OF THE LEASE AGREEMENT
The Parties agree that the capitalized terms used in this Agreement will have the meaning ascribed to them below, unless otherwise indicated by the context:
EMS Employees – Means the personnel of EMS (Euro Mini Storage Romania SRL, a company having number of registration with the Trade Registry J40/3844/2007, Sole Identification Code RO21194805);
Office – Means the department of EMS whose responsibility is to manage the EMS Compound and ensure contact with clients/lessees;
Goods – Means any movable goods save for the Forbidden Goods;
Access Card – Means the card that enables LESSEE to enter the EMS Compound, respectively the Office Access Area and the Client Access Area (in all cases) and the Common Areas (in case the Unit cannot be accessed directly from the Client/Lessee Access Area);
Rent – Means the amount to be paid monthly by the Lessee in consideration of the lease of the Unit, whose value is specified in Section C of the Agreement;
EMS Building – Means the building owned by EMS/Lessor and located at 42J Theodor Pallady Boulevard, 3rd district, Bucharest and comprising various spaces such as the spaces intended for lease, the Common Areas, the Office Area, the EMS store, etc;
EMS Compound – Means the premises consisting of the EMS Building, the
Office Access Area and the Client Access Area;
General Conditions – Means the part of the Agreement providing for the general terms and conditions that apply to the lease of the Unit;
Agreement – Means the agreement pertaining to the lease of the Unit, including the General Conditions and the schedules;
Client’s/Lessee’s Identification Data – Means the data specified in Section A of the Agreement or comprised in schedule 1 for the purpose of identifying the Lessee (including data related to the LESSEE’s representatives, if applicable);
Term of Lease – Means the period during which the Lease is in force; Security Deposit – Means the money transferred by the Client to EMS as a guarantee for payment of the amounts which might be due by the Client to EMS under the Agreement;
Major Infringement – Means a significant infringement of the Agreement, as indicated in the General Conditions;
Lease – Means the Lessee’s right to use the Unit owned by Lessor (including the right to enter the EMS Compound and to benefit from the Services rendition), according to the Agreement, and the related obligations of EMS to grant such use (and allow such access and ensure the rendition of the Services);
Price List – Means the EMS document specifying the list of Additional Services (and eventually of Products), their tariffs and specific conditions for their performance (or sale), as this list might be modified or updated periodically by EMS;
Forbidden Goods – Means goods whose storage in the Unit is forbidden, as
listed in the General Conditions;
Night Access Hours – Means the time during which the access to the Unit is conditioned by payment by the LESSEE of the Night Access Fee, respectively 23 – 7 from Monday to Sunday;
Regular Access Hours – Means the time during which the Unit may be accessed by the LESSEE without paying the Night Access Fee, respectively 7 – 23 from Monday to Sunday;
Office Opening Hours – Means the time during which the Office is open to
public / clients.
Authorized Persons – Means the persons registered with LESSOR by LESSEE as persons to whom LESSEE whishes to allow access into the Unit;
Service Charge – Means the amount to be paid monthly by LESSEE in consideration of the Services’ performance, whose value is specified in Section C of the Agreement;
Products – Means the products that can be bought from EMS (generally made available in the store organized in the EMS Building);
Purpose of Lease – Means the purpose for which LESSEE may use the Unit, as defined in the General Conditions; Services – Means the services needed to ensure the appropriate use of the Unit and of the EMS Compound, including provision of utilities, maintenance, repair and cleaning services;
Additional Services – Means the services that may be performed by EMS based on the Client’s request and on Client’s acceptance of the Price List’s provisions; such services may include (but are not limited to): receiving shipments on behalf of the Client, arranging the shipment of goods at the Client’s request, goods transportation services, renting equipments, goods maneuvering;
Common Areas – Means the spaces intended for the general and common access of the clients and of the public inside the EMS Building, including passageways, elevators, toilets, and generally spaces that allow access to the units which may not by accessed directly from the Client Access Area, and excluding the units (or other spaces to be leased), the Office Area, or other zones with restricted access (as indicated in the EMS Building);
Office Access Area – Means the enclosed space (in the courtyard) adjoining the EMS building, through which the clients and the public may access the Office Area, by foot or by vehicle;
Client Access Area – Means the enclosed space (in the courtyard) adjoining the EMS Building, through which the clients access the spaces leased in the EMS Building;
Night Access Fee – Means the amount that LESSEE must pay monthly in order to benefit from access to the Unit during the Night Access Hours;
Unit – Means the space that is leased by LESSEE from LESSOR according to the Agreement, as described in Section C of the Agreement;
Office Area – Means the space within the EMS building which is used as offices for the EMS Employees. N.C.C.- the provisions of the New Civil Code, adopted by Law no. 287/17 July 2009, effective as of 1 October 2011.
