COMMERCIAL LEASE BETWEEN THE UNDERSIGNED
Exhibit 10.4
COMMERCIAL LEASE
BETWEEN THE UNDERSIGNED
The « Caisse autonome de retraite des médecins de France » shortly CARMF, Social security management and administration which has its headquarters in Paris (75017) Rue Saint Ferdinand, SIREN NUMBER 775 691 215.
Said security was instituted by 19th July 1948 decree taken under the 17th January 1948 and whose statutes were approved by ministerial decree, modified then by the labor Minister and Social Security of the 29th October 1948.
Represented by Madame Marie AYMARD-LEFAURE, duly authorized for these purposes.
Hereinafter referred to as “the lessor”
FIRSTLY
AND
The SINORAMA VOYAGES LTD, limited liability Company, registered with the register of trade and companies of Paris under number 539 982 512 whose registered office is 121 Avenue des Champs Elysées, Paris 75008, represented by Sir Zhao.
Hereinafter referred to as “the lessee”
ON THE OTHER HAND
IT HAS ALDREADY BEEN SET OUT THE FOLLOWING
IT WAS EXPOSED AND AGREED AS FOLLOWS
The present deed shall be divided into two parts which form an indivisible whole
First part: GENERAL CONDITIONS
Second part: SPECIAL CONDITONS
It being specified that in the event of any inconsistency hereunder between the two parties, the special conditions shall prevail over the general conditions.
GENERAL CONDITIONS
Hereby, the lesser give the lessee lease to rent for commercial purposes, provided that the lessee fulfils the conditions as Fulfills the conditions, as resulted from the provisions of Articles L.145-1 et seq and D145-1 et seqof the Commercial Code and the residual provisions not repealed and not codified in Decree No. 53-960 of 30thSeptember 1953, as well as of the subsequent texts, the rights and property hereinafter.
In addition to the stipulated conditions, the lessee undertakes to comply with all the obligations and formalities laid down by the laws and regulations, as well as the stipulations of the by-laws applicable to the building (Regulation of co-ownership, rules of procedure, specifications applicable to the real estate complex, etc.), which by express agreement, shall be considered as an integral part of the These general conditions and subject to the same penalties.
It is further stated that the recall or endorsement in the text of this lease of articles of law or regulations governing the status of commercial leases cannot be regarded as recognition by the lessor of the applicability of the said status to this lease and that the lessee will be able to avail himself of that status only if he fulfills all the conditions
CHAPTER 1 DESCRIPTION DESTINATION TIME
ARTICLE 1- DESIGNATION
The premises are designated under the special conditions. The lessee hereby declares that he knows perfectly the premises rented for having visited or previously occupied them, accept them in the state in which they are and as they extend and behave, and is willing to deal with the eventual compliance of the premises and their adaptation to its activity, the lessor guaranteeing only their general commercial use.
The lessee accepts the premises subject to this lease in the condition in which they are at the time of entry into use.
No error in the designation, consistency or size of the leased premises shall justify an increase or decrease in rent or an indemnity on either side.
The lessee may not require any lessor, repair, repair or repair work of any nature whatsoever, nor any upgrading to the standards even for the exercise of his activity, nor any reduction of rent or indemnity whether on entry into the premises or in the course of a lease or its extensions, renewals or renewals.
As well, the lessee shall not be entitled to make any claim as a result of constructions or improvements of any kind which may subsequently modify the views and the environment of the rented premises.
ARTICLE 2 INVENTORY OF ENTRY
An inventory will be drawn up by the parties at the entrance of the lessee. It may be carried out by a bailif one of the parties wishesso. In all cases it will be carried out at the expense of the lessee. The same applies in the case of a pre-inventory of the places of entry.
If, for any reason whatsoever, the inventory was not drawn up and, in particular, if the lessee was in default, the premises shall be deemed to have been leased in perfect condition for maintenance and repair of any kind.
ARTICLE 3 DESTINATION – INDIVISIBILITY
The lessee shall use the premises herein for the exclusive use specified hereafter under special conditions, peacefully and in accordance with articles 1728 and 1729 of the Civil Code.
3.1 Maintenance of the contractual destination
Throughout the term of the lease, the lessee shall retain the agreed contractual destination to the leased premises to the exclusion of any other of whatsoever nature.
It shall keep the said premises in a permanent and effective normal operating condition according to the agreed destination.
The lessee refrains from making in the office premises all acts of industrial or artisan production or wholesale or retail sale, as well as any auction.
In premises for industrial use (activities, warehouse), the lessee has the right to carry out any industrial or artisanal production and is prohibited from making any wholesale or retail sale or any auction.
3.2 INDIVISIBILITY
The parties expressly agree that the leased premises shall constitute a single and indivisible whole.
ARTICLE 4 TIME
This lease is granted and accepted for a period specified in Article 28 of the Special Conditions.
