beneficial occupation of the premises;
35.4.3 the Landlord shall at its own cost repair the building
and/or the premises as the case may be as quickly as possible
in the circumstances;
35.4.4 the Tenant shall have no claim of any nature whatsoever
against the Landlord as a result of the said destruction or
damage howsoever arising.
35.5 Should a dispute arise between the Landlord and the Tenant in
respect of the amount of rental payable by the Tenant in terms of
clause 35.4.2 then the amount of rental to be paid by the Tenant
shall be determined by an independent expert to be appointed by
agreement between the Landlord and the Tenant, and/or failing such
agreement, the expert shall be appointed at the request of either
party by the President for the time being of the South African
Institute of Valuers, or his nominee. The decision of such appointed
expert shall be final and binding on both parties.
36 RE-BUILDING AND/OR RENOVATION
36.1 The Landlord may terminate this lease or any renewal thereof by
giving the Tenant six (6) months written notice to such effect in
all or any of the following circumstances:
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36.1.1 should the Landlord wish to demolish the building or the
premises or any part thereof; or
36.1.2 should the Landlord wish to reconstruct and/or redevelop
and/or renovate the building or the premises or any part
thereof, provided always such reconstruction and/or
redevelopment and/or renovation be of a substantial and/or
major nature.
36.2 The Landlord, shall, however, have the right at any time to commence
the reconstruction and/or redevelopment and/or renovation of the
building, other than the premises, and these operations may proceed
while the Tenant is in occupation of the premises.
36.3 Notwithstanding the implementation of any work as contemplated in
36.2 above, the Tenant shall have no right to object to such work or
to claim any rebate of rental and costs during the period in which
the said work may be in progress nor shall the Tenant have any claim
for damages of whatsoever nature by reason of the earlier
termination of this lease as provided in 36.1 above.
36.4 Expropriation
36.4.1 should the STAND or the BUILDINGS or the LEASED PREMISES or
part thereof be expropriated, this agreement will terminate
with effect from the date of such expropriation and the
Tenant will not be entitled to recover any compensation or
damages from the Landlord by reason of such expropriation.
36.4.2 should any portion of the STAND or of the BUILDINGS or any
part thereof (but excluding the LEASED PREMISES) be
expropriated, this agreement shall not terminate as a result
thereof and the Tenant will not be entitled to recover any
compensation or damages from the Landlord.
37 BREACH
37.1 Should the Tenant:
37.1.1 fail to pay any rental and/or any other amount due by the
Tenant in terms of the Lease on due date;
37.1.2 commit any other breach of any terms of the Lease and
fail to remedy that breach within period of FIVE (5) days
after the receipt of notice to that effect by the Tenant; or
37.1.3 repeatedly breach any of the terms of the Lease in such
manner as to justify the Landlord in holding that the
Tenant's conduct is inconsistent with the intention or
ability of the Tenant to comply with its obligations in terms
of the Lease;
37.1.4 commit an act of insolvency;
then and in any such event, the Landlord shall be entitled, but not
obliged, without prejudice to its rights to damages or to its right
to eject the Tenant from the premises or to any other claim of any
nature whatsoever that the Landlord may have against the Tenant as a
result thereof:
37.1.4.1 to cancel this Lease; or
37.1.4.2 in the case of 37.1.2 to remedy such breach and
immediately recover the total of the fair and
reasonable cost incurred by the Landlord in so doing
from the Tenant.
37.2 Should the Landlord institute action against the Tenant or refer the
matter to it's attorneys for collection pursuant to a breach by the
Tenant of the Lease, then without prejudice to any other rights
which the Landlord may have, the Landlord shall be entitled to
recover from the Tenant all legal costs incurred by it including all
fees, charges, tracing fees and collection commission as the
Landlord is obliged to pay to its attorneys, as between attorney and
own client All amounts payable in terms of this sub-paragraph are
payable by the Tenant to the Landlord within THREE (3) days of
written demand.
37.3 Should the Landlord cancel the Lease and the Tenant dispute the
Landlord's rights to do so and remain in occupation of the premises
pending the determination of that dispute, then:
37.3.1 the Tenant shall continue to pay, on due date all amounts due
by the Tenant in terms of the Lease;
37.3.2 the Landlord shall be entitled to recover and accept those
payments and the acceptance thereof shall not in any manner
whatsoever affect the Landlord's claim to cancellation of the
Lease or of any other nature whatsoever.
