General Terms And Conditions
executed pursuant to Act. no. 116/1990 Coll. on Lease and Sublease of Non-residential Premises, as amended (hereinafter the „Act“)
with its registered office at …
ID no.: …
VAT ID no.: ...
(hereinafter as „Landlord“)
with its registered office at ...
reg.: Comm. register adm. by District Court ..., sec. ..., ins. no. ...
ID no.: ...
VAT ID no.: ...
(hereinafter as "Tenant")
Art. 1 Definitions
In this Lease Agreement, the following terms used herein have the following meanings:
- 1.1 Centre - means ..., bounded on the plan in Annex 1/ of this lease agreement, and buildings that are currently on the land or which may be continuously built on the land, including common areas and any subsequent additions or extensions of such buildings
- 1.2 Lease Agreement - means this lease agreement including its Annexes executed by and between …, a.s. as The Landlord and by .... as the Tenant
- 1.3 Landlord - means company of .... or any its legal successor
- 1.4 Tenant - means company of ... or any its legal successor
- 1.5 Commencement Date - means date of commencement of Lease Term as specified in Art. 7 hereof
- 1.6 Lease Term - means the term of this Lease Agreement as further specified in Art. 7 hereof
- 1.7 Internal Bylaws - rules and regulations associated with the … issued by the Landlord, as more particularly set out in Annex 2/ of this Lease Agreement, which can be continuously changed by the Landlord on condition that such change will be notified in advance in writing to the Tenant
- 1.8 Rent - payments of the Tenant under Art. 8 and Art. 9
- 1.9 Base Rent - in accordance with point 8.2 increased product of monthly rent per 1 m2 Premises agreed in point 8.1.1 and the area of the Premises
- 1.10 Turnover Year - means current accounting period of the Tenant
- 1.11 Opening Hours - mean seven (7) days a week between 09:00 and 21:00 hrs. Monday to Sunday, subject to ongoing changes made in accordance with the Internal Bylaws
- 1.12 Premises - mean non-residential retail premises with unit no. ..., which form part of the …, with an area of ... square meters as they are delineated in the plan in Annex 3/ of this Lease Agreement (area of premises is determined from the builtup area and the deviations of up to 0.5 meters square are ignored)
- 1.13 Service Year - each calendar year, while the first service year is period between Commencement date and the end of the calendar year
- 1.14 Services - fulfillments associated with the use of the Premises specified in Art. 11
- 1.15 Centre Management Costs - costs of the Landlord for Services
- 1.16 Service Charge - payment of the Tenant for Services under Art. 12
- 1.17 Self-measurable Services - fulfillments associated with the use of the Premises specified in Art. 13
- 1.18 Service Media - means all collectors, connections, pipes, drains, culverts, exhaustion pipes, networks, ducts, conductors, cables, lines, conduits and any other conducting media
- 1.19 Common Premises - all those premises in the … that are not specifically leased or are available for lease, and those premises that are to be jointly used concurrently by visitors of the …, including the following:
- access roads, lobbies, areas designated for movement, stairways, escalators, malls, arcades, passageways, pedestrian walkways, rest and exhibition areas;
- fire escape routes and staircases;
- sanitary facilities;
- all parking areas, service areas and service corridors;
- all lawns and grassy areas;
- 1.20 Determined Percentage - means ... % (... percent)
Art. 2 Lease
- 2.1 The Landlord is the sole owner of the ….
- 2.2 The Landlord hereby leases the Premises to the Tenant under the terms of this agreement.
- 2.3 The Tenant is obliged to pay rent to the Landlord.
Art. 3 Subject of the Lease
- 3.1 The subject of this Lease agreements are premises as defined above.
- 3.2 The Tenant declares that he is acquainted with condition of the Premises that they are in proper condition for agreed use and in this state he assume them in the lease.
Art. 4 Structural Modifications
- 4.1 Structural Modifications are such modifications of the Premises, which:
- 4.1.1 will be the result of works, regardless of whether planning permission or notification according to the laws is needed to implement them, or can be done without such acts
- 4.1.2 are technically impossible to separate from the Premises without deterioration nor their use for alternate purpose
- 4.2 Structural modifications are also considered as separate objects or equipment for which is fulfilled the condition under point 4.1.2.
- 4.3 The Landlord shall have no liability for any lack of preparation, implementation and use of Structural Modifications with the law or for their conflict with the rights of third parties.
- 4.4 Structural Modifications are part of the buildings owned by the Landlord.
- 4.5 The Tenant shal perform no later than on Commencement Date the structural modifications of the Premises, which are listed in Annex 4/ (hereinafter "Structural Modifications"). By that date the Tenant is not obliged to perform duties related to his commercial activities in the Premises under this Agreement. The Tenant is obliged to abstain from implementing other modifications of premises without the prior written consent of the Landlord.
- 4.6 The Tenant is obliged to submit to the Landlord for approval at least 15 days prior to their use for the purpose for which they are intended:
- 4.6.1 documentation necessary for the implementation of structural modifications in the level of documentation for building office announcement, application for planning decision and final building approval, if required, and implementation documentation, if not required, or deviating from them
- 4.6.2 all applications for permits or change of permits in order to implement and use Structural Modifications (especially aplications for building permits, change of building before completion, occupancy authorization, changes in the use of the building, which is not associated with a change of building), including such operations, by which the proceedings of such acts would be changed
- 4.7 The Tenant is entitled to use the documentation specified in point 4.6 only with the prior written approval of the Landlord.
- 4.8 The Tenant is entitled and obliged to take all legal actions necessary to permit the implementation of Structural Modifications, the implementation of Structural Modifications and occupation of the Premises with Structural Modifications on his own behalf and for his own account. The Landlord is not obliged to pay to the Tenant any costs incurred under this provision, neither during nor after the termination of this agreement.
- 4.9 The Parties agreed that by performing Structural Modifications the Tenant is obliged to perform them:
- 4.9.1 from when they can be performed in accordance with applicable law (valid building permit; or notification to the building authority, if sufficient), otherwise from the date of conclusion of this agreement
- 4.9.2 in his own name, at its own expense, risk and responsibility
- 4.9.3 only at the time from 21:00 to 08:00
- 4.10 If required, the Tenant is obliged to ensure final building approval on Structural Modifications no later than the last day of the period for performing Structural Modifications under point 4.5. If it becomes clear that the Tenant will fail to comply with this obligation, the Landlord is entitled to withdraw from this Agreement.