Unless otherwise specified in the Special Conditions, the lessee may terminate this lease at the expiry of each three-year period, with the latter being obliged to grant leave to the lessor by extrajudicial document at least six months in advance.
The lessor will have the same option in the cases in the articles L145-18, L145-21 and L 145-24 of the Commercial Code.
CHAPTER II – RENT, CHARGES AND ACCESSORIES
ARTICLE 5 INITIAL RENT
The present lease is granted and accepted for an annual principal rent excluding charges and excluding taxes fixed in the special conditions.
To the rent shall be added the tax or contribution on the rental income at the rate in force and any other fee or tax which is substituted or added to them in addition to the taxes and taxes defined hereinafter, so that the rent remains net and free of All taxes, duties, taxes, charges and expenses for the lessor.
ARTICLE 6 RENT INDEXATION
As of right, the rent will increase annually on the effective date of the lease in proportion to changes in the national cost of construction index published by the National Institute of Statistics and economic studies, base 100 in the fourth quarter of 1953.
For the first year, the index set out in Article 30 of the Special Conditions will be compared with the index for the same quarter of the following year.
For subsequent years, the index used in the previous revaluation and the index used for the same quarter of the following year will be compared.
If the index chosen for annual indexation ceases to be published, such indexation would be made on the basis either of the legal replacement index or a new index chosen by mutual agreement between the parties. In the absence of agreement, the parties undertake to rely on the decision of the judicial expert appointed by order of the President of the High Court of Paris on the request of the most diligent and expeditious party Shared. This conventional indexation of rent is an essential and decisive condition of this lease, without which it would not have been granted. In addition, the legal revision currently provided for by Article l145-38 of the Commercial Code remains applicable.
ARTICLE 7- RENEWAL RENT
In the event of renewal of this lease, the rent for the new lease shall, in the absence of an amicable agreement, be fixed at the market value of the premises rented on the effective date of the renewal calculated in relation to the price of new rent and taking into account any adjustments and improvements made by the lessee to the leased premises, all by express agreement, notwithstanding Articles L. 145-33 and L. 145-34 of the Commercial Code and Article 23 et seq. Decree of 30 September 1953.
In the absence of agreement between the parties on the amount of the new rent, the parties undertake to rely without any recourse on the opinion of an expert appointed by the President of the Tribunal At the request of the most diligent of them, which shall be delivered within three months of its submission, and the costs and fees of which shall be divided equally between the parties.
ARTICLE 8 – RENT CHARGES AND ACCESSORIES
The apportionment of the charges defined in this article shall be made on a pro rata basis either on the rented area or on the co-ownership rates. If the Lessee is part of a condominium lot, the proportionate share of the leased premises will be determined on a pro-rata basis, based on the percentage of occupants, including units and common areas.
8.1 – Charges
The Lease being considered as net of all charges for the Lessor, the Lessee shall reimburse the Lessor, in addition to the rent, the proportionate share of the expenses relating to the Building and / or the Property Complex, and in particular:
- The cost of cleaning, maintenance and maintenance, the cost of maintaining, repairing and renewing the small equipment and tools necessary for the management and operation,
- The cost of acquiring and renewing plant decoration or small furniture, as well as the costs of maintenance of interior and exterior green areas, maintenance, maintenance, inspection, repair and / or replacement costs lifting appliances,
- All technical installations of air conditioning, heating, renewal of air, electricity (including emergency or secure), access control, centralized technical management, etc. And more generally of all equipment,
- In general, repairs of any kind falling within the scope of Article 605 of the Civil Code, including repairs, even if it results from prescriptions of the administration and those due to obsolete, the lessee renouncing the benefit of the Article 1755 of the Civil Code,
- All works of safety and / or compliance with any regulations and / or legislation of any kind whatsoever, present or future, in particular with regard to safety, hygiene, working conditions, energy and environmental performance, in particular those prescribed by the competent authorities,
- Costs for the disposal and sorting of common waste,
- Expenditure, including social security and ancillary costs, on staff, including guarding, cleaning, Safety or maintenance of facilities or costs incurred by the use of companies outside these various titles,
- All general service operating expenses, reception,
- Mail, telephone, decoration and management expenses of the common parts,
- The costs of consumption of lighting, water, heating, air conditioning, ventilation of the common parts, and more generally any consumption of fluids, All costs related to the maintenance and consumption of power generation equipment, as well as all expenses related to environmental management and energy savings,
- Maintenance and maintenance costs related to the maintenance of sanitary quality Insurance premiums referred to in Article 13 below and any premiums paid for premises,
- Management fees for the agents of the lessor or Property Administrator responsible for rental management and In the event that the management is entrusted to one or more separate entities, such as syndic, AFUL, ASL or any other Organization, as well as the management fees of that organization.