37.4 Should a dispute between the Landlord and the Tenant be determined
in favour of the Landlord then the payments made to the Landlord in
terms of 37.3 shall be regarded as damages paid by the Tenant on
account of the loss sustained by the Landlord as a result of the
holding over by the Tenant of the premises. Should the loss
sustained by the Landlord be found to be less than the payments made
to the Landlord in terms of 37.3 then the Landlord will refund to
the Tenant the amount by which the said repayments exceed the
damages within 14 days after such damages have been determined.
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37.5 Without prejudice to all or any of the Landlord's rights granted
hereunder, should the Tenant fail to pay the monthly rental or any
other sum(s) which may become due by the Tenant to the Landlord on
due date, then in any such event, the Tenant shall pay the Landlord
interest on any amount outstanding in terms of this lease at 2% (two
percentum) per month, from due date of payment to the date of actual
payment.
37.6 A certificate signed by a director, company secretary, credit
manager or internal accountant of the Landlord or the Landlord's
agent shall be prima facie proof of the amount of any indebtedness
owing by the Tenant to the Landlord at any time and also the fact
that payment of the whole, or, as the case may be, any portion of
that amount is due and payable to the Landlord.
37.7 In the event of the Landlord's banker levying any charges against
the account of the Landlord arising from nonpayment of a cheque
tendered in payment of rental or any other amount due by the Tenant
in terms of this lease, or should the Tenant's debit order be
rejected, or should any charges be levied by the Landlord's banker
against the account of the Landlord for any other reason whatsoever
relating to the Tenant's conduct, then the said charges shall be for
the account of the Tenant and debited to the Tenant's rental
account. In addition to the above, the Tenant shall be liable to the
Landlord for a R50.00 administration fee in respect of each and
every non-payment of a cheque and/or debit order, which fee will be
debited to the Tenant's rental account.
37.8 In the event that the Tenant fails to provide the documentation
and/or annexures required in terms of the Lease timeously, or fails
to keep same valid and of full force and effect, and or fails to
sign the Lease timeously, then in any such event, (hereafter
referred to as "an omission") the Landlord shall, without prejudice
to any of its rights in terms of this Lease, be entitled to charge
the Tenant a penalty of FIVE HUNDRED RAND (R500.00) per month for
each omission until such time as the omission is rectified by the
Tenant.
38 JURISDICTION
The interpretation and enforcement of this lease shall at all times be
governed by South African law. The Tenant consents that the Landlord may,
at its option, institute any legal proceedings arising out of this
agreement in the Magistrates Court in which jurisdiction the premises are
located, alternatively in the Magistrate's Court having jurisdiction over
the Tenant or surety's person, notwithstanding that the subject matter or
amount of the claim or cause of action would otherwise be beyond the
jurisdiction of the Magistrate's Court.
39 NOTICE AND DOMICILIA
39.1 The parties hereby choose domicilia citandi et executandi for all
purposes under the Lease at their respective addresses set forth in
Section 10 and Section 11 of the Schedule.
39.2 Any notice to any party shall be addressed to it at its domicilium
aforesaid and either sent by pre-paid registered post or delivered
by hand. In the case of any notice:
39.2.1 sent by pre-paid registered post, it shall be deemed to have
been received, unless the contrary is proved, on the third
business day after posting;
39.2.2 delivered by hand, it shall be deemed to have been received
unless the contrary is proved, on the date of delivery,
provided such date is a business day or otherwise on the next
following business day.
39.3 Any party shall be entitled, by notice in writing to the other, to
change its domicilium to any other address within the Republic of
South Africa, provided that the change shall only become effective
fourteen (14) days after delivery of the notice in question.
39.4 For the purposes hereof 'business day' means any day other than a
Saturday, Sunday or Public Holiday.
39.5 Any domicilium citandi et executandi address chosen by any party in
terms of this agreement must be a physical address and not a post
office box or poste restante. In the event that the Tenant fails to
choose a physical address, or any address, as its domicilium citandi
et executandi, the address of the premises will be deemed to be the
Tenant's domicilium citandi et executandi.