- 4.11 The Landlord agrees with the expenses of the Tenant for the implementation of Structural Modifications within the scope of actually and efficiently incurred costs of building materials and HSV (gross building production) and PSV (auxiliary building production) works without VAT (hereinafter "Construction Expenses"). The Tenant is entitled to apply Construction Expenses to the tax costs. The Landlord shall not increase the input price of the leased asset by the Construction Expenses.
- 4.12 The Tenant is obliged to notify to the Landlord the costs incurred under point 4.8 no later than 45 days from the date of effectivity of final building approval for Structural Modifications, if required, otherwise within 45 days form the Commencement Date. The Tenant is obliged to prove these costs to the Landlord at his request.
- 4.13 If after the termination of this agreement Structural Modifications will remain the part of the building of the Landlord, the Landlord shall compensate to the Tenant Construction Expenses notified by the Tenant to the Landlord under point 4.12, after deducting depreciation of Structural Modifications, which incurred in the meantime due to their use, for which depreciation is considered as the amount of amortization for Construction Expenses to the costs of the Tenant by using linear amortization.
- 4.14 If the Tenant fails to notify or to prove Construction Expenses under point 4.12 it shall be applied, that he waived the right for their compensation under point 4.13 after the termination of this agreement.
- 4.15 The Tenant is obliged to abstain from setting up his own equipment intended for connection in order to receive any of the media to the Premises. Connections to receiving media are always owned by the Landlord.
- 4.16 The Tenant shall carry out necessary maintenance and repairs of Structural Modifications at his own costs, which is entitled to apply to tax expenses and fulfill all legal obligations associated with their use.
- 4.17 In case of breach of the obligations of the Tenant under this Article, the Landlord is entitled to terminate this agreement.
Art. 5 Landlord’s Equipment
- 5.1 The Landlord shall make available the Premises including the Landlord´s equipment as defined in the Annex 4/ to the Tenant (hereinafter referred as “Landlord´s equipment”).
- 5.2 The Landlord bears no responsibility for the usage of the Landlord´s equipment contrary to law by the Tenant.
- 5.3 The Tenant shall:
- 5.3.1 use the Landlord´s equipment exclusively for its intended purpose
- 5.3.2 keep the Landlord´s equipment in the state for proper usage and for its purpose so as not to devalue it, except for reasonable wear and tear
- 5.3.3 Replace the Landlord´s equipment on the Tenant´s own expenses in case of its loss or complete damage
Art. 6 Purpose of the Lease
- 6.1 The Landlord desires to lease the Premises to the Landlord for the purpose of ... (hereinafter as „Commercial Activities“).
- 6.2 The Tenant shall run the Commercial activities in the Premises from the Commencement Date and during the Lease Term; otherwise the Landlord is entitled to terminate this Agreement.
- 6.3 The Tenant shall refrain from change of the Purpose of the Lease without prior written consent of the Landlord; otherwise the Landlord is entitled to terminate this Agreement.
- 6.4 The Landlord bears no responsibility for the usage of the Premises contrary to law by the Tenant.
- 6.5 The failure to run Commercial activities in the Premises by the reason on the part of the Tenant shall not give rise to the non-payment of the Rent, Service Charge or Self-measurable Services.
Art. 7 Lease Term
- 7.1 Lease Agreement comes into force and effect on the date of its signing by the Parties and is concluded for the period from ... ("Commencement Date"). The Lease lasts for a specified period from the Commencement Date to ... ("Lease Term").
- 7.2 The Tenant has the right to extend the lease on a further five years on condition that:
- 7.2.1 The Tenant did not breach Lease Agreement for the duration of the Lease Term so that the Landlord was entitled to withdraw, and
- 7.2.2 The Landlord does not require to take the premises for the purpose of reconfiguration in accordance with point 7.4;
- 7.3 The Tenant exercises its right to extend the lease by written notice delivered to the Landlord by registered mail not more than twelve (12) and at least nine (9) full calendar months prior to the expiry of the Lease Term, otherwise this right shall lapse. Terms of Lease Agreement extension shall be the same as those set out in this Lease Agreement except further right of extension and the amount of rent, which will subject of negotiation immediately after the receipt of the notification from the Tenant.
- 7.4 For the purpose of expansion or change the layout of the ... Landlord may require significant changes of size, shape, division, location or deployment … leasable area ("Reconfiguration Works"). The Landlord is therefore entitled to terminate this Lease Agreement for the performance of Reconfiguration Works any time after fifteen months of the Lease Term with the notice period of three months commencing on the first day of the month following the month in which the notice was received by the Tenant.
- 7.5 As soon as possible after receipt of notice for Reconfiguration Works by the Tenant, the Landlord and the Tenant shall enter into negotiations to relocate the Tenant to spare premises in … under the same conditions as those agreed in the Lease Agreement, except for the amount of Base Rent, Turnover Rent a Lease Term, which will be negotiated between the Parties.
- 7.6 In the event that the parties agree on all the terms of the transfer under point 7.5 prior to the expiry of the notice period in accordance with point 7.4, then the Parties enter into a new lease agreement regarding spare premises, which will take effect immediately upon the termination of this Lease Agreement.
- 7.7 If lease agreement for spare premises under point 7.6 shall not be closed, point 22.3 shall apply mutatis mutandis, but the Tenant is not required to be remove Structural Modifications from the Premises and is entitled to reimbursement of Construction Expenses under point 4.13.
Art. 8 Base Rent
- 8.1 Base Rent is agreed:
- 8.1.1 since Commencement Date in amount of ... EUR without VAT per 1 m² of Premises monthly; Base Rent for the Premises per annum together is ... EUR.
- 8.2 Base Rent in accordance with point 8.1.1 for the current year increases by inflation for the previous year according to the value of the Harmonized Index of Consumer Prices valid for the euro area (HICP - all items - annual average inflation rate) published by Eurostat, or by the value of another entry about same information published by competent authorities of the European Communities ("the Index"). Base Rent in any way in response to changes of the Index falls below the amount of the Base Rent paid in the previous calendar year.
