General Terms and Conditions for the Lease of Business Premises - the BRAND RETAIL SPACE of LIGANOVA GmbH (hereinafter “landlord”) at Herdweg 59, 70174 Stuttgart – Basement Floor
§ 1. SCOPE, AREA OF APPLICATION
1. These General Terms and Conditions of Business apply exclusively for relationships with tenants who are entrepreneurs in the meaning of § 14 of the German Civil Code (BGB) even if reference is no longer made to them for individual transactions unless explicitly agreed otherwise in writing.
2. They apply exclusively even if the tenant refers to divergent or supplementary terms and conditions in a confirmation. Provisions which amend or annul these conditions only apply after written confirmation by the landlord. Conflicting confirmations of order by the tenant referring to the tenant’s General Terms and Conditions of Business are hereby contradicted; this also applies to references to the tenant’s own General Terms and Conditions of Business in printed forms.
3. The General Terms and Conditions of Business currently applicable may be seen at any time on the website of the landlord (www.xxxxxxx.com). The inclusion and interpretation of these Terms & Conditions of Business and the conclusion and execution of the leasing contract with the tenants are governed exclusively by the law of the Federal Republic of Germany.
4. These Terms & Conditions of Business supersede all prior Terms & Conditions of Business.
§ 2. Leased Premises, Purpose of Use, CONCLUSION OF CONTRACT
1. The landlord is the owner of Brand Retail Space in the Basement of Herdweg 59, 70174 Stuttgart. The landlord leases to the tenant the following space: Basement Floor of the Building Herdweg 59, 70174 Stuttgart, including toilets in the basement and terrace (hereinafter “leased space”).
2. During the leasing period the tenant will use the leased space for events, workshop(s), meetings, lectures and other events of that kind. The leased space shall not be used as a selling point, a (branch) office or any other long-term business action. Any change in the nature of the agreed use carried on in the leased premises shall be subject to the landlord´s prior written consent. Extra services (e.g. catering, photographer, dj etc.) shall be ordered exclusively through the landlord; the tenant shall not provide such services itself or procure them from a third party without prior written consent of the landlord.
3. A lease contract can only be concluded through a written document (“Template Lease of Business Premises – Brand Retail Space”). The landlord does not grant protection of competition or exclusive use for any industry category.
4. The tenant has made a thorough inspection of the leased premises and is therefore familiar with its present condition. It shall be the responsibility solely of the tenant that the leased premises are technically and in general suitable for the agreed use.
5. All collateral agreements and amendments to the lease contract require the written confirmation of the landlord to be valid. Communication by fax and/or email is also deemed to be written form.
§ 3. Term of Lease
1. The lease shall begin on the agreed time and date #1 and end on the agreed time and date #2 according to the signed lease contract. The term of lease cannot be prolongated without prior written consent of the landlord. The lease shall not be deemed renewed for an indefinite time if the tenant continues the use of the leased premises beyond the end of the term of lease. § 545 of the German Civil Code shall be excluded.
2. The parties take a joint record at the beginning and the end of the term of lease. In the joint record all defects, deficits and damages of the leased space, the interior, the technical equipment etc. shall be listed and photographed.
§ 4 Total Compensation / Rent / VAT
1. The total compensation comprises the net rent and the net compensation for extras and services (e.g. catering). at If there is a period exceeding four months between the conclusion of a lease contract and the start of term of lease, the landlord my make reasonable adjustments of the total compensation for a legitimate reason (e.g. suppliers like a catering service raised prices).
2. 50% of the total compensation shall be payable in advance at the day the leasing contract is signed. Unless otherwise agreed with the tenant, the other 50% must be payed within ten days after receipt of the respective invoice without deduction. Other conditions of payment need a prior written consent of the landlord. The tenant shall, at the request of the landlord, grant the landlord a direct debit authorization (“Lastschriftermächtigung”).
3. The landlord has waived exemption of VAT pursuant to § 4 Nr. 12 a) of the German VAT Act in respect of leasing of the leased premises pursuant to § 9 of the German VAT Act (VAT option). Therefore, the tenant shall pay VAT at the rate applicable at the time in question (currently 19%) in addition to the rent / total compensation. Due to tax regulations (§ 9 subsection 2 German VAT Act) the tenant undertakes to use the leased premises exclusively for purposes that do not preclude deduction of input tax on the part of the tenant pursuant to the statutory provisions of law applicable at the time of conclusion hereof. Furthermore, the tenant undertakes to provide the landlord at its request and without delay at any time with those documents that the landlord requires in order to discharge its disclosure obligations towards the fiscal authorities pursuant to § 9 subsection 2 of the German VAT Act. Hence the landlord can require the tenant to submit those documents and/or statements that the fiscal authority with which it is registered requires.