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40 SECTIONAL TITLE, SALE OF PREMISES OR CHANGE OF NAME
Nothing contained in this lease shall prevent the Landlord from:
40.1 opening a sectional title register in respect of the property, or
from selling sectional title units forming part of the property,
provided that this does not interfere in the use by the Tenant of
the leased premises; the Tenant hereby consents, insofar as its
consent may be necessary, to the opening of a sectional title
register and the selling of sectional title units as aforesaid, and
undertakes to sign all documents which may be necessary in this
respect.
40.2 disposing of the property or any part thereof.
40.3 In the event of the Landlord disposing of or selling the property of
which the leased premises form a part, prior to the expiration of
this lease, such disposal or sale shall not affect this lease nor
shall it entitle the Tenant to resile from or cancel this lease.
40.4 The Landlord shall be entitled at any time during the currency of
this lease and in its sole and absolute discretion to change the
name of the building in which the premises is situated;
40.5 The sale or other alienation howsoever arising by the Landlord of
the premises or any part thereof prior to the termination date shall
not affect the lease, nor shall it entitle the Tenant to resile from
the lease or to cancel the lease nor shall the Tenant be entitled to
claim damages from the Landlord as a result of the aforesaid sale or
change of name.
41 NUISANCE
The Tenant shall not do or cause or permit to be done in or about the
premises anything, which may be or cause a nuisance or disturbance to
other occupants of the building of neighbouring premises.
42 CONDITIONS OF USE OF PARKING AREAS
42.1 The Tenant shall not be entitled to any exclusive parking bays in
the parking area and undertakes to accept the parking bays allocated
to it by the Landlord from time to time. The Tenant will pay for the
cost of any signage required in respect of such allocated bays.
42.2 The Tenant shall only be entitled to use the parking area for the
purpose of parking motor cars.
42.3 The Tenant shall not do nor suffer to be done anything which may
constitute a nuisance or which may disturb the beneficial use of any
other user of the parking area.
42.4 The Tenant shall not permit any motor car, which is parked in the
parking area to be washed, refuelled, oiled or repaired in the
parking area.
42.5 The Tenant and/or agents or invitees enters, uses and leaves the
parking area entirely at his own risk;
42.6 The Tenant shall have no claim of whatsoever nature against the
Landlord or any of its agents for any loss or damage arising
directly or indirectly from the use of the parking area and
including but without being limited to:
42.6.1 loss or damage suffered as a result of the theft, loss
destruction of damage of motor vehicles or any pan or
accessory thereof or any articles left therein;
42.6.2 loss or damage resulting from personal injury sustained by
the Tenant.
for the purposes of this clause 42.6, loss or damage shall include
direct use of the Tenant, its servants, agents or invitees of the
parking area.
42.7 The Tenant indemnifies the landlord, its servants or agents against:
42.7.1 loss or damage resulting from any claim, demand or action of
whatsoever nature which may be brought or made by any person
against any one of them;
42.7.2 all costs of any nature whatsoever (including any attorney
and own client costs) incurred by any one of them;
arising from the direct or indirect use of the Tenant, its servants,
agents or invitees of the parking area.
For the purposes of this clause 42.7, loss or damage shall include
direct of indirect special or consequential damage or any loss of
profits of any nature whatever.
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42.8 The Tenant may only park vehicles, which are in running order and
are in use. No broken-down or partially dismantled vehicles may be
parked in the parking areas.
42.9 The Tenant shall not park nor permit the parking of any motor car
not owned by the Tenant in the parking area unless:
42.9.1 the user of that car is an employee of the Tenant;
42.9.2 the Tenant furnishes to the Landlord a written
acknowledgement by that user that he or she is bound by the
provisions of the Lease insofar as they relate to him or her.
42.10 The Tenant shall not sub-let the designated parking area nor (save
as provided for in clause 42.9) permit anyone else to occupy the
same, nor cede or assign any of its rights or obligations under the
parking provisions of this Lease.
42.11 The Landlord shall:
42.11.1 have the right from time to time to establish, modify and
enforce reasonable rules and regulations with respect to all
common area, facilities and parking areas mentioned in this
Lease.
