SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
FACTORY LEASE AGREEMENT
- Real Estate Law No. 66/2014/QH13 issued by the National Assembly on 25/11/2014, Commercial Law No. 36/2005/QH11 issued by the National Assembly on 14/06/2005 and legal documents implementation; Civil Code No. 91/2015/QH13 issued by the National Assembly on 24/11/2015 and relevant legal documents;
- Pursuant to the demand and capacity of both Parties.
This Factory lease Agreement (Hereinafter referred to as “Agreement”) is made as of……………, by and between:
LESSOR:
............................................................................................................COMPANY
Tax Code: ...........................................................................................................................
Address: ..............................................................................................................................
Tel : ................................................................... Fax: .......................................................
Bank account:................................. At: ..............................................................................
Represented by: ..................................................................................................................
Position: .............................................................................................................................
Hereinafter referred to as “Party A”
AND
LEASEE:
............................................................................................................ COMPANY
Tax Code: ...........................................................................................................................
Address: ..............................................................................................................................
Tel : ............................................... Fax: ...........................................................................
Bank account:................................. At: ..............................................................................
Represented by: ..................................................................................................................
Position: .............................................................................................................................
Hereinafter referred to as “Party B”
WHEREAS:
- Party A is the owner of the FACTORY under Certificate of ownership No. …….. issued on ……. to the party A and now party A wishes to lease out the whole FACTORY.
- Party B is …………………. Company and has demand to rent the FACTORY to conduct business.
The Parties agree to sign this FACTORY LEASE AGREEMENT with the conditions as follows:
ARTICLE 1: DEFINITION AND INTERPRETATION
1.1. "Factory Lease Agreement" means this Agreement and the Appendices attached (if any), which recognise the agreement signed between party A and party B to rent the FACTORY together with the machinery, equipment and other negotiations as set out in this Agreement;
1.2. "Machinery and Equipment" means all machinery and equipment in FACTORY at the time of signing this Agreement. Details are listed in Appendix 2 of this Agreement; MACHINERY AND EQUIPMENT is considered an integral part, which is not separated from the FACTORY and not to be considered as an independent rental objects;
1.3. “Term of Contract" or "Term of lease" means the effective period of the Agreement or the Term of lease of the FACTORY, including the extension period (if any);
1.4. "The inherit leasee" means a third party leasing the FACTORY from party B;
1.5. "Date" and "month" is calculated as specified in the Civil Code No. 91/2015/QH13 accepted by the National Assembly on 24/11/2015;
1.6. "Violation of the obligation" means a fact that a party fail to comply with their obligations/commitments under this Agreement. In addition to the evidence for the violation, a party shall only be considered as having a violated the obligation when: (i) receive notice of the other Party that they had violated obligations/commitments themselve, and (ii) agree with this notice via a confirmation notice or abstention response to the other party that it does not breach of the obligations/commitments within ten (10) working days from the date of receipt of the notice;
1.7. "Sanctions" means the form of a (i) Penalty and (ii) Compensation for damages. Accordingly, the defaulting party shall have to suffer adverse consequences under the provisions of this Agreement, except for events of Force Majeure;
ARTICLE 2: OBJECTS OF THE AGREEMENT
Party A agrees to rent and party B agrees to lease out the FACTORY, together with the MACHINERY and EQUIPMENT as attached to the characteristics as follows:
2.1 The total area of the lease FACTORY is ………m2 including:
- Building used as a production FACTORY and warehouse with the area of …….m2;
- A cantine with the area of ……..m2;
- The toilets and the campus with the area of ……m2.
The detailed drawing of the factory and the campus is shown in Appendix 1: The drawing attached to this Agreement.
2.2 MACHINERY AND EQUIPMENT:
Type, quantity, quality and origin of MACHINERY AND EQUIPMENT are listed in details in Appendix 2 and attached to this Agreement;
2.3 Party B ensure that its rights to lease out the FACTORY, MACHINERY AND EQUIPMENT are legal and commit for party A to use the FACTORY, MACHINERY AND EQUIPMENT completely, separately, without the consent of the DGM if using rental purpose in Article 3 (for example, changed the name of FACTORY...).
ARTICLE 3: PURPOSE OF LEASING
Party A signs this Agreement to lease the FACTORY, MACHINERY and EQUIPMENT with the purpose of production, business.
ARTICLE 4: DURATION OF AGREEMENT AND RENEWAL
4.1. Duration of the Agreement is ……… year;
4.2. This Agreement shall not be terminated within …….. year from the date signed, unless the Parties agree otherwise. After this period, two Parties have the right to terminate the Agreement ahead of time but they must notify the other Party at least …….. year before the intended date of termination;
4.3. At least ……. before the date of expiry, party B or party A shall send to other Party a notice to extend the Agreement, which the price to rent the FACTORY shall be negotiated based on market price. Within thirty ……. after receiving the notice, the receiver must give a written reply on the approved extension or not. In case agree to have extension, two Parties shall sign the Annex on the extension of the Agreement. In case party A or party B does not send notice of reply, the Agreement shall be ended automatically on the expiry of the Agreement;
4.4. On the date of delivering the FACTORY, MACHINE and EQUIPMENT is ………. On the date of delivering the FACTORY, MACHINERY and EQUIPMENT, two Parties shall make and sign a handover minutes of the FACTORY, MACHINERY AND EQUIPMENT;
The date of delivery of the FACTORY as specified in this clause may be earlier or later than ……. day from the date of maturity.
ARTICLE 5: RENT AND PAYMENT AND VAT INVOICE
5.1 FACTORY Rental:
- The price of rent: …….VND/month (By word: ………………….per month) including VAT;
- Rent of FACTORY includes all taxes, charges and fees involved.