§ 5 LIABILITY OF THE LANDLORD
1. The statutory no-fault liability of the landlord for initial defects of the leased premises is hereby excluded.
2. The tenant shall not be entitled to claim damages, including damages based on any pre-contractual obligations or on tort, unless arising by
- willful misconduct or gross negligence of the landlord or any of its agents or servants; or
- negligent violation of a material contractual duty by the landlord or any of its agents or servants; or
negligence of the landlord or landlord´s agents and servants in respect of landlord´s duties in a way causing injury to life, body or health; or
- lack of a guaranteed quality of the leased premises; or
any compulsory statutory liability of the landlord or the landlord´s agents and servants.
3. The tenant may not claim any rental payment reduction or retention unless on the basis of claims recognized by declaratory judgment, or undisputed claims. Any reimbursement claims of tenant pursuant to § 812 German Civil Code (BGB) shall remain unaffected.
4. The tenant knows that the leased spaces are situated in the basement floor of an office building used by LIGANOVA as Headquarter Office. Accordingly, there might be nuisance by co-working people during the term of lease which the tenant must tolerate insofar as they do not affect the use of the leased premises by the tenant significantly. Any claims by tenant on such nuisance shall be excluded.
5. Any exclusion or limitation of liability in these General Terms shall also apply to the benefit of landlord´s agents and servants.
6. Any exclusion or limitation of liability in these General Terms does not apply to damages resulting from injury of life, body or health. In this respect, the landlord is liable without limitation in the event of willful misconduct and negligence-also of its legal representatives or its agents or servants.
§ 6. COLLABORATION, OBLIGATIONS OF INFORMATION AND NOTIFICATION
1. The tenant undertakes to inform the landlord immediately and continuously about all material matters relating to the lease. This particularly includes, in so far as available, the immediate forwarding of plans and their variations/changes relating to the intended use of the leased spaces. The tenant must inform the landlord promptly in writing about circumstances which impede or bring into question the timely execution of the contract.
2. The tenant is obliged to inform LIGANOVA without delay and in writing about all factors which arise during the planning, preparation and course of the lease.
§ 7. CANCELLATION COSTS
If the tenant cancels the lease at the latest one week before the starting date of the term of lease, the tenant can keep all advance payments (see above § 4 Nr. 2 – 50%). If the tenant cancels the lease later than one week before the starting date of the term of lease, the total compensation is fully payable. Other arrangements must be confirmed in writing.
§ 8. Use of the leased premises / Liability of the tenant
1. The leased premises shall be handled with care and kept clean by the tenant. The obligation to keep the leased premises safe for use shall lie with the tenant. The tenant must report any damage to the landlord without delay.
2. The landlord has the right to draw up house rules and decide their content at its reasonably exercised discretion (e.g. no smoking inside, no excessive noise inside and outside).
3. The tenant shall be liable for any and all damage that occurs inside the leased premises and at the outdoor terrace, also in the event that the damage was caused by its members, employees, staff members, visitors or guests, suppliers or workmen. Any damage to or soiling of the property and the building outside the leased premises that are caused by the tenant, its members, visitors or guests, suppliers or workmen or for which any of the aforesaid are liable shall be removed by the tenant without any request being necessary and without delay.
4. The tenant is responsible for any items, documents and data that it introduces into the leased spaces. In this respect, the landlord is not liable for the loss of, the theft of and any damage to such items, documents or data unless this is attributable to gross negligence or intent on the part of a legal representative, an executive employee or other vicarious agents of the landlord. Items that the tenant introduces into the premises are not covered by the landlord´s insurance. Where applicable, the tenant will arrange for appropriate insurance to protect against the risks of damage of people (e.g. guests), items, data or business interruption.
5. The tenant will ensure that the legal requirements for the implementation of events (e.g. any approvals to be obtained, registrations, payment of fees (GEMA) etc.) are met and that during the term of lease all statutory regulations are complied with. If the tenant will not meet these requirements, it will indemnify the landlord from all claims asserted by third parties in this respect.