42.11.2 have the right to construct, maintain and operate lighting
facilities on all the said parking areas and improvements,
to police the same and take security measures in regard
thereto, from time to time to change any parking area, level
location and arrangements of parking areas and other
facilities herein referred to, to restrict parking areas, to
close temporarily any portion of the parking areas or
facilities, to discourage non-Tenant parking, and to do and
perform such other acts in and to the said areas and
improvements as the Landlord considers will operate and
maintain the common facilities referred to above for the
benefit of all Tenants.
43 COMPANY OR CLOSE CORPORATION TO BE FORMED
If this lease is entered into by a person/s acting as Agent/s or trustee/s
on behalf of a company or close Corporation or trust not yet formed then:
43.1 The agent or trustee in his personal capacity hereby jointly and
severally warrant/s to the Landlord that the company or close
corporation or trust about to be formed will, within sixty (60) days
from the date of signature of the lease by such agent or trustee;
43.1.1 be duly formed and/or incorporated; and
43.1.2 duly adopt, ratify and conform without modification this
agreement lawfully binding; and
43.1.3 take all other steps necessary to render this agreement
lawfully binding on it; and
43.1.4 deliver to the Landlord a true copy of its memorandum and
articles of association, or association agreement or trust
deed as the case may be together with a true copy of the
resolution referred to in 43.1.2 duly certified by the
chairman of the meeting.
43.2 The agent or trustee binds himself irrevocably to the Landlord that,
failing compliance with the provisions of 43.1 hereof, he shall
personally be bound by all the obligations and entitled to all the
rights of the Tenant in terms and arising out of this agreement of
lease jointly and severally if there be more than one trustee.
43.3 In the event of proper compliance with the provisions of 43.1
hereof, the trustee or agent binds himself irrevocably to sign a
deed of suretyship as required in terms of clause 7 above,
guaranteeing performance by the Tenant of it's obligations to the
Landlord in terms of the Lease.
43.4 In the event of non-compliance for the provision of 43.1 hereof, the
trustee or agent will be personally bound by all obligations and be
entitled to all the rights of the Tenant in terms of the lease.
43.5 In the event that there is more than one trustee or agent, the
obligations and rights of such trustees or agents in terms of this
clause 43 will be joint and several.
44 HOLDING OVER
44.1 If the Tenant should after expiration or earlier termination of this
Lease, remain in occupation of the Leased premises, then:
44.1.1 the monthly rental payable by the Tenant shall immediately
and without notice increase by 12% (twelve percent) from the
date of expiration or termination, as the case may be;
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44.1.2 the operating costs payable by the Tenant shall immediately
and without notice increase by 14% (fourteen percent) from
the date of expiration or termination, as the case may be;
44.1.3 the other terms and conditions of this Lease shall mutatis
mutandis remain applicable to the Tenant, save that the
Lease shall be deemed to have been entered into for a month
at a time only;
44.1.4 the Tenant shall continue to pay the increased rental and
all other amounts due to the Landlord in terms of this lease
on due date;
44.1.5 the Landlord shall be entitled to recover and accept the
payments referred to in 44.1.1 and 44.1.2;
44.1.6 the recovery and acceptance by the Landlord of the payments,
referred to in 44.1.3, shall be without prejudice to and
shall not in any manner affect the Landlord's rights.
44.2 Payments made to the Landlord in terms of clause 44.1 above shall be
regarded as amounts paid by the Tenant on account of loss and/or
damage sustained by the Landlord as a result of the holding over by
the Tenant of the premises.
44.3 Unless otherwise stated by the Landlord or its agents, acceptance of
any rental or payment shall in no way whatever prejudice or operate
as a waiver, rescission or abandonment of any termination or right
of termination.
45 LANDLORDS HYPOTHEC
45.1 While this lease is in force, all furniture, fittings and fixtures,
equipment, stock and movables brought onto the premises, whether the
property of the Tenant or not, shall be subject to the Landlord's
hypothec and shall serve as partial or full security for the proper
compliance by the Tenant with all its obligations in terms of this
lease.
45.2 The Tenant undertakes that it:
45.2.1 shall have no Notarial Bond hypothecating any movable
property that he intends bringing to the leased premises.
45.2.2 shall obtain the Landlord's written permission before
encumbering any of the movable property on the leased
premises which have previously not been encumbered or which
belong to third parties consequent upon a lease or instalment
sale agreement.
45.2.3 will not dispose of or remove the movable property referred
to in this clause from the premises except in the ordinary
course of business.