- 8.3 Base Rent increases by the Index since the first day of the period following the period for which the Index was declared. The Tenant shall pay the difference between increased and Base Rent invoiced in amount without any increase by the Index to the notice of increase in the Base Rent by the Index to the Tenant, based on an invoice within 14 days from the date of issue. After the announcement of the increase of the base rent index Tenant shall pay Base Rent in the increased amount.
- 8.4 Tenant shall pay Base Rent per month to 25th day of the calendar month for this month to the bank account referred in the last invoice, which he took over from the Landlord under this Agreement. That day is by the Parties agreed as the date of tax chargeability for the purposes of VAT.
- 8.5 If Commencement Date is not the first day of the calendar month, the Tenant shall pay Base Rent in accordance with point 8.1.1 since the Commencement Date to the end of the calendar month based on the invoice within 14 days from the date of issue.
- 8.6 The Landlord is obliged to issue a proper invoice to the Tenant for payment of Base Rent under point 8.4 in beginning of the calendar month.
- 8.7 If the Tenant proves written notice that the Landlord fails to deliver an invoice for the payment of the Base Rent under point 8.4, the Landlord shall send to the Tenant an invoice for payment of the Base Rent before due date repeatedly or issue and send to the Tenant an invoice for payment of the Base Rent additionally after its payment.
- 8.8 The Parties agreed that the Tenant shall pay Base Rent with VAT.
- 8.9 Interest on late payment is agreed in amount of 0,05% of the due amount for each day of delay.
Art. 9 Turnover Rent
- 9.1 Turnover rent is the positive difference between the Determined Percentage of the turnover of the Tenant in shop under the applicable period and the Base Rent for the applicable period.
- 9.2 Turnover means:
- 9.2.1 the tax base for VAT purposes, if the Tenant is or will be subject to VAT
- 9.2.2 total revenues from sales of own products and services or the total income of the trade, if the Tenant is not or will not be subject to VAT
- 9.3 Shop means Tenant’s business establishment in Premises.
- 9.4 Applicable period means:
- 9.4.1 Tenant’s tax period for VAT purposes, if the Tenant is or will be subject to VAT
- 9.4.2 Turnover Year, if the Tenant is not or will not be subject to VAT
- 9.5 If the Tenant creates turnover in the shop through cash registers, he shall use for all transactions concluded with customers only electronic cash registers registered for operation by competent Tax office and ensure that all information recorded by such cash registers have been included in the records in accordance with point 9.8.
- 9.6 The Tenant shall notify to the Landlord number of cash registers registered for operation by competent Tax office in time of conclusion of this Agreement and within 30 days from any change.
- 9.7 If the Tenant creates turnover in the shop on the account in the bank without registration via cash registers, he is obliged to keep one bank account for all transactions concluded with customers in shop, separate from income of other shops and income recorded by cash registers
- 9.8 The Tenant is obliged to keep separate bookkeeping records of turnover in shop operating under separate cash books of any cash in the shop and separate bank account associated with turnover in the shop.
- 9.9 The Tenant shall notify the Landlord result of records in accordance with point 9.8 for the applicable period and pay to the Tenant Turnover Rent for the relevant period including VAT to 25th day of the month following the end of each applicable period on the bank account, referred in the last invoice, which he took over from the Landlord under this Agreement. Day of tax chargeability is the day of crediting of payment on account of the Landlord.
- 9.10 The Landlord is obliged to issue for the Tenant a proper invoice after receiving Turnover Rent on his account, which he shall send to Tenant no later than 25 days from receipt of payment to his account.
- 9.11 The Tenant is obliged to send to the Landlord to the end of the applicable period copies of:
- 9.11.1 all monthly statements of all cash books in shop for the applicable period
- 9.11.2 any statement of bank account for the applicable period, if he creates the tunrover of the shop on the bank account without registration via cash register
- 9.12 The Tenant is obliged within 15 days of the request send to the Landlord, as it relates to the period of validity of this Agreement, a copy of:
- 9.12.1 special records in accordance with point 9.8
- 9.12.2 tax declaration for VAT
- 9.12.3 tax declaration for income tax
- 9.12.4 cash book
- 9.12.5 approved individual financial statements
- 9.13 Tenant shall make available to the Tenant or person appointed by him at the request within 15 days of receiving the request:
- 9.13.1 all accounting records and business records of the company
- 9.14 Breach of non-monetary obligations of Tenant under this Article is considered as serious for the purpose of termination of this agreement by the Landlord.
- 9.15 The provisions of Art. 8 for interest on late payment shall apply on Turnover Rent mutatis mutandis.
Art. 10 Security Deposit
- 10.1 Tenant agrees to provide to the Landlord within 15 days after the conclusion of this Agreement the cash deposit (“Security Deposit”) in amount which is equal to the Base Rent for four months incl. VAT and Service Charges incl. VAT for four months, otherwise the Landlord is entitled to withdraw from this Agreement.
- 10.2 In the time of conclusion of this Agreement, the Security Deposit is in the amount of .... EUR.
- 10.3 If the tax rate for VAT purposes increases, Tenant shall provide to the Landlord additional cash deposit in such amount that, together with unused Security Deposit, will be equal to the amount determined under point 10.1 incl. VAT in increased rate.
- 10.4 The Landlord is entitled to use Security Deposit for the payment of his claims due against the Tenant.
- 10.5 In the event that Landlord uses the Security Deposit, the Tenant is obliged to provide to the Landlord another cash deposit repeatedly in such amount that, together with the unused Security Deposit, will be equal to the amount determined under this Article, and that within 14 days of the receipt of notice of the Landlord on using the Security Deposit or part thereof, otherwise the Landlord is entitled to withdraw from this Agreement.
- 10.6 The Parties agree that unused part od Security Deposit shall be received on the date of termination of this Agreement for payment of Landlord’s claim against to the Tenant, which incurred until termination of this Agreement. The right to issue the balance arises to the Tenant on the day of termination of this Agreement.
Art. 11 Fulfillments associated with the Use of the Premises
- 11.1 Fulfillments associated with the Use of the Premises are all fulfilments of the Landlord in favour of the proper use of … by Tenant, including proper management of … for benefit of the Tenant.