2 OBJECT OF THE AGREEMENT
2.1 In exchange of the Rent and the Service Charge, LESSOR hires out the Unit to LESSEE, and LESSEE hires the Unit from LESSOR. By virtue of article 1777 N.C.C, LESSOR undertakes to ensure the successful usage of the Unit by LESSEE.
2.2 Additionally, based on the LESSEE’s request, LESSOR will render Additional Services and will sell Products to LESSEE, according to the provisions of the applicable Price List.
3 INTERDICTION OF SUBLEASE AND ASSIGNMENT
3.1 LESSEE may not sublease the Unit or assign the Agreement, without the prior written and express consent of LESSOR.
4 PURPOSE OF LEASE
4.1 The Purpose of Lease is the storage by LESSEE, in the Unit owned by LESSEOR, of Goods which are the property of LESSEE
4.2 LESSEE understands and agrees that:
(i) the Agreement was concluded by the Parties in consideration of
such specific Purpose of Lease;
(ii) the Purpose of Lease cannot be modified without the express, prior and written consent of LESSOR;
(iii) failure to observe the Purpose of Lease represents a Major Infringement, irrespectively of the duration and type of such infringement.
(iv) registration of a main or secondary office at the Unit is allowed to LESSEE provided that such right is expressly stipulated in the Agreement or in other document issued by LESSOR.
5 FORBIDDEN GOODS
5.1 LESSEE understands and agrees that he is not allowed to use the leased UNIT for storing in it any of the Forbidden Goods described below:
(i) toxic, flammable (such as gas, paint, petrol, oil or cleaning solvents) substances;
(ii) corrosive or caustic substances which may affect the skin or other materials;
(iii) substances which are dangerous to the environment;
(iv) chemicals, radioactive materials, biological agents;
(v) combustible, petroleum products;
(vi) trash, waste materials of any kind, perishable materials;
(vii) asbestos or materials which contain asbestos;
(viii) compressed gases or vessels for compressed gases;
(ix) any item which emits any vapor, gas, smoke, smell or noise;
(x) plants (live or dead), live or dead animals (including birds);
(xi) food of any kind (including animal food);
(xii) explosives, ammunition or weapons, or components thereof;
(xiii) organs of animal or human origin;
(xiv) live or viable substances (such as cell cultures);
(xv) fur, works of art, collector’ s items, irreplaceable objects;
(xvi) objects having a special or emotional value for the Client;
(xvii) money (bills / coins) or securities;
(xviii) wrecked vehicles or which are not in a state according to the technical requirements;
(xix) any illegal substances (such as drugs), goods illegally obtained or whose possession is illegal;
(xx) dangerous substances, respectively any substance regulated by Romanian laws pertaining to dangerous substances, particularly the laws transposing the European regulations in this field (currently the Council Directive 67/548/EEC of 27 June 1967 on the approximation of laws, regulations and administrative provisions relating to the classification, packaging and labeling of dangerous substances);
(xxi) any goods whose presence, storage or use is subject to specific regulations;
(xxii) goods which does not belong to LESSEE;
(xxiii) any item (or group of items) whose weight exceeds the maximum load capacity in the Unit, respectively 400 kg/mp; in case the type of Unit is “locker” (unit whose doors are of approximate 1 meter height) the maximum load capacity is 200 kg/sq.m.
5.2 Using the Unit for storing any Forbidden Good represents a Major Infringement, irrespectively of the duration of storage, LESSOR being entitled in this case to apply also a tax of Euro 250 (two-hundred-fifty), VAT exclusive on each such occasion, apart from the right to terminate the Lease.