46 ALIENS
In the event of the Tenant being an alien as defined in the Alien's Act,
he warrants that he is in possession of a permit issued in terms of the
said Act, which qualifies him to lease the premises. A certified copy of
such permit will be supplied by the Tenant to the Landlord prior to the
conclusion of this lease.
47 GENERAL
47.1 No variation of the lease shall be of force or effect unless it is
in writing and is signed by both the Landlord and the Tenant.
47.2 This lease contains all the terms and conditions of the agreement
between the Landlord and the Tenant. The parties acknowledge that
there are no understandings, representations or terms between the
Landlord and the Tenant in regard to the letting of the premises
other than those set out herein.
47.3 No act of relaxation on the part of the Landlord in regard to the
carrying out of any of the Tenant's obligations in terms of this
lease shall prejudice or be deemed to be a waiver of any of the
Landlord's rights in terms hereof.
47.4 If any amount(s) which the Tenant is obliged to pay the Landlord
over and above the rental provided for in this Lease represents a
recovery by the Landlord of certain monies paid or payable by it to
the supplier of the service or item in respect of which payment is
due to the Landlord by the Tenant in terms of this Lease which in
terms of any law presently in force or hereafter in force may only
be recovered by the supplier of such service or item and not by the
Landlord then all monies covered by this clause shall be regarded as
additional and/or increased rental and shall be treated as such by
the Landlord at its discretion as and when the occasion may require
it to ensure that the Landlord remains lawfully entitled to obtain
payment from the Tenant of all monies which the Tenant has
undertaken to pay the Landlord under and in terms of this Lease.
47.5 The Tenant undertakes that it shall not install any window covering
on the windows of the LEASES PREMISES except of a type and colour
approved by the Landlord (which approval shall not be unreasonably
withheld) and the cost thereof shall be borne by the Tenant.
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47.6 The Tenant undertakes that it shall (in the event that the PERMITTED
USE includes trading purposes) ensure that the shopfronts (if any)
of the LEASED PREMISES are illuminated until 23H00 on every evening
during the currency of this lease and that the LEASED PREMISES are
kept open for business during all lawful trading hours (including
extended trading hours granted on the application of the Landlord)
on all days (save days during which the Tenant is not lawfully
entitled to keep such premises open).
47.7 The Tenant undertakes that it will not permit any person to sleep in
the LEASES PREMISES and will not permit any animals to be kept in
the LEASED PREMISES.
47.8 The Tenant undertakes that it will not use any lifts or escalators
in the BUILDINGS for any purpose for which they are not intended to
be used (as determined by the Landlord) which could cause any damage
or potential damage to such lifts or escalators.
47.9 The Tenant undertakes that it will not use any entrances or
facilities in the BUILDINGS for any purpose for which they are not
intended to be used (as determined by the Landlord).
47.10 The Tenant undertakes that it will not leave any goods, equipment,
boxes, furniture, packing cases or other items in the COMMON AREAS
without the prior written consent of the Landlord.
47.11 The Tenant undertakes that it will participate in any evacuation
drill or any other activity regarding the evacuation of the PROPERTY
in case of any emergency and attend any meeting relating to
emergency procedures for the PROPERTY.
48 COSTS
The costs of and incidental to the negotiation and preparation of this
agreement, together with all stamp duty payable thereon or in connection
with any renewal or extension thereof shall be borne by the Tenant and
paid upon demand.
49 RENTAL DEBIT AUTHORISATION
49.1 The Tenant shall, within seven (7) days of the commencement or
occupation date of the lease, whichever occurs first, complete and
lodge with the Landlord a Rental Debit Authorisation in the form of
Annexure "F" hereto, duly signed by the Tenant or its duly
authorised representative.
49.2 The Tenant shall furthermore furnish the Landlord with an updated
Rental Debit Authorisation in substantially the same form as and
when required as a result of increases from time to time in the
monthly rental and/or other amounts due by the Tenant to the
Landlord in terms of this lease.
50 VALUE ADDED TAX (VAT)
The Tenant agrees to pay all VAT in terms of the VAT Act (No. 89 of 1991)
(as amended from time to time) or other taxes leviable from time to time
in law, in respect of and together with any amounts payable by the Tenant
in terms of this Agreement of Lease.