Moreover, in the event that the Lessee regularly uses the Premises with a significantly wider amplitude or different from the opening hours of the Building and / or the Real Estate Complex, the Lessor would be entitled to increase the Share of the Lessee's expenses, in order to take account of the additional costs incurred by this particular use and not to penalize other tenants.
8.2 - Contribution, Taxes and Taxes
The tenant shall pay his personal contributions, professional taxes, rental and other taxes of all kinds relating to his business and to which the tenants are or may be subject, so that the lessor is never sought in this respect.
It shall also refund to the Landlord the property tax, the municipal waste collection tax, the sweeping fee, the annual tax on offices, commercial and storage premises in the island of France and any new contributions, municipal taxes or other.
As such, the Lessor will make a call for quarterly provisions plus VAT at the prevailing rate to be paid by the Lessee in respect of the property tax and the tax for the collection of household refuse.
More generally, the Lessee shall reimburse to the Lessor all the taxes and taxes relating to the immovable, present or future, all so that the rent received by the Lessor is net of all tax charges.
ARTICLE 9 - TERMS OF RULES
The Lessee agrees to pay to the Landlord or his agent the rent and charges, taxes and accessories in four terms of payment and advance on January 1, April 1, July 1 and October 1 of each year.
The charges and accessories will be invoiced in the form of a call for quarterly provisions and will give rise to an annual regularization plus VAT at the rate in force.
In order to facilitate the collection by the lessor or his agent of the rents and any sums owed by the lessee under this lease, the lessee will proceed to a transfer to the account of the lessor, whose bank account has been given to him at the time of signature.
ARTICLE 10 - DEPOSIT OF WARRANTY
It is hereby signed, an amount representing one quarter of the annual rent including all taxes, as security for the performance of all the charges and conditions of the lease by the Lessee. This sum will be reimbursed to the Lessee upon termination of the lease, subject to what is stipulated hereafter as well as to Article 18 of the General Conditions, after deduction of any sums which may be owed by the latter in any capacity Either as compensation. The Lessor shall reimburse the Lessee the following provisional balance of account balance, net of any additional provisions for charges, taxes and taxes not yet agreed. The Lessor shall establish a final account balance on the basis of actual expenditures. In the event of termination of this lease as a result of non-fulfillment of its conditions for a cause attributable to the Lessee, the security deposit will be forfeited to the Lessor by way of damages without prejudice to any other lease payments due or to be due, And all other sums due by the Lessee. In the case of a revision or variation in the price of the rent, this deposit will be readjusted proportionally to the new rent in order to keep it at one quarter of the annual rent inclusive of all taxes.
During the course of the lease, the Lessor shall have the right to withdraw without formality from the security deposit the amount of rents due and any sums due in any way whatsoever. By way of derogation from Article 1253 of the Civil Code and notwithstanding any charge to the contrary by the lessee, it may set aside the penalties, interest and costs relating to the unpaid amounts, and then the oldest arrears of charges, taxes And accessories first, then rents, due by the Lessee. In any case, the Lessee shall be obliged to supplement or reconstitute on demand, and within fifteen days at the latest, the security deposit to keep it always equal to three months' rent inclusive of all taxes.
As the compensation is, where necessary, expressly agreed, the Lessor will thus exercise all the prerogatives attached to it in accordance with articles 2333 et seq. Of the Civil Code.
By way of derogation from the provisions of Article 2341 (1) of the Civil Code, the Lessor shall not be required to individualize the security deposit. Finally, contrary to the provisions of article 2345 of the Civil Code, the security deposit shall not bear interest that may be deducted from the sums due by the Lessee to the Lessor.
ARTICLE 11 - DELAYS OF PAYMENT
In the event of non-payment of any amount owing by the lessee under this lease, the Lessee shall automatically be liable to the Landlord for a flat-rate supplement of 10% of the sums due, increased by one Interest calculated at the monthly money market rate of 3 points (T4M + 3), any month begun being due.
In addition, any costs of orders or summonses incurred by the Lessor to compel the Lessee to perform its obligations shall be borne by the Lessee.
CHAPTER III - OTHER CLAUSES AND CONDITIONS
ARTICLE 12 - GENERAL CONDITIONS OF ENJOYMENT
12.1 - Accommodation of premises
The Lessee agrees to keep the rented premises constantly furnished throughout the duration of the lease with furniture and equipment in sufficient quality and value to meet the payment of the rents, charges and accessories and the fulfillment of the conditions and expenses of this lease. The Landlord reserves the right to check on the spot.
In the event of loss, the sums due to the Lessee by the Insurance Company (s) will constitute the Lessor's guarantee in place of the equipment and objects and effects until they are replaced. To this end, the present guarantees the lessor of all insurance indemnities to the amount of the sums due to him, all powers being given to the bearer of the original of the present ones to make indicate the transport to which will need.