5.3 In case LESSOR has reasons to believe that a Forbidden Good is stored in the Unit, LESSEE understands and agrees that LESSOR is entitled – immediately and without any other consent of LESSEE – to remove the lock, enter the premises of the leased, draft a findings minute and dispose of any such Forbidden Good (or hand it over to the authorities, if required by the law, or take any other measure that EMS may consider necessary given the nature of the Forbidden Good), on the LESSEE’s expense, according to article 1220 par. 1 of N.C.C.
5.4 In case LESSOR considers that the Forbidden Good poses no immediate danger to the Unit, to the EMS Compound or the EMS’s business or reputation, LESSOR may ask LESSEE to remove it from the Unit and the EMS Compound. In this case LESSEE’s access to the Unit may be restricted by LESSOR until the Forbidden Good is removed. In order to remove the Forbidden Good, LESSEE will require the assistance during the Office Opening Hours of an EMS Employee, who will allow the LESSEE’s the access into the Unit and acknowledge, based on a findings minute, the presence of the Forbidden Good and its removal. Should LESSEE fail for any reason to appear during the Office Opening Hours before an EMS employee to remove the Forbidden Good from the EMS Compound within 7 (seven) days as of the receipt of the relevant request from LESSOR, LESSEE hereby understands and agrees that LESSOR is entitled to enter the premises of the leased UNIT and dispose of the Forbidden Good (or to take any other measure that EMS may consider necessary given the nature of the Forbidden Good), on the LESSEE’s expense, apart from the right to terminate the Lease.
5.5 In all cases when the Forbidden Good is not immediately removed from the EMS Compound by LESSEE (as per section 5.4 above), LESSEE shall pay to LESSOR penalties consisting of the double amount of the Rent and of the Service Charge starting the day on which the Forbidden Good is discovered by LESSOR, based on the findings minute, and until the day the Forbidden Good is removed from the EMS Compound by LESSOR or by LESSEE. LESSEE agrees that in all cases when LESSOR considers it necessary, LESSOR may store the Forbidden Good in another unit or space and charge LESSEE the applicable rent and the service charge for such unit or space, multiplied by 2 (two), starting the day the Forbidden Good is stored in another unit or space and until the day the Forbidden Good is removed from the EMS Compound by either LESSOR or LESSEE. The provisions of this section 5.5 do not prejudice the LESSEE’s obligation to continue paying the Rent and Service’s charge for the Unit.
5.6 In all cases listed above LESSEE agrees that LESSOR will not be liable for any loss suffered by LESSEE as a result of removing the lock, entering into the Unit and disposing of the Forbidden Goods (or taking any other measure that LESSOR may consider necessary given the nature of the Forbidden Good).
6 DURATION OF LEASE AND OF AGREEMENT
6.1 The Agreement enters into force on the Commencement Date, the Rent and the Service Charge being payable by LESSEE starting such date.
6.2 The Lease will start when all conditions mentioned in section 7.1 below are met.
6.3 If LESSEE opted in Section C of the Agreement for a definite duration, the Lease will terminate at the end of such definite duration (if not terminated earlier in accordance to section 31 below).
6.4 If LESSEE opted for indefinite duration, according to article 1783 N.C.C., the lease period may not exceed the maximum term of the lease and shall be terminated based on a termination notice served by either Party on the other Party according to section 6.5. (if not terminated earlier in accordance to section 31 below).
6.5 If LESSEE opted for an indefinite Term of Lease, the Lease may be terminated by either Party by a unilateral termination notice. Should the termination notice be received by the recipient Party not later that the 15th day
of the month, then the Lease will terminate on the last day of that month, 18 EET. Should the termination notice be received by the recipient Party after the 15th day of the month, the Lease will terminate on the last day of the following month, 18 EET.
6.6 LESSEE may use the termination notice attached in the schedule 2 to the Agreement, and deliver it personally to LESSOR or in other manner according to the Agreement (section 32).
6.7 Apart from the clauses governing strictly the Lease (respectively the LESSEE’s right to use the Unit and the related LESSOR obligations to grant such use), which terminate as per sections 6.2. – 6.5. above, in all cases the Agreement terminates on the date on which all Parties’ obligations will have been fully fulfilled.