- 11.2 Fulfillments associated with the Use of the Premises are:
- 11.2.1 maintenance, repair, cleaning and painting of the … and Common Premises
- 11.2.2 maintenance, repairs, revisions and where necessary restoration of:
- any devices in …, e.g. central heating, air conditioning, ventilation and hot-water boilers, devices and installations of Service Media in the … or relating to the …, which are available for use or used by more than one tenant of the … together with the Landlord and tenants of the other parts of the … in the Common Premises or which are used for the benefit of the Common Premises
- fire security system and equipment for fire extinguishment and reporting and other technical fire equipment which are common for the …, including all sprinklers, hoses and dry ascending pipes and all works necessary for the compliance with all recommendations od the relevant authority relating to fire protection measures and with any requirements of the Landlord’s insurer
- any equipment, including alarms, gates, barriers, means of control, fencing, lighting and security services used to ensure safety of the …
- any mechanical devices and any central heating, air conditioning, ventilation and hot-water boilers, equipment and devices
- 11.2.3 lighting of the Common Premises
- 11.2.4 management, maintenance, repairs, reconstruction, renovation, washing and cleaning of the walls, railings and any courtyards, roads, sidewalks, tracks, outside escape routes used in case of fire or other emergency and of the Service Media that are available for use or used by persons staying at the …, together with the users of any adjacent or neighboring property
- 11.2.5 the general management of the …, whether exercised by the Landlord, Landlord’s employers, independent management company or professional advisers or consultants or by any other means that will be deemed fit by the Landlord at its reasonable discretion
- 11.2.6 security service to the extent of Internal Bylaws
- 11.2.7 employment of staff for purposes specified herein or in any relation to the above matters, for security or property maintenance purposes
- 11.2.8 provision of heating and/or air conditioning in the … and leading the wastewater into the sewer
- 11.2.9 removal or waste disposal and snow removal
- 11.2.10 provision of Separately measurable services into the Premises
- 11.2.11 insurance of the …, including the Premises but excluding anything present in the Premises
- 11.2.12 the general promotion of the … including advertisements in the media, extraordinary activities, Christmas decoration and other seasonal events
- 11.2.13 bus or any other suitable transport for customers of the …, if the Landlord deems it appropriate
- 11.2.14 costs of the mother-and-children’s room, which may be available to the customers of the …, if the Landlord deems it appropriate
- 11.2.15 performance of works or rendering of services of any kind, which may be reasonably considered by the Landlord as necessary for the maintenance of the … or improvement of the services of the … and any other services provided reasonably by the Landlord in favor for the ….
Art. 12 Service Charge
- 12.1 The Tenant will contribute to all costs and expenditures relating to the operation of the … by the Service Charge, in the amount of:
- 12.1.1 ... EUR exclusive od VAT per 1 sq. m. of the Premises per month or
- 12.1.2 coefficient of the ratio between the size of Premises and the size of overall rented space of the … with the Centre Management Costs for the completed Service Year excluding VAT;
- a) the Landlord submitted to the Tenant the statement of the Centre Management Costs for completed Service Year not later than on the 30 th June of the following Service Year and notified the Tenant of the amount of the Service Charge for the previous Service Year according to this point or
- b) the Landlord notified the Tenant in the previous Service Year that the Service Charge for the following Service Year shall be determined according to this point before the beginning of the following Service Year and if he notified the Tenant with the amount of the payments for the Service Charge according to the point 12.2.2
- The Tenant shall pay the payments of the Service Charge monthly 25th day of calendar month in the amount :
- 12.2.1 according to the point 12.1.1 or
- 12.2.2 estimated Centre Management Costs in following Service Year, that will be determined by the Landlord for 1 sq. m. of overall rented space of the … based on the Centre Management Costs in actual Service Year, with regards to the expected expenditures that shall be spent in the following Service Year, even if they were not spent in the actual Service Year, provided that the Landlord notifies it to the Tenant according to the point 12.1.2 letter b) before the end of the previous Service Year.
- 12.3 When acting according to the point 12.1.2 by the Landlord:
- 12.3.1 After the end of the Service Year the Landlord shall submit to the Tenant a statement of expenses for the relevant completed Service Year not later than on 30 June of following Service Year. The statement of expenses for the management of the … shall include:
- Centre Management Costs in the completed Service Year with transparent list of categories of purchased goods, works and services and their prices
- Amount of the Service Charge for relevant Service Year
- 12.3.2 After the end of the Service Year the Tenant is entitled to inspect the accounts in relation to the Centre Management Costs.
- 12.3.3 If the statement of the Centre Management Costs includes expenses that are against this Lease Agreement or good manners, or the amount of the expenses clearly exceeds the market price, by means of price, for which the same or comparable goods or services are usually sold or provided in respective time and place, such expenses are ineffective to the Tenant in the extent by which they meet these criteria, which is the Tenant entitled to demand by a procedure set forth in the Art. 27 within 30 days of receipt of the statement of the Centre Management Costs for completed Service Year, otherwise it is deemed that the Tenant agrees with the statement
- 12.3.4 If the Tenant demands that the expenses stated in the statement of the Centre Management Costs are ineffective against him by procedure set forth in the point
- 12.3.3, the Landlord is not entitled to withdraw from this Lease Agreement or to demand the contractual penalty for the default of fulfilment of the obligations related to the statement of the Centre Management Costs in the extent to which the Tenant demands the expenses to be ineffective against him
- 12.3.5 If the Service Charge determined by the statement of the Centre Management Costs exceeds the sum of payments for the Service Charge, such excess amount shall be paid by the Tenant within 14 days of issue date of the invoice, which will be issued by the Landlord within 15 days after the sending of the statement of the Centre Management Costs; the issue date is the date of chargeability for VAT purposes.
- 12.3.6 If the Service Charge determined by the statement of the Centre Management Costs is less than the sum of payments for the Service Charge, the Landlord may compensate the difference with the splatné pohľadávky under this Lease Agreement, or it shall be returned to the Tenant
- 12.3.7 If the Lease Agreement is terminated before the end of the Service Year, the Service Charge for respective Service Year shall be based on the Centre Management Costs as they were spent until the termination of the Lease Agreement regardless if they are paid in advance or not, except the expected expenses, that shall be spent in respective Service Year, and that were not spent in the previous Service Year, which shall be included in full extent as they were spent or shall be spent
- 12.3.1 After the end of the Service Year the Landlord shall submit to the Tenant a statement of expenses for the relevant completed Service Year not later than on 30 June of following Service Year. The statement of expenses for the management of the … shall include:
- 12.4 The Service Charge and arrear of Service Charge shall be invoiced including VAT.