12.2 - Compliance with building regulations
The Lessee shall respect the charges and conditions of the by-laws and / or co-ownership regulations, the by-law, the specifications or any document governing the property complex, as well as those imposed by the co-owners syndicate or any other body created possibly between owners and / or occupants of the immovable and / or neighboring buildings if they exist. It will comply with any modifications that the Lessor may have to make in the future.
The Lessee declares to have read and accepted the regulations applicable to the building, in particular those concerning his conditions of access (hours, closing days ...).
The Lessee will not be able to deposit anything or leave in the common areas of the building which must always remain free of access. The Tenant shall refrain from introducing into the leased premises any combustible, explosive or dangerous material for the safety of the building, to use the gas in any form whatsoever. The Lessor does not guarantee the temperature of the premises served by the heating and / or air conditioning system (s) that may exist in the rented premises. The Lessee shall not make any claim on this account. The same applies in the case of temporary abolition or reduction of collective services such as water, electricity, telephone, heating etc ... as a result of maintenance, repair, replacement, lack of supply or break, Breakdown, strikes or any other cause whatever the duration. If there is an inter-company restaurant within the property complex on which the rented premises depend, the lessee must adhere to it and pay the required contribution at the right time.
12.3- Signs, antennas and parabolas
The Lessee may not place any sign, plaque, logos, stickers, antenna or parabola, blinds, shutters or reflective films, light signaling and, in general, any installation modifying the exterior appearance of the building in the private and common areas Without the prior written consent of the Lessor or the co-ownership.
In the event that the Lessee fails to comply with this condition, the Lessor shall be entitled to demand, at the expense of the Lessee, that the condition be repaired or that the work be carried out by an undertaking authorized by the Lessee.
The Lessee shall in any case be bound at the end of the lease to proceed with the removal and the restoration to the previous state. In addition, the Lessee will deal personally with the necessary authorizations the taxes that may be due and the necessary assurances of this fact, so that the Landlord is never concerned or sought in this respect.He will have to maintain these facilities in good condition, and he will be solely responsible for the accidents that their existence could cause.
12.4 - Neighborhood Disorders
The Lessee shall take all necessary precautions to ensure that the carrying on of its business and activities does not adversely affect the maintenance, tranquility, appearance and good condition of the building and assumes responsibility. He refrains from having in the rented premises a noisy, dangerous, or inconvenient apparatus, and having an animal, even a domestic animal, which may be injurious or disagreeable to neighbors. No malodorous emanations shall come from its premises. In the event of the use of instruments or apparatus capable of producing disturbances in the reception of waves in neighbors, the Lessee shall promptly remedy the problem so that the Landlord cannot be prejudiced in this respect.
12.5 - Parking and Traffic Areas
The Lessee may not make any modification to the parking spaces except to affix a signage after agreement of the Lessor. It will use its sites to park vehicles to the exclusion of any other use (repair, washing, deposit of objects ...), and must permanently maintain them in perfect state of safety and cleanliness. In no event shall the Lessor be liable in any way for any theft, damage or accident to which the Lessee may be victim, directly or indirectly, in respect of vehicles (and their contents) which may belong to him or which may belong to his staff or to its clientele, as appropriate. The Lessee hereby declares to waive and oblige its insurer to waive all recourse against the Lessor.
13 - WORKS
13.1 - Work at the initiative of the policyholder
Before entering the premises as during the course of the lease, the Lessee may not carry out work in the leased premises which may change the destination of the building or impair its strength. In the same way, it cannot make the floors bear a load greater than their resistance under penalty of being responsible for any disorders or accidents. There shall be no piercing of walls or floors, pavement or hard flooring, no demolition, no change of distribution, no machinery installation, irrespective of the source of energy, without the express, prior and written consent of the Lessor. If the authorization is given, the works shall be carried out at the sole expense and risk of the Lessee in accordance with the standards in force and under the supervision of an Architect or Design Office designated by the Lessor and whose fees shall be borne by the Lessee.
Before any intervention by companies in the leased premises, the Lessee is obliged to respect and ensure compliance by the operators of all regulations, in particular as regards asbestos. The Lessee will make its personal and exclusive business of any claims likely to result from it and guarantee the Lessor of all possible appeals or claims.
13.2 - Works on the initiative of the Lessor
The Lessee shall suffer any modification, reconstruction, elevation, expansion, improvement and other work that the Lessor may deem necessary to have it executed during the lease on the immovable or in the leased premises even if they become temporarily inaccessible, Without being entitled to any compensation or reduction of rent, whatever their nature and duration, even if the latter had to exceed forty days.
The Lessee shall facilitate any access that would be required for the search and repair of leaks or disorders in the structural work. He shall bear the expenses incurred by such access, which would affect his own installations and in particular the fitting and resting of the formwork.
13.3 - Works on the initiative of third parties
The Lessee shall bear without compensation from the Landlord all works which would be carried out in the immovable or on the public road, even if it would create a discomfort for its operation even if the latter had to exceed forty days.