7 CONDITIONS FOR DELIVERY OF UNIT
7.1 Notwithstanding the fact that the Agreement takes effect on the Commencement Date shown hereinabove, LESSEE will be delivered the Access Card and will have access to the Unit, after the payment of both (i) the Rent and Service Charge payable at the conclusion of the Agreement as per section 14.4 below and (ii) the Security Deposit.
7.2 IF THE RENT AND SERVICE CHARGE PAYABLE AT THE CONCLUSION OF THE AGREEMENT OR THE SECURITY DEPOSIT ARE NOT PAID BY LESSEE AT THE MOMENT OF SIGNING THE AGREEMENT, LESSEE DECLARES THAT IT HAS SUFFICIENT TIME TO CREDIT THE LESSOR’S ACCOUNT WITH THE SAID AMOUNTS BEFORE THE COMMENCEMENT DATE, AND THAT IT HAS OPTED FOR THE COMMENCEMENT DATE KNOWING THE CONSEQUENCES OF NOT MAKING THE PAYMENT IN DUE TIME.
7.3 Lessee understands that:
(i) The Rent and the Service Charge are determined for the Unit selected by LESSEE, not depending on the number of square or cubic meters;
(ii) LESSOR is not liable for any inconsistency between the exact sizes and the approximate sizes mentioned in Section C in the Agreement, and
(iii) LESSEE may not claim any reduction of the Rent or of the Service Charge or other compensations or benefits as a result of such inconsistencies between sizes.
8 DELIVERY OF THE UNIT
8.1 LESSEE declares that prior to executing the Agreement it has carefully inspected the Unit, and confirms that the Unit is empty, clean, presents no leakages, wet areas, smells, stains or mould, flaws or other visible defects, and that the Unit corresponds to the purpose for which the Client has concluded the Agreement, including in respect of size. In this respect, LESSEE and LESSOR agree, by virtue of the N.C.C., to fully waive any guarantee for the apparent defects of LESSEE.
8.2 The hand over of the Unit by LESSOR to LESSEE will only be made
based on a delivery protocol, in a form agreed by LESSOR, signed both by LESSEE and by LESSOR (the “Unit Delivery Protocol”). Given that after the moment of signing the Unit Delivery Protocol LESSEE will enjoy exclusive access to the Unit for the duration of the Lease and has the right to block access to the Unit by installing a lock, LESSOR is not responsible for the consequences of LESSEE’s failure (for any reason) to bring an appropriate lock or to the block access to the Unit by installing the lock, which consequences may include changes in the Unit’s initial condition.
8.3 LESSEE’s refusal or delay to sign the Unit Delivery Protocol will not prejudice the LESSOR’s right to collect the Rent and the Service Charge starting the Commencement Date.
9 ACCESS CARDS
9.1 After fulfilling both conditions specified in section 7.1 above LESSEE will be given by LESSOR 1 (one) Access Card, whose price is included in the first payment of the Rent.
9.2 LESSEE may require EMS to issue additional Access Cards. Holding more than one Access Card is allowed only against a Euro 5 (five) monthly fee, VAT exclusive.
9.3 Reactivation of an Access Card (for cases where the Access Card is blocked/deactivated by LESSOR for any reason according to the Agreement) will be charged Euro 25 (twenty-five), VAT exclusive. LESSOR will charge LESSEE Euro 50 (fifty), VAT exclusive, for each of (i) issuance of each additional Access Card, (ii) replacement of any Access Card, (iii) every Access Card which is not returned immediately by LESSEE to LESSOR after termination of Lease, (iv) any Access Card which becomes unfunctional due to LESSEE’s fault.
9.4 Access Card replacement or reactivation requests will be processed by the EMS personnel only during the Office Opening Hours, and LESSEE understands and agrees that LESSOR is not liable for any loss suffered by LESSEE as an effect of such rule, which might result in LESSEE being unable to access the Unit until the opening of the Office. 9.5 LESSEE is responsible for preserving the Access Cards. In case of loss or theft of an Access Card, LESSEE must inform LESSOR immediately of such circumstance.