Should the rate at which VAT is leviable alter during the subsistence of
this Lease or any renewal thereof, such alteration shall be applied to the
basic rental, operating costs and any other relevant charge.
INITIAL HERE
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THUS DONE AND SIGNED AT ON THIS THE
DAY OF 19
For and on behalf of
COLOUR XXXXX.XXX SOUTH AFRICA
AS WITNESSES:
1. /s/ R W H Xxxxxxx /s/ Xxxxx X. Xxxxxxx Xx.
-------------------------------- ------------------------------
duly authorised hereto
R W H Xxxxxxx
--------------------------------
Full Name and Identity Number
Xxxxx X. Xxxxxxx C.E.O.
------------------------------
Full Name and Designation of
Authorised Signatory
2. /s/ L. VAN DER MESCHT
--------------------------------
------------------------------
Identity Number of
Authorised Signatory
L. VAN DER MESCHT
--------------------------------
Full Name and Identity Number
THUS DONE AND SIGNED AT ON THIS THE
DAY OF 19
For and on behalf of
NORWICH LIFE SOUTH AFRICA LIMITED
AS WITNESSES:
1.
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duly authorised hereto
--------------------------------
Full Name and Identity Number
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Full Name and Designation of
Authorised Signatory
2.
--------------------------------
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Identity Number of
Authorised Signatory
--------------------------------
Full Name and Identity Number
Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
ANNEXURE "B"
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DRAFT IRREVOCABLE BANK GUARANTEE
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The Manager
Fedsure Properties (Pty) Ltd.
P O Box 23783
CLAREMONT
7700
Dear Sir
AGREEMENT OF LEASE ("THE LEASE") ENTERED INTO BETWEEN NORWICH LIFE SOUTH AFRICA
LIMITED (the creditor") and COLOUR XXXXX.XXX SOUTH AFRICA ("the debtor")
Letter of Guarantee No. ..............
We the undersigned, .............. and ............... representing
................. Reg No. .............. (hereinafter referred to as the "Bank")
in our capacities as .............. and ............... respectively and duly
authorised thereto, do hereby bind the said Bank as surety and co-principal
debtors in solidium to NORWICH LIFE SOUTH AFRICA LIMITED (the creditor) for the
due fulfilment by COLOUR XXXXX.XXX SOUTH AFRICA (the debtor) for the due and
proper fulfilment of all the obligations of, and for the punctual payment of all
sums which are now and may hereafter become due by the debtor to the creditor
howsoever arising in terms of the lease entered into (or about to be entered
into) by the creditor and the debtor in respect of the premises situated at 0xx
Xxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx. I/We agree that the guarantee
shall cover any failure by the debtor to fulfil the terms of the Lease,
including non-fulfillment of the terms of the Lease as a result of the
insolvency or sequestration of the debtor.
This guarantee shall not bind the Bank to do anything other than to effect the
payment of money and shall be limited to a maximum of R29 730,69 (Twenty Nine
Thousand Seven Hundred and Thirty Rand and Sixty Nine Cents Only).
This guarantee shall be a continuing covering security. We renounce on behalf of
the Bank the benefits of the legal exceptions of excussion and division and
agree that the Bank's liability hereunder shall not be reduced or in anyway
affected by the release by the debtor or by the creditor in respect of any or
all of the debtor's obligations to the creditor in terms of the lease, or any
concessions, variations, compromises, extensions of time or any other
arrangements made by the creditor with the debtor.
The Bank's liability under this Guarantee will expire on the 31st December 2002
(being three months after lease expiry date).
Notwithstanding anything to the contrary herein contained our obligation shall
be construed as principal and not as accessory to that of the principal debtor
and shall not be delayed or discharged by the fact that a dispute exists between
the debtor and the creditor.
SIGNED AT CAPE TOWN THIS 1ST DAY OF NOVEMBER 1999
For and on behalf of COLOUR XXXXX.XXX SOUTH AFRICA
As witnesses: /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
---------------------- ------------------------
Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
ANNEXURE "C"
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CERTIFIED COPY OF A RESOLUTION OF DIRECTORS
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OF : COLOUR XXXXX.XXX SOUTH AFRICA
PASSED IN :
------------------------------
ON :
------------------------------
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IT WAS RESOLVED THAT
----------------------------------------
(FULL NAME AND IDENTITY NUMBER)
a member of the Close Corporation be and is hereby authorised to enter into and
sign a lease binding the Close Corporation (as Tenant) to NORWICH LIFE SOUTH
AFRICA LIMITED (as Landlord) in respect of premises upon such terms and
conditions as set out in the Agreement laid before the meeting and approved.