13.4 - Work due by the Lessee
13.4.1 - General provisions
The Tenant will enjoy the leased premises in good stead and will maintain them permanently and their equipment and facilities in perfect condition. He will also carry out, at his own expense, throughout the duration of this lease, all repairs, repairs, replacements, Including those falling within the scope of Article 606 of the Civil Code, or brought up to standards of whatever nature or importance, which would be necessary or useful, as and when they are, without exception or Reserves, including those due to age, major case or imposed by the administration, by laws or regulations.
The Lessee expressly waives all guarantee and indemnification by the lessor as a result of defects or defects of any kind, even due to obsolete or force majeure, affect directly or indirectly, the leased premises or the immovable in which it is located.
In particular, it must: - maintain and replace, if necessary, all specific equipment (air conditioning, ventilation, electrical installations, telephone, etc.) in accordance with the standards in force and make them in perfect working order; At its own expense, any meter replacement and any change in connection or installation that may be required by any dealer or distributing company,
- Maintain and replace if necessary the closures, shutters, closing curtains and make them in perfect state of cleanliness, maintenance and operation.
- Maintain and replace if necessary floor coverings and remedy the appearance of spots, burns, tears or any degradation in general.
- Maintenance of paints and wall coverings or partitions by repairing them whenever necessary.
- Maintain or assume the renovation itself if the building is rented to him in full, or if he leases only one part to reimburse the lessor his share of the maintenance or repair of the facades of the building 'building.
It shall also reimburse the Lessor for the cost of any work of any nature or importance, including renovation or replacement, which would be carried out in the common areas of the building or building complex or Made by the Lessor at the place and place of the Taker to compensate for the deficiency of this one.
The Lessee will be liable for any damage arising as a result of abuse of use either by its act or by a third party. He shall under no circumstances do anything or let anything that may damage the premises and he shall immediately notify the Lessor of any deterioration or deterioration that may occur in the rented premises.
13.4.2 - Works prescribed by the Administration, laws or regulations
The Tenant will do his / her personal business for the duration of the lease of the conformity of the premises and their permanent maintenance in compliance with all the existing and future applicable administrative and police regulations, both in the premises and in the activity which Shall be exercised therein, and in particular the regulations governing establishments receiving the public and / or the Buildings of Great Height applicable to it.
It will also undertake to obtain the authorizations prescribed by the texts in force and to come for the exercise of its activity in the rented premises.
It will comply with all recommendations and injunctions issued by the Labor Inspectorate, the Hygiene and Safety Commissions and more generally of all the Services Administrators concerned so that the Landlord cannot be concerned or even sought on this subject.
It is also agreed that, in the event that the Administration or any authority whatsoever, would at any time require a modification of the premises subject to this lease as a result of the activity of the Lessee, It is also agreed that, in the event that the Administration or any authority whatsoever, would at any time require a modification of the premises subject to this lease as a result of the activity of the Lessee, and even if this requirement is constitutive In case of force majeure, all the costs and consequences of these modifications, adjustments and adaptations will be fully borne by the Lessee who is obligated to do so. This work must be carried out within the prescribed time limits in such a way that the liability of the Lessor cannot be sought in any capacity whatsoever. Such work, whatever its nature, shall, upon termination, be carried out in accordance with the provisions of Article 13 hereof. In case of expropriation for public utility as well as in case of amicable settlement in the context of a project of general interest, the Lessee cannot claim anything from the Landlord, all his rights being reserved against the expropriating party or the transferee. This work should be completed within the time prescribed so that the responsibility of the landlord can be sought in any capacity whatsoever.
This work whatever kind shall, on pain of termination, be executed in accordance with Article 13 hereof.
In case of eminent domain or in case of amicable transfer regularized as part of a project influence of general interest, the Lessee may not claim anything to the Lessor, all rights are reserved against the expropriating party or the transferee.
13.4.3 –Failure by the lessee of the work to its charge
The work done or caused by the Lessee shall be subject to the Landlord's control or its representative.
A failure to execute any work incumbent on the Lessee, and after formal notice remains unsuccessful over a month, the landlord will replace it and to realize by all companies of his choice at the exclusive expense of the Lessee, without prejudice however good seems to the Lessor of the application of the termination clause stipulated below, and all costs resulting from the damage caused by failure to observe the provisions of this clause and those incurred in the proceedings.
13.5 - Maintenance and Maintenance Contracts
To ensure regular maintenance, safety and durability of the building, the Lessee shall, at the option of the Lessor or subscribe and renew all maintenance contracts and maintenance of the rented premises and their installations and facilities and provide a copy to the Lessor within one month of its entry into enjoyment and every year, pay to Lessor the cost of the contracts that it would subscribe himself.
It will be checked annually and at its expense, the functioning and the conformity the regulatory standards for equipping all local facilities, by a body approved by the Plenary Assembly of Insurance Companies against fire.
It will meet the requirements contained in these reports and solve all compliance work needed.