- 12.5 The provisions of Art. 8 on the default interest, due date of Minimum Rent, invoicing and payments from the Commencement Date to the end of the calendar month shall apply mutatis mutandis to this article.
Art. 13 Self-measurable Services
- 13.1 Self-measurable services are supplies of electricity, water, heat and gas directly to the Premises.
- 13.2 The Tenant shall install the sub-meters at his own expenses not later than on the Commencement Date at the place determined by the Lanlord, otherwise the Landlord is entitled to withdraw this Lease agreement.
- 13.3 The tenant shall ensure that sub-meters are calibrated and provided in accordance with respective legal regulations and installed by an authorized person, in accordance with the Act. No. 142/2000 Z. z., as amended and submit the written evidence of signs and calibration of sub-meters to the Lanlord.
- 13.4 The Tenant undertakes to pay charges for Self-measurable Services within fourteen (14) days of the issue date of the invoice after the invoicing these services to the Landlord by individual suppliers, in the amount of actual consumption excluding VAT, based on the sub-meters. The issue date is the date of chargeability for VAT purposes.
- 13.5 Charges for separately measurable Services are not included in the Service Charge.
Art. 14 Assignment and Sublease
- 14.1 Without prior written consent of the Landlord, the Tenant shall not assign its rights and obligations arising hereunder, shall not sublease or encumber the Premises or their part. Otherwise the Landlord is entitled to withdraw this Lease agreement.
Art. 15 Additional Obligations of the Tenant
In addition to the other obligations of the Tenant set forth herein, the Tenant undertakes the following:
Tenant’s obligations relating to the Internal Bylaws:
- 15.1 The Tenant shall:
- 15.1.1 use the Premises in accordance with Internal Bylaws with good management and care and comply with all standards specified in the Internal Bylaws in all material respects
- 15.1.2 use reasonable efforts to ensure that any of his employees complies with the Internal Bylaws for the entire Lease term
- 15.1.3 keep the Premises in order and abide by the reasonable rules of behaviour.
- 15.1.4 keep the inside of the Premises that is visible from the outside attractively furnished and equipped with goods that are clearly visible and keep the cabinets clean and attractively furnished
- 15.2 The Parties agreed that the Landlord shall have an option to buy the equipment of the Tenant in Premises for the acquisition price that shall be deducted by the depreciation due to their usage.
- 15.3 The Tenant shall not organize the sale of old stocks except in the ordinary business so as not to detract from the core business which is sale of new and modern products.
Tenant’s obligations relating to the maintenance and repairs:
- 15.4 In addition of the other obligations of the Tenant set forth by the Internal Bylaws, the Tenant undertakes the following:
- 15.4.1 carry out at its own expenses routine maintenance and repair of the Premises to the sum of 500, - EUR excluding VAT for individual maintenance or repair in order to avoid deterioration of the Premises over the range of normal wear and tear
- 15.4.2 carry out without any delay any repair or other maintenance necessary for return into original state as at the date of this Lease Agreement, in case of damage caused by the operation of the Tenant that happened to the Premises or the …, otherwise the Landlord is entitled to withdraw this Lease agreement.
- 15.4.3 notify the Landlord, without any delay, of necessity of repair or maintenance of the Premises on the expenses of the Lanlord
- 15.4.4 allow the Landlord an entry, inspection and examination of the Premises, examination of their condition and drawing up a list of things located in the Premises
- 15.5 As long as the Landlord finds during the inspection of the Premises a breach, defects, poor condition, removal of the Landlord equipment or unauthorized Structural Modifications in the Premises, for which the Tenant is responsible, then upon request of the Landlord the Tenant shall carry out any required repairs, works, replacements or removal, without delay, and to the reasonable satisfaction of the Landlord or his construction expert.
- 15.6 If the Tenant fails to perform the request of the Landlord under point 15.4, the Landlord is entitled to enter the Premises and carry out such repairs, works, replacement or removal himself or through a third party. The Tenant shall, upon request, reimburse all reasonable occasioned expenses to the Landlord together with the default interest from the date of default until the date of payment of respective sum.
Tenant’s obligations relating to the security and fire alarm systems, air-conditioning and to special regulations:
- 15.7 The Tenant shall authorize the entrance of the designated employees and agents of the Landlord and any security agency responsible for maintenance of the … security systems for protection against burglary and fire, to the Premises. The entrance shall be authorized during ordinary Opening times of the …, upon prior notification to the Tenant in reasonable time in advance, with the purpose of inspection, testing, servicing and maintenance of such systems. The Landlord shall make every effort that these personnel limit the use of the Premises to the necessary extent.
- 15.8 The Tenant shall authorize the entrance of the designated employees and agents of the Landlord and any security agency to the Premises in case of:
- 15.8.1 initiation of the burglar alarms (the entrance will occur only when accompanied by police of Slovak Republic)
- 15.8.2 in case of fire or fire verification
- 15.8.3 water supply accident
- 15.8.4 similar emergencies
- 15.9 The Tenant shall maintain and ensure the repair of any security equipment and fire alarm devices installed in the Premises, unless the maintenance and repair is ensured by the Landlord. The Tenant shall not place any facility or equipment that would serve as an extension of the fire alarm system or the … and would be connected to such system to the Premises, other than compatible equipment with these systems. The Tenant shall not connect his systems to the security and fire alarm systems of the … without the prior written consent of the Landlord, otherwise the Landlord is entitled to withdraw this Lease agreement.
- 15.10 The Tenant shall refrain from anything that would adversely affect the system and installation of air conditioning, heating and exhaustion of the Common Premises, or any other part of the …, or anything that would additionally burden the technical systems.
- 15.11 The Tenant shall use the Premises in compliance with the current legislation in the field of environmental protection, fire protection, safety and occupational health and hygiene regulations.
- 15.12 The Tenant complies with the obligations in the field of fire protection on his own behalf in accordance with § 6 par. 2 of the Act. No. 314/2001 Z. z. and related implementing legislation.