§ 9. STRUCTURAL ALTERATIONS BY THE TENANT
1. The tenant shall require the landlord´s prior written consent to make any fixtures and alterations in the leased premises, including the affixing or alteration of fixed installations. The tenant must submit to the landlord adequate layout plans prior to such work. The tenant shall not put up permanent advertisements, signboards or other operating facilities outside the leased premises.
2. The tenant shall be liable for all damage that occurs in connection with the construction work carried out by the tenant and shall indemnify the landlord against any and all claims of third parties in this connection.
§ 10. DOMESTIC AUTHORITY / SUB-LETTING
1. The landlord or its representatives have the right to enter the leased spaces at any time during the term of lease. The domestic authority always remains in the hands of the landlord. The landlord shall not severely disturb the events etc. the tenant.
2. The tenant never has the right to sub-let the leased premises.
§ 11. KEYS AND CODE CARDS
1. Generally the tenant gets no keys or code cards for the building Herdweg 59, 70174Stuttgart. If exceptionally the tenant gains possession of a key or code card, he shall never copy the key or code card and must return it at the latest when the term of lease ends. The landlord shall be notified of the loss of any key or code card without delay
2. If a key or a code card for a lock is lost, the landlord can have the entire lock system changed at the expense of the tenant unless it can be assumed that abuse of the lost key or lost code card can be excluded.
§ 12. TERMINATION
1. Generally any notice to terminate the lease must be in writing. Exceptionally the landlord may terminate the lease for extraordinary reason without writing (e.g. vandalism of the tenant or his guests)
2. Both parties may terminate the lease for good cause without any notice period. The landlord may terminate the lease at any time forthwith for extraordinary reason, particularly:
- if the tenant is in delay in paying the rent / total compensation or the advance payment; or
if the tenant is under a duty to make a statement in lieu of an oath pursuant to § 807 German Code of Civil Procedure (ZPO) or a comparable statement or if the tenant has initiated an out-of-court procedure for the settlement of its debts or if the tenant has applied to open the insolvency proceedings over its fortune or if the tenant has suspended its payment; or
if the tenant, despite receipt of a warning notice, fails to comply within an adequate period of time with material contractual duties, despite being notified, in a reasonable period of time.
§ 13. EXPIRY OF THE TERM OF THE LEASE
1. Once the term of lease is ended, the tenant will return the leased spaces, interior, technical equipment etc. in a defect-free, clean and usable condition. It will remove all items introduced into the leased spaces by the tenant or his employees, staff members, visitors or guests, suppliers or workmen, and will restore the leased spaces to the condition they were in when they were handed over. The landlord will remedy visible signs of use and damage to floors, floor coverings, walls or inventory at the tenant´s expense plus a reasonable handling fee of 15 % of the actual remedial costs; the handling fee will be omitted or be less if the tenant can prove that the actual costs were lower. The tenant will pay such costs and the handling fee plus VAT within ten days after receipt of the respective invoice without deduction.
2. The tenant shall return the leased premises to their original state when the lease ends insofar as the landlord refuses to take over the alterations or decorations the tenant had carried out and/or the fittings and fixtures added to the leased premises by the tenant.
§ 14. DOCUMENTATION / REFERENCE MARKETING
The landlord has the right to publish pictures/films of the tenant´s event and to mention publicly that the tenant leased the premises of the landlord for business reasons. Personal rights of the tenant or his employees, staff members, visitors or guests, suppliers or workmen shall be respected.
§ 15. FINAL PROVISIONS
1. Amendments of or additions to these General Terms and Conditions of Business are only valid if they are agreed in writing.
2. Jurisdiction lies with the courts of Stuttgart, § 29 a German Code of Civil Procedure (ZPO)
3. LIGANOVA reserves the right to amend these General Terms & Conditions where this is not unreasonable for the tenant. This is the case regarding terms of less importance where the amendment does not cause a change to the overall structure of the leasing contract. Terms of greater importance include- without limitation -provisions concerning the nature and scope of the contractually agreed services, the term and the termination of the leasing contract. The tenant will be notified of the amendment in due time.
§ 16. FINAL PROVISIONS
If individual provisions of these General Terms & Conditions are or become invalid this does not affect the validity of the remaining provisions or the lease contract. The invalid provision is to be replaced by a valid provision which comes closest to the economic meaning and intent of the invalid clause.