5.2 Mode of payment:
- Party B can payment by cash or by bank transfer;
- In case of payment by bank transfer, Party B shall make payments to Party A by bank transfer to the accounts designated by Party A;
5.3 Issue the VAT Invoice:
- Within ……. working days from receiving the FACTORY Rental in the month, party A must issue VAT invoice and sending to party B;
- Issued invoice must clearly state the content of invoice as "……………….." for a total amount equal to the price during the month.
ARTICLE 6: REPAIR AND REFUND THE FACTORY, MACHINERY AND EQUIPMENT
6.1 Party B immediatelly notify to the party A any damages has occurred or may occur for WORKSHOP, MACHINERY AND EQUIPMENT following the regular observation of party B without no fault of party B and have the right to request for party A to carry out the repair within twenty-four (24) hours after receiving the notice. The repair, if that affects the production of party B, party A shall have prior notice, otherwise you shall have to compensate for losses incurred;
6.2 Notice to party A in the case of party B needs repair, renovation, upgrading FACTORY, MACHINERY AND EQUIPMENT. Party A protests only when there is good reason. Changes after the correction does not need to be lifted or restore the original state as set at the end of the Agreement, any changes shall become property of the DGM when AHS returns the FACTORY that party A are not reimbursed any costs for party B, except for terminating the Agreement by party A before the deadline with no fault of party B;
6.3 Delivering the FACTORY, MACHINERY AND EQUIPMENT for DGM as soon as the lease term expires or when this Agreement is terminated ahead of time by handover minutes of that negotiated and signed by both parties.
ARTICLE 8: SUBLEASE THE FACTORY
7.1 Party B has the right to sublease FACTORY for third party when satisfying the following conditions:
- Notify to party A at least thirty ……. day since the date having plan to lease;
- The third party agrees to commit to continue performing on behalf of party B full of right and obligation under this Agreement.
7.2 When having the conditions in Article 7.1 of this Agreement, party B, party A and a Third Party shall establish the Appendix of Agreement to reflect the transfer of rights and obligations of party B to a third party.
ARTICLE 8: INFRASTRUCTURE, POWER, WATER AND TELECOMMUNICATIONS
8.1 Party A has the responsibility for ensuring a supply of power, continuous and stable for operation of party B in the lease term, except for force majeure
8.2 All FACTORIES are equipped with lighting system for manufacturing, electrical, telephone and internet. Party B must pay the costs when using this; electrical, telephone and internet. Party B must pay the costs when using this systems;
8.3 Party A shall provide sufficient water for party B in the lease term, except for force majeure.
ARTICLE 9: SANCTION DUE TO VIOLATING THE OBLIGATION
9.1 Impose violation:
- When a party is considered in violation of obligation, they shall be bear the penalty as eight percent (08%) of the value of violated obligation Agreement;
- The Party is considered violating shall pay in the form of transfering the fine to the other account within …….. working days from the date the violation was considered obligation.
9.2 Compensation:
- When a party is considered to consider of the obligation to cause damage to the other Party, they shall be full compensation for losses in the form of transfering to the account of the other Party within ……… working days from the date determined by the value of damage;
- Value of compensation in cash or in kind shall be agreed if the damaged party agrees.
ARTICLE 10: INSURANCE
10.1 By its own expense, party B purchase and maintain insurance for property, equipments and facilities that party B installed and equipped in FACTORY prescribed by law;
10.2 By its own expense, party A must purchase and maintain insurance for FACTORY, MACHINERY AND EQUIPMENT from party A's insurance company or other insurance company on condition that the value of payment when situation of insurance distribution must be at least equal value in the accounting books of the damaged property.
ARTICLE 11: TERMINATE AGREEMENT
11.1 This Agreement shall terminate in one or more of the following cases:
- The lease term ends, which may not be extended under Article 4 of this Agreement;
- Either party is bankrupt or dissolved;
- FACTORY was destroyed or damaged to the extent absolutely can not be used;
- In case of force majeure prevents the contract two Parties in …….. consecutive months;
- The two parties agreed to terminate the contract ahead of time;
- Other cases prescribed by law and contract.
11.2 Upon the termination of the contract, two Parties shall sign a record of a minute to liquidate the contract and fulfill any outstanding payments, refund obligations to each other, missing material liability (if any).
ARTICLE 12: MISCELLANEOUS
12.1 During the term of this Agreement, all appendix, amendment to this Agreement must be in writing and only take effect as concluded by sufficient authorized representatives of the Parties.
12.2 Issues that are not mentioned in this Agreement shall be in accordance with the laws of VietNam.
12.3 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
12.4 The Agreement shall takes effect after concluded by duly authorized representative of the Parties.
12.5 The Agreement shall automatically expire after the Parties fulfill their obligations in this Agreement.
12.6 The Agreement shall be in both Vietnamese and English. In case of any discrepancies or inconsistencies between the English version and Vietnamese version, the Vietnamese shall prevail.
ARTICLE 13: IMPLEMENTATION PROVISIONS
13.1 This Agreement shall be made in four (04) copies in Vietnamese/English bilingual edition includes 24 pages each, party A keep two (02) and party B keep two (02) with equal valid;
13.2 This Agreement includes three (02) Appendix as follows:
- Annex 01: Detailed description FACTORY – founded by party A;
- Annex 02: Detailed MACHINERY AND EQUIPMENT – founded by party A;
13.3 This contract takes effect from the Date of signinging. /.
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ON BEHALF OF PARTY A (sign, full name, stamp) |
ON BEHALF OF PARTY B (sign, full name, stamp) |