- 15.13 The Landlord and the Tenant shall establish common fire-alarm office in accordance with the § 15 point 2) of the Ministry of Interior Decree no. 121/2002 Z. z. on fire prevention, as amended, which is located in the lobby of the … for use by the Parties and other persons pursuant the agreement with the Landlord. The Landlord bears the responsibility for ensuring the signs, continuity of service, equipment and disclosure of the necessary documentation under the Decree referred to in this point. The Tenant bears responsibility for disclosure of documentation pursuant to previous provision to the Landlord.
Art. 16 Opening Hours
- 16.1 The Tenant shall have the Premises open for trade and shall carry out its business activities in Premises during the entire Opening Hours, except for the following cases:
- 16.1.1 If the Tenant is prevented from doing so due to the destruction or damage of the Premises of the … by a cause that is totally out of the Tenant’s control
- 16.1.2 If it is unavoidable for the most expedient performance of any major repairs, modifications or additions to the Premises
- 16.1.3 If it is necessary for stock-taking and control carried out in the ordinary course of business (in such case, the Premises shall not be closed for more than a three (3) consecutive days once a year and and not during holidays and other occasions determined by the Landlord in the Internal Bylaws
- 16.1.4 If it is necessary for the purpose of provable repairs (in such case, the Premises shall be closed solely for a period that shall be adequate to the nature of the relevant repair)
- 16.1.5 Whenever it would be against the law without the cause of the Tenant
- 16.2 The Tenant shall not open the Premises for trade outside the Opening Hours.
- 16.3 The Tenant shall fulfill reasonable directions of the Landlord relating to the hours and time when any part of the Common Premises shall be closed for service, cleaning, new decoration or for any other sufficient reason.
Art. 17 Insurance of the Tenant
- 17.1 The Tenant shall be responsible for any damage caused in connection with the use of the Premises by him including damages caused by the actions or conduct of his employees or third parties.
- 17.2 In case of damage in the form of imposed fine to the Landlord, by any non-compliance with the generally binding legislation or contractual obligations by the Tenant, the Tenant shall reimburse the sum including any further reasonable costs that may incur to the Landlord in relation to the proceeding on this fine.
- 17.3 The Tenant shall let insure himself and be insured during the Lease term with the limits of insurance claims at least EUR 664,000 annually and the limit of insurance claims from a single claim must represent at least EUR 300,000 in case of:
- 17.3.6 liability for damage caused in carrying out its business
- 17.3.7 liability under this Lease agreement, including damages to the Premises,
- 17.4 The Tenant shall notify the Landlord without undue delay in case of any insurance claim relating to the Premises.
- 17.5 The Tenant shall conclude the insurance contract at its own expenses; the object of the contract shall include insurance for damage to … including loss of profit that may arise out of use of the Premises by the reason of all common insurance risk. The Landlord bears no responsibility for damages that may be covered by such insurance, to the Tenant.
- 17.6 The Tenant is not entitled to any decrease or stoppage of paying the Rent or Service Fee in a case his use of the Premises is restricted or interrupted caused by circumstances excluding the liability according the Commercial Code. It shall be deemed that Landlord is not violating his obligations arising out of this Lease agreement.
Art. 18 Additional Obligations of the Landlord
- 18.1 In addition to other obligations of the Landlord agreed in this Lease agreement and under the terms agreed in the Internal rules, the Landlord shall have following obligations:
- 18.1.1 to ensure peaceful and undisturbed enjoyment of the Premises by the Tenant; the Landlord is always entitled to perform works in other parts of the … as part of continuing maintenance, the prevention of damage and danger, development and expansion of the …; the Landlord shall only notice the Tenant about such future works in reasonable time in advance and shall take all reasonable steps to minimize adverse effects on the usage of the Premises by the Tenant, that may be caused by such works, provided that if Tenant’s use of the Premises is restricted as a result the Tenant shall be entitled to a relevant reduction in the Minimum Rent;
- 18.1.2 maintain and repair the Premises to the extent not an obligation of the Tenant under this Lease agreement;
- 18.1.3 provide the Tenant, his employees, representatives and other authorized persons with free, unimpeded and uninterrupted access to the Premises and to other places where it is necessary, i.e. unconditional access to the …;
- 18.1.4 allow the Tenant and his employees’ unconditional use of a sufficient number of parking lots for staff, providing that they comply with any conditions and restrictions that may be determined by the Landlord own consideration.
Art. 19 Landlord’s Representations
- 19.1 The Landlord declares that on date of signature of this Lease agreement it is a joint stock company, which has been duly established and incorporated under the laws of the Slovak Republic and is the sole owner of the ….
Art. 20 Tenant’s Representations
- 20.1 The Tenant declares that it is a legal entity / natural person authorized to run business in accordance with the laws of the Slovak Republic.
- 20.2 The Tenant declares the authorisation for entrepreneurship or any other authorisation required to run the business, specified in point 6.1 of this Lease agreement; the Tenant shall keep them in force throughout the Leased term, otherwise is the Landlord entitled to terminate the Lease agreement.
- 20.3 The Tenant is entitled to conclude this Lease agreement and commit to all obligations contained in the Lease agreement.
- 20.4 The Tenant shall inform the Landlord, within 7 days following the date decisive for arising of obligation, about:
- 20.4.1 changes in all Tenant’s data registered in the Business and /or entrepreneurs register
- 20.4.2 changes in the Tenant’s postal address
- 20.4.3 the registration for VAT and any change to it
- 20.4.4 petition for bankruptcy or restructuring on the Tenant and the reasons for it, if the petition is filed by the Tenant; the termination of the Tenant with the liquidation and its reasons; the initiation of bankruptcy or restructuring proceedings against the Tenant, in these cases the Landlord is entitled to terminate the Lease agreement
- 20.4.5 changes in the Tenant’s shareholding structure, or relevant changes in ownership structure of people operating the Tenant, or people being operated by the Tenant; in these cases the Landlord is entitled to terminate this Lease agreement.