Without subscription contracts listed above on time, the Lessor may, in the manner stipulated above, enter into itself such contracts with companies of choice and demand repayment of their cost to the Lessee.
13.6 - Asbestos
The Lessee acknowledges having received prior to date the technical file asbestos established at the initiative of the Lessor under the laws and regulations in force at the date of conclusion of this lease.
In case he would seize the Lessor an application for authorization to work and where the latter would give him the Lessee shall carry out its work, including those relating to the possible presence of asbestos and, if appropriate, that 'to his confinement or withdrawal, in his capacity as prime contractor under its responsibility and at its sole expense. In such a case, it will be up to him to ensure strict compliance with all legal and regulatory requirements in force, so that the Lessor is never worried nor sought.
In the event that would prove the need for work to withdraw or appropriate containment of asbestos in the building or the leased premises, the Lessee renounces to the landlord in any application, including indemnity, and that in any form whatsoever (including to resolution or termination of the lease, rent reduction, compensation or other ... ..) and regardless of the duration of such works and their impact to the Lessee.
ARTICLE 13.7 - Accession
All work, embellishments, upgrades, installations and other constructions made by the Lessee there, including those that might be imposed by laws and regulations, will become at the end of this lease, the property of the landlord without compensation and without prejudice right reserved to the Lessor to demand from the Lessee at its expense the discount in the initial state of the premises for the work that would have been authorized or not by him.
The Tenant agrees not to remove or dismantle the facilities, installations or improvements authorized or not by the landlord without the consent of the latter.
ARTICLE 13.8 - Repayment of local
A month before the end of the lease the Lessee shall inform the Lessor by registered mail with return receipt to the date of his move and communicate his new address.
Before any removal, even partial, of furniture and equipment, the Lessee shall have paid all the rent and terms of accessories and justified presentation of acknowledgments of payment of contributions to his office, as the years passed and the year in progress.
§ 1 - Pre-inventory - The situation today
The Lessee shall, not later than the day of the expiry of the lease, return the rented premises in perfect condition.
The Lessor may proceed with the establishment of a pre-inventory the expense of the Lessee.
In all cases, there will be at the expense of the Lessee, in a contradictory output places at the request of the landlord, will be performed by a bailiff.
This inventory, the date will be determined by agreement between the parties will be held no later than the day the lease expires.
§ 2 - Output Works
If, given the state of fixtures, work charged to the Lessee prove necessary, it shall, within fifteen days of the notification made by the Lessor quotes or cost estimates prepared him at the option of the latter by its own technical services or by all providers of their choice to agree or make its detailed and justified on such estimates or cost estimates observations.
If silence or unjustified protest the Lessee before the expiry of this deadline, estimates or cost estimates presented by the landlord can no longer be challenged by the Lessee and will be deemed accepted by him.
The Lessee will be required to pay the lessor without delay liquidated damages in the amount of restoration work.
This allowance will be granted to the lessor without it being required to carry out the work for any reason whatsoever.
Furthermore, if these works require immobilization of the building beyond the term of the lease, the Lessee shall bear the Landlord and solve the compensation provided for in Article 18 hereinafter.
ARTICLE 14 - LOCAL TOUR
§1 - visit during the course of the lease
The Lessee will leave the Lessor, his representative, architect or Technical Design Office and all other contractors and workers to enter the rented premises and visit them to see their condition, whenever it is deemed useful.
It will also let all work deemed useful by allowing workers who have to carry out this work to enter the rented premises.
§ 2 - Visit during the notice period
The Lessee shall leave to visit the premises by the landlord, his representative or prospective tenants in the event of termination of the lease during the notice period.
If necessary, he will suffer the affixing of signs and posters intended to enable the search for a new tenant at locations suitable to the Lessor.
§ 3 Tour in case of sale of the building or leased premises
The Lessee shall leave at any time to visit the premises by the landlord, his representative, technicians or prospective investors in case of sale of the building or leased premises. If necessary, the landlord may apply to any place of his choice, signs, posters, announcements etc. ... or intended to enable the search of the buyer.
ARTICLE 15 - RISK INSURANCE AND REMEDIES
15.1 - Insurance Lessor
The Lessor will ensure the financial consequences of the liability it may incur as owner.
The Lessor will ensure its property and all the amenities and immovable nature of facilities, including the premises are equipped with the lease takes effect and in particular against the risk of fire, explosion, storm and water damage.
Furthermore, the Lessee shall reimburse Lessor all insurance premiums contracted by the Lessor. As such, the Lessee agrees to notify the landlord by registered letter of any cause of aggravating risks arising from the development of its local or activity and any changes that will be subsequently made therein, and to support the additional premiums that could result to the Lessor.
If the activity carried out by the Lessee led either to the owner or to the neighbors or roommates, insurance premiums, the Lessee should pay those concerned the amount of those premiums.