THE AFOREGOING IS CERTIFIED TO BE A TRUE COPY.
/s/ Xxxxx X. Xxxxxxx Xx.
---------------------- -----------------------------
MEMBER PRINT FULL NAME AND DESIGNATION
As witnesses:
1. /s/ RWH Xxxxxxx 2. /s/ L. VAN DER MESCHT
-------------------------------- ----------------------------
RWH Xxxxxxx L. VAN DER MESCHT
-------------------------------- ----------------------------
PRINT FULL NAME OF WITNESS PRINT FULL NAME OF WITNESS
INITIAL HERE
[ILLEGIBLE]
Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
ANNEXURE "F"
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RENTAL DEBIT AUTHORIZATION
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I/We, the undersigned,
NAME/COMPANY NAME : Colour Xxxxx.Xxx South Africa
BUILDING CODE AND TENANT NUMBER : CST001-HO6320
ADDRESS : 0xx Xxxxx, Xxxxxxxx Xxxxxxxx,
Xxxxx Xxxxxx, Xxxxxxxxx
hereby authorise FEDSURE PROPERTIES (PTY) LTD (the "Creditor") and STANDARD
BANK, on the Creditor's behalf, to debit my/our banking account at
NAME OF ACCOUNT : Colour Xxxxx.Xxx South Africa
NAME OF BANK : Standard Bank of X.X.
XXXXXX OF BANK : Claremont
BANK CLEARING CODE : 025109
CHEQUE / CURRENT : 00000000
ACCOUNT NUMBER
from time to time, at my/our cost, and to credit the Creditor's account at
Standard Bank.
This authority is subject to a monthly limit of R10 200,00 (Ten Thousand Two
Hundred Rand Only)
First payment to be effected on : DAY 01 MONTH 10 YEAR 1999 and on the
first day of each successive month thereafter.
I/We hereby authorise the creditor and Standard Bank to increase the amount of
this debit order to an amount in excess of the monthly limit referred to above
so as to take into account annual increase in the total monthly rental payable
from time to time by me/us in terms of the lease to the creditor.
I/We acknowledge that Standard Bank acts merely as the Creditor's collecting
banker and accordingly, all disputes regarding the amount or validity of any
debit or any other issue in connection with any transaction shall be a matter
between the Creditor and me/ourselves. Insofar as it may be necessary to do so,
I/we hereby waive any and all claims which I/we may have against Standard Bank.
I/We understand and undertake that the Creditor will receive all amounts without
prejudice to its rights. I/We confirm that the debt order authorisation has been
signed in terms of the mandates here by my/our bank.
I/We hereby acknowledge that the Rental Debit Authorisation is an integral part
of the Lease Agreement and accept that the Rental Debit Authorisation may not be
cancelled during the lease period unless replaced with an amended Rental Debit
Authorisation to the satisfaction of the Landlord.
Signed at ................. on the ........... day of .................. 19.....
----------------------------- -----------------------------
(Signature) duly authorised (Full Name)
in terms of attached
Resolution
WITNESS:
1. 2.
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INITIAL HERE
[ILLEGIBLE]
Fedsure Properties (Pty) Ltd.
Revised Version - 25 June 1999
ANNEXURE "D"
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OPTION TO RENEW
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RENEWAL OF LEASE
The Tenant shall have the right upon giving the Landlord not less than six (6)
calendar month's written notice prior to the lease expiry date to renew this
lease for a further period as stated in Section 4.4 of the Schedule commencing
immediately after the lease expiry date on the Landlord's then prevailing
standard terms and conditions of lease save that the rental payable during such
renewal period is to be agreed upon in writing by the Landlord and the Tenant,
which rental shall be market related, no later than three (3) months prior to
the expiry date this Lease shall terminate on the lease expiry date. Should the
Landlord and the Tenant be unable to reach agreement in writing on the market
rental for the renewal period at least three (3) months prior to the expiry
date, the lease shall terminate on the lease expiry date.
INITIAL HERE
[ILLEGIBLE]