Art. 21 Termination of Lease agreement
- 21.1 This Lease agreement terminates:
- 21.1.1 upon the expiration of the agreed Lease term
- 21.1.2 by mutual agreement in writing as to the date of termination of this Lease agreement
- 21.1.3 by the delivery of the withdrawal (in Slovak „odstúpenie“) from this Lease agreement to the other Party in the cases specified in this Lease agreement
- 21.1.4 upon delivery of a termination notice and the lapse of a notice period (in Slovak “výpovedná lehota”) in the cases specified in point 21.3 of this Lease agreement
- 21.1.5 the date of promulgation of bankruptcy on the Landlord’s property; the point 22.4.1 shall apply mutatis mutandis
- 21.2 The Landlord is entitled to withdraw from this Lease agreement (in Slovak “odstúpiť”) also in the following cases:
- 21.2.6 The Tenant is in default of payment of financial obligation under this Lease agreement for more than 30 days
- 21.2.7 The Tenant does not remedy a serious breach of non-monetary obligations arising out of this Lease agreement even in the additional reasonable period of time provided by the Landlord in the written request on compliance with the obligations,
- 21.3 Parties are entitled to terminate this Lease agreement (in Slovak “vypovedať”) in the following cases:
- 21.3.1 The Tenant loses the authorisation to run the business for which it leased the Premises; the termination of the authorisation for entrepreneurship of the Tenant to run the Commercial activities that is notified by the Tenant in order to terminate his business, when the reason for termination of the business lies not in the loss of the general or specified authorisation of his business, will not be deemed as the loss of the authorisation to run the business for which it leased the non-residential premises.
- 21.3.2 The Tenant does not remedy a serious breach of non-monetary obligations arising out of this Lease agreement even in the additional reasonable period of time provided by the Landlord in the written request on compliance with the obligations,
- 21.3.3 The Premises becomes without the fault of the Tenants ineligible for arranged usage.
- 21.3.1 The Tenant does not remedy a breach of obligations, related to the use of the Premises, or maintenance and repair of the Premises to be borne by the Landlord, within a period time in the written request of the Landlord on compliance with the obligations.
- 21.4 The notice period (in Slovak “výpovedná lehota”) is 3 months and begins on the first day of the month following the month in which the notice of termination (in Slovak “výpoveď”) was delivered to the other Party.
- 21.5 Parties agreed that change in the Property’s ownership or …, or any of its part is not a reason for termination of this Lease agreement from neither Party.
Art. 22 Rights and Obligations upon Termination of the Lease agreement
- 22.1 When this Lease agreement is terminated, the Landlord shall have the right to decide whether the Structural Modifications or their parts stay the part to the Premises, or not.
- 22.2 The obligations upon the Lease agreement termination are :
- 22.2.1 If Landlord decides the Structural Modifications does not stay the part of the Premises, it is the obligation of the Tenant to clean out the Premises and to remove the Structural Modifications and also the Equipment of the Tenant, if the Landlord decides so
- 22.2.2 If Landlord decides the Structural Modifications stays the part of the Premises, the obligations of the Tenant according the point 21.2.6, besides the obligation to remove the Structural Modifications totally or partly decided by Landlord
- 22.3 If the Lease agreement is terminated by the expiration of the agreed Lease term or by the notice of termination (in Slovak “výpoveď”), the Tenant shall:
- 22.3.1 comply with the obligations upon discharge of the Lease agreement no later than the last day of the Lease term or notice period (in Slovak “výpovedná lehota”)
- 22.3.2 cease to use the Premises for running the Commercial activities no later than the day following the last day of the Lease term or notice period (in Slovak “výpovedná lehota”)
- 22.4 If the Lease agreement is terminated by the withdrawal, the Tenant shall:
- 22.4.1 comply with the obligations upon discharge of the Lease agreement within 30 days of receipt of the withdrawal by the other Party unless a different period is stipulated by the party, if it is adequate to the subject of the Tenant’s obligations
- 22.4.2 cease to use the Premises for running the Commercial activities no later than the day following to receiving the receipt of the
- 22.5 Obligations upon discharge of the Lease agreement shall be fulfilled by the Tenant on his own expenses without the right for their reimbursement by the Landlord.
- 22.6 If the Tenant has debts towards the Landlord upon discharge of this Lease agreement, the Landlord is entitled to state, that Tenant is not entitled to clean out the Properties and is entitled to invoke security right or the retention right in accordance with the provision of civil law and when executing the security right and priority rights in accordance with this Lease agreement.
- 22.7 If the Tenant fails to comply with its obligation upon discharge to this Lease agreement in the periods defined by this Article, the Landlord is entitled to comply with them on the expenses and risk of the Tenant in form of self-help or by the third party. The Landlord is entitled to deposit the Tenant’s belongings at the expense of the Tenant. If the Tenant fails to show his interest within three months following the discharge of the Lease agreement, the Landlord is entitled to sell the belongings of the Tenant for usual price. After all claims of the Tenant are met by the sale of the Tenant’s belonging, the remainder shall be directed to the Tenant as soon as it requests so.
Art. 23 Contractual Penalties
- 23.1 The Tenant shall pay the Landlord the Contractual Penalty in the amount of 200.- EUR for breaching his obligations:
- 23.1.1 failing to comply with the Opening hours according to point 16.1 and that for every day, during that he breaches the Opening hours
- 23.1.2 installing the sub-meters according to point 13.2 for every single day of delay
- 23.1.3 ensuring final building approval within the period under paragraph 4.10 for each day of delay
- 23.2 The Tenant shall pay the Landlord the Contractual Penalty in the amount of the Base Rent for two months excluding VAT in case:
- 23.2.4 he is in default with payment of the Base Rent according this Agreement for more than 30 days
- 23.2.5 he is in default with fulfilling with some of the non-financial obligations according the Art. 9 the Turnover Rent
- 23.2.6 he uses the Premises for other purpose as is settled in Art. 6 without the consent of the Landlord
- 23.2.7 he breaches his obligation to abstain from acting according to the point 15.10
- 23.2.8 he breaches his obligation to inform about facts according to the point 20.4.4
- 23.2.9 he breaches his obligation of the Confidentiality, Protection of the Name and Reputation of the Landlord according Art. 26
- 23.2.10 he breaches his obligation of using documentation related with Structural Modifications only after the consent of the Landlord according the point 4.7
- 23.3 In the case no other Contractual Penalty is agreed and the Tenant is in default with financial obligation according the Lease agreement for more than 30 days, he shall pay the Cotractual Penalty in the twice the amount of the financial obligation he is in default with.