15.2 - Insurance Lessee
Lessee guarantee to the manifestly solvent Insurance companies, the financial consequences of civil liability he may incur due to its activities, including with respect to neighbors and third parties in general.
It will guarantee to a manifestly solvent Insurance companies, its own assets and facilities that carry out, against all insurable risks, particularly against the risk of fire, explosion and water damage.
It will subscribe a guarantee operating loss and broken glass from taking possession of the leased premises.
It shall maintain and renew such insurance , regularly pay the premiums and contributions and justify the lessor to any request on his part and in any case on each anniversary date of the lease and for the first time, at the signing hereof.
15.3 - Waiver of action
The Lessee and his insurers waive any recourse against the Lessor and his insurers because of the destruction or total or partial damage of all equipment, furnishings, any values and goods due to deprivation or disorder enjoyment of the leased premises and even in case of total or partial loss of the business, including intangible elements attached to that fund.
The Tenant undertakes to denounce this clause to its insurers.
The Lessor and his insurers waive all recourse in return they would be entitled to exercise against the Lessee and his insurer’saccidental loss covered by the policies taken.
15.4 - Destruction of rented premises
Notwithstanding sections 1722 and 1741 of the Civil Code, it is agreed as follows.
In case of total destruction of the premises, or any other event affecting the leased premises or even another part of the building and necessitating the total evacuation and whatever the duration, the lease will be terminated automatically on demand the lessor or lessee, without compensation to either side.
In case of partial destruction or any other event affecting the leased premises or even another part of the building and necessitating the temporary evacuation of the building or of all or part of the leased premises and whatever the duration, lessor shall have the sole right to choose between continuing the lease or its part without termination indemnity sides.
The foregoing provisions shall apply regardless of the root cause of the destruction or disposal.
ARTICLE 16 – ASSIGNMENT
Any sale or contribution of this lease is prohibited except in full to the acquirer of the business of the lessee or the beneficiary of a contribution or merger transaction, and subject to the notification provided in Article 1690 of the civil Code.
Any sale or contribution of this lease granted (e) in violation of the preceding paragraph, without obtaining the prior permission of the landlord who will be called to assist in the act result in the termination of this lease right .
In addition, the transferor Policyholder or provider of lease rights will be co-debtor and guarantor jointly with its assignee or assignees and all successive beneficiaries of the payment of rent and accessories, and more generally the enforcement of terms and conditions of the lease.
Similarly, any transferee or beneficiary of lease shall automatically guarantee law and co-debtor jointly and severally with the transferor or the contributor of payment of any amount due to the Landlord under this Lease on the implementation of all the clauses and conditions thereof.
The foregoing provisions apply on all cases of transfer of right to lease any form whatsoever including in case of contribution to a company and must imperatively be reproduced in the deed of transfer, contribution or merger.
In all cases, the sale or supply to be concluded by deed and the Lessee shall provide the Lessor at no cost to the latter, an enforceable copy of the deed of transfer, contribution or merger, in the month of signing, to serve as enforceable, as against the transferee or beneficiary against the transferor or provider.
ARTICLE 17 - SUB-LOCATION, LOCATION GERANCE, DOMICILIATION
The Lessee will not give his rent commercial property management or a substitute, host or third domicile in the rented premises, even for free.
Total or partial subletting is prohibited.
ARTICLE 18 - OCCUPATION OR IMMOBILIZATION OF PREMISES AFTER TERMINATION OF LEASE
If, after cessation or termination of the lease, the premises would not be returned to the landlord in the due date, free of occupation and clutter, the daily occupancy compensation payable by the Tenant or his beneficiaries up 'restitution, will be equal to the last daily principal rent increased by 50% and increased loads and accessories due under this lease and VAT at the prevailing rate.
This allowance will remain due to the Lessor after the departure of the Lessee during the time required to restore the site to state under this lease if the lessee is not the process itself before his departure.
Moreover, in such cases, the deposit will remain acquired the title to Lessor irreducible lump sum and legal costs will be borne by the Lessee. All without prejudice to any other damages.
ARTICLE 19 - LEGAL CHANGES
The quality of the parties involved is a key condition of the lease, the Lessee agrees to notify the landlord in any significant legal changes promptly, including statutory changes (changing the name, legal form and registered office) or setting implementation of collective proceedings against him.
When co-takers by the effect of this lease or death of the Lessee, the obligation of the co-holders or heirs shall be deemed indivisible and united as to the payment of rents and accessories for the enforcement of clauses and conditions of this lease.
The heirs will support further and on the same terms, the costs of service under Article 877 of the Civil Code.
ARTICLE 20 – ENTRY
If this contract would be the pledge registration or object privilege, the Lessor shall immediately be notified by extrajudicial act by the Lessee, and at the latest within fifteen days of registration.