9.6 LESSOR will not be liable for any loss suffered by LESSEE, by other clients of LESSOR or by other persons as a result of the LESSEE’s failure due to any reason to notify the theft or loss of an Access Card. 9.7 In this case, LESSEE will indemnify LESSOR, as well as the other clients of LESSEE or other persons:
(i) for losses suffered as a result of the LESSEE’s failure by any reason to notify the theft or loss of an Access Card;
(ii) for any loss suffered before LESSEE notified LESSOR of theft or loss of an Access Card;
(iii) for losses occurred after LESSEE notifies LESSOR of theft or loss of an Access Card but before LESSOR may reasonably take the necessary measures in order to prevent unauthorized access to the EMS Compound based on the stolen or lost Access Card. LESSEE understands and accepts that LESSOR is obliged to invalidate (lost or stolen) Access Cards only during the Office Opening Hours, as soon as LESSOR receives the LESSEE’s request.
9.8 LESSEE is not entitled to deliver an Access Card to persons who are not registered by LESSOR as Authorized Persons. In case LESSEE infringes such rule, LESSOR will not be held liable for any loss suffered by LESSOR, by other clients of LESSOR or other persons as a result of such infringement and LESSEE will indemnify LESSOR, other clients of LESSOR and other persons for losses suffered as a result of such infringement.
9.9 All Access Cards constitute de property of LESSOR and must be returned by LESSEE to LESSOR immediately after the termination of the Lease.
9.10 LESSEE will exercise care when using the Access Card readers at the entrance, exit or inside the EMS Compound, particularly when accessing the EMS Compound by vehicle.
9.11 LESSEE will pay to LESSOR the cost of repair or replacement (and any other cost incurred or amount equivalent to a loss suffered by LESSOR) in case of any damage caused to any of the EMS Access Cards readers (at the entrance / exit or inside the EMS Compound) by LESSEE, Authorized Persons, persons for which LESSEE is legally liable or persons whose presence in the EMS
Compound was enabled or requested by LESSEE (such as persons driving vehicles which caused the damage or defect).
10 ACCESS RULES
10.1 During the Office Opening Hours access to the Office Access Area is possible without using the Access Card. Access to the Client Access Area and to the EMS Building (including to certain spaces inside the EMS Building) is at all times conditioned by the use of an activated Access Card.
10.2 LESSEE may access the EMS Compound and the Unit during the Night Access Hours provided it opts for such access and as long as it pays the Night Access Fee, in value of Euro 25 (twenty-five) per month, excluding VAT. EMS has the right to discontinue the access during the Night Access Hours, at its own discretion. LESSEE may access the Unit during the Night Access Hours, provided that the Night Access Fee was paid for the moment of access.
10.3 Immediately after receiving the first Access Card LESSEE may block the access to the Unit by installing a single lock.
10.4 LESSOR is not liable for any loss suffered by LESSEE as a result of: (i) LESSEE not blocking the access to the Unit by using a lock;
(ii) LESSEE loosing or being stolen the key to the lock;
(iii) LESSEE delivering the key to the lock to another person (including Authorized Persons or EMS Employees);
(iv) key duplication by LESSEE for Authorized Persons or for any other person;
(v) access into the Unit of any person which does not act under the instructions of EMS.
10.5 LESSEE understands that LESSOR is not liable for unauthorized use of the key or unauthorized access into the Unit including in case an Access Card is stolen or lost (irrespectively of the fact that the unauthorized use of the key or unauthorized access into the Unit occurs before or after LESSEE notifies to LESSOR the loss or theft of an Access Card).
10.6 In the event the LESSEE loses all keys to its lock, he /she will ask the LESSOR to remove the rented unit’s lock. For removing the lock of the unit, the LESSOR will charge the LESSEE a tariff according to the rates specified in the applicable Price List. The lock of the unit will be removed by the LESSOR, only upon the prior written request of the LESSEE, using special pliers, and only in the presence of LESSEE. For a better understanding, the parties understand and accept that, the removal of the lock of the unit, in case of loss of all the access keys, can be made only by the LESSOR, upon the prior written request of the LESSEE, with the payment of the LESSEE’s tariff for this kind of operation, being forbidden any kind of intervention, upon the lock of the unit, by the LESSEE, or by third parties, acting upon his/her request.
10.7 Should LESSEE install more than one lock, LESSOR is entitled to block the access of LESSEE to the Unit by installing another lock (without removing the existing locks) until LESSEE removes the extra-lock(s) installed.
10.8 In all cases the access / exit (by foot or by vehicle) into/from the Client
Access Area will be made one-way by entering only from the Theodor Pallady