- 23.4 The Tenant shall pay the Landlord the Contractual Penalty if he fails to perform any of its duties besides the Lease agreement termination or performing his Business activities in the Premises after the expriry of the Lease agreement in the amount of :
- 23.4.11 the sum of the Construction Expenses according the point 4.13 and the Base Rent for two months excluding VAT, in case of breaching duties accroding the point 22.3.1 or 22.4.1
- 23.4.12 the Base Rent for two months excluding VAT, in case of breaching the obligation according the point 22.3.2 or 22.4.2 for every single 5 days of breaching these obligations.
- 23.5 The Tenant shall pay the Landlord the Contractual Penalties according the Lease agreement also in case he did not cause any brach of obligation.
- 23.6 The duty of not-paying cotractual penalty for breaching the obligation of the Tenant according this Lease agreement does not affect the obligation secured by the Contractual Penalty, neither the Landlord’s right for compensation for damage that arises by breaching of obligation.
- 23.7 The duty of paying the Contractual Penalty for breaching the same obligation may arise repeatedly.
Art. 24 Advertisements and Signs
- 24.1 The Tenant shall not place any signs, plaques, or undertake any advertising outside the Premises or elsewhere in the …, without the prior written consent of the Landlord, otherwise if the Landlord entitled to withdraw this Lease agreement.
- 24.2 Signs of the Tenant that will be located at the entrance to the … or elsewhere outside the Premises must be approved by the Landlord in writing in advance. All costs associated with designing, manufacturing and installation of such signs shall be borne by the Tenant.
Art. 25 Notices
- 25.1 Unless otherwise agreed in this Lease agreement, documents shall be deemed delivered by their acceptance by the other party, or the third day following they are sent by registered mail, if sent in writing to the address provided in the commercial register, or by delivery by the fax to agreed numbers, or the third day after they are sent in electronic form without electronic signature, to the following addresses:
- 25.1.1 The Landlord’s Fax: ...........................
The Landlord’s E-mail: ...........................
- 25.1.2 The Tenant’s Fax: ...........................
The Tenant’s E-mail: ...........................
- 25.1.1 The Landlord’s Fax: ...........................
Art. 26 Confidentiality, Protection of the Name and Reputation
- 26.1 The Parties shall comply with the confidentiality rule regarding the content of this Lease agreement. The Tenant shall not disclose this Lease agreement, its content or any information relating to the business of the Landlord, or his commercial activities and business plans, to the third party without the prior written consent of the Landlord, except where required by law.
- 26.2 The Tenant shall not harm the reputation of the Landlord and not use the trade name, logo, trademark of the Landlord, without his consent.
Art. 27 Governing Law and Jurisdiction
- 27.1 Relations arising out of this agreement are governed by the Commercial code or other law of Slovak republic, if the nature of the agreement recognizes so.
- 27.2 The Parties agreed that all disputes between them arising out of this Lease agreement or relating to it (including validity disputes and interpretation disputes) shall be resolved in arbitration procedure before the Arbitration Court established by Slovenská hospodárska komora s.r.o. (in English: „Slovak Chamber of Commerce”) (hereinafter referred as the "Arbitration Court") by a sole arbitrator appointed by the President of the Arbitration court, in accordance with the Statute and the Rules of Procedure of the Arbitration Court. The language of the procedure will be Slovak.
- 27.3 The Parties agreed that all documents served on them in the arbitration proceedings will be delivered to the address provided in the commercial register.
- 27.4 In accordance with the § 42 of Act No. 244/2002 Z. z. on arbitration procedure, the Parties shall exclude the right to file the petition by virtue of reason stated in § 40 letter h) Act No. 244/2002 Z. z. on arbitration procedure.
- 27.5 The Parties agreed to subject to the Arbitration decision and this decision shall be binding on them.
Art. 28 Special Arrangements
- 28.1 The Parties agreed that the Tenant concludes with the Landlord an Addendum to this Lease agreement in case of fulfilling the condition according the following point, that adjusts the way of payment the Base Rent and the Service Fee to pay quarterly, beginning the calendar quarter for one trimester in advance. Otherwise the Landlord is entitled to withdraw this Lease agreement.
- 28.2 According the following is the Postponing condition and Landlord’s appeal in the case the effective legislative where the establishment of the tax duty for the purpose of the value added tax is not in contradiction with the aim of the change according to the point above agreed between the Parties.
Art. 29 Final Provisions
- 29.1 This Lease agreement replaces all prior oral or written understandings, announcements, agreements or obligations of the Parties.
- 29.2 This Agreement may be changed or amended in writing only, by numbered amendments agreed between both the Tenant and the Landlord. If the ensured obligation is changed without the consent of the Guarantor, the extent of his liability will be determined under the rules of civil law.
- 29.3 The Tenant undertakes that neither he nor any of his statutory bodies, employees or representatives shall break legal regulations applied to fight against corruption and bribery valid under the law governing the Parties and the provisions of this Lease agreement. The Tenant further undertakes to abide the Anti-corruption principles that form the Annex 6/ of this Lease agreement and ensure their observance by its statutory bodies, employees and representatives.
- 29.4 If any provision of this Lease agreement is or becomes at any time illegal, invalid or unenforceable in any aspect, the legality and enforceability of all her provisions hereof shall not be affected or prejudiced thereby. The Parties hereby undertake to replace any such illegal, invalid or unenforceable provisions by new ones, which shall be the closest possible to the meaning of such illegal, invalid or unenforceable provisions.
- 29.5 Financial obligation stemming out of this Lease agreement shall terminate only by the due performance.
- 29.6 The moment of payment in the meaning of this Lease agreement means the moment of charge on bank account of the creditor.
- 29.7 Guarantor shall be liable for the obligations of the Tenant under this Agreement.
- 29.8 This Lease agreement is signed in as many copies as is the number of Parties in English language and each party is provided with one copy.
- 29.9 In witness whereof, the Parties to this Lease agreement have read and understood the content of it and have signed it as of the day and year first above written.
- Plan of …
- 2/ Internal Bylaws
- 3/ Plan of leased premises
- 4/ Scope and provision of construction work
- 5/ A copy of the proxy to represent the Landlord
- 6/ Anti-corruption principles
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