ARTICLE 21 – CLAUSE
If payment when due of any amount due under this lease, even as a penalty or prosecution costs, or rent arrears due to revision or indexing, or compensation of occupation, or for breach of any provision of the lease, and after an order to pay or perform stayed a month without effect, this lease shall, if good seems to Lessor, terminated automatically without needing to fulfill any formalities.
The judge in summary proceedings shall be competent, if necessary, to order the eviction of the Tenant and the provision condemn the occupation indemnity under section 18 above, the whole subject to the other terms provided for in this lease and any other damages.
In case the Lessee get the judge grace periods for payment of rent arrears, charges or other accessories, it is now agreed that the termination clause will be irrevocably acquired, so good seems to Lessor, not only Failure to comply with a deadline, but in case of nonpayment of rent, common charges and accessories during the course of time so obtained, without it being necessary for the landlord to send him any notice previously, the lessee being warned by the only effect of the signing of this lease.
ARTICLE 22 - RESOLUTARY OR SUSPENSIVE CONDITIONS
If the Special Conditions set out below have one or more conditions precedent or subsequent, they will be governed by the following terms and stipulations.
22.1 - If the conditions precedent, the lease will be effective only subject to and on the date of completion, within the agreed period, the last of them, or express waiver, in the same period, at or part of the conditions by the party in the exclusive interest of which they were laid. Failing to implement all or part of the conditions, unless waived by the receiving party as specified in the preceding paragraph, the lease will be retroactively deemed null and void.
22.2 - In case of conditions subsequent, the lease will be automatically resolved to the deadline in which they were to be fulfilled, and the expulsion of the Lessee may be prosecuted upon appeal to the President of the competent Grande Instance ruling in chambers, without prejudice to any damages.
ARTICLE 23 - THE VAT
The landlord says he opted for liability to VAT granted the lease, which is accepted by the Lessee. This tax will be charged to the Lessee, as well as any other tax that would be substituted or added to it.
ARTICLE 24 – JURISDICTION
For the execution of these and their consequences, the Lessee elects domicile in the rented premises and the landlord in his seat.
ARTICLE 25 – EXPENSES
All costs and fees hereof and those that would result or consequence will be borne by the Lessee that it specifically requires. As such, the Lessee shall be liable for the payment of fees act Writing in the amount specified in Article 32 of the Special Conditions .; they will be charged and payable by the Tenant simultaneously with the first billing of rents and charges.
ARTICLE 26 – DESIGNATION
The leased premises consist of an office-use tray according to the following attached map (Annex 1) as part of a freehold property owned by the Lessor, and parking in the basement as below designated:
Building:23/25 rue de Berri 75008 Paris
ARTICLE 27 – PREMISE’S PURPOSE
Premises are rented exclusively on office use and car parks.
The tenant's profession is travel selling.
ARTICLE 28 – DURATION
The lease is agree for nine years successively and will begin on February 1st 2014 and will end on January 31st 2023.
The tenant will be able to cease the contract at the expiry of each three year's term by giving notice to the leaseholder by bailiff at least 6 months beforehand apart from a case presented in the next article
ARTICLE 29 – INITIAL RENT
Annual rent is fixed at 52,794€ charges excluded and duty free. VTA at 20%. By express agreement between each parts the tenant give up on giving notice at the end of the first three years term. He will be able to give it the end of the sixth.
The rent is payable at The headquarters’ leaseholder or at any place agreed with each other by quarter and beforehand January, April, July, October 1st of each year and the first payment will be done February 1st 2014.
However, the leaseholder agree to give to the tenant an excess of 6 months charges excluded and excluding tax from February 1st 2014 to July 31st 2014. The first rent will be paid at August 1st 2014.
Charges, expenses and taxes of any nature will be due starting at February 1st 2014. The tenant will pay charges, expanses and renting taxes according to the article 32.
ARTICLE 30 – RENTING INDEXATION
Index of reference: index INSEE of the 3rd quarter 2013 being 1612
ARTICLE 31- DEPOSIT
A deposit of an annual's rent quarter taxes excluded being 13,198.50€ will be paid by the tenant at the signature of the contract.
Moreover, a security at first application of 52,794 € by a first class bank having its headquarter located in France, will be paid to the leaseholder.
The amount of the security will rise according to the rent to always reach a one year rent taxes and charges excluded.
This security will be paid to the leaseholder in a period of three weeks from signature's lease at risk of termination of the contract. It must be effective during the length of the lease and beyond 3 months after the tenant's departure.
If, for any reason the security is not effective, it should be immediately replaced by a new one with the same features and the same amount.
At the end of the first quarter, the leaseholder agree to examine the last statement of account's tenant. In case of propitious analysis, the leaseholder will be able to decide whether or not to remove the security. In return, the security is maintain.
ARTICLE 32- CHARGES
The tenant agree to pay charges, services, expanses and renting taxes being for the 1st year: 9,427.50€ all taxes included.
These charges will be paid beforehand by quarter every three months with the rent.
A regularization will be done every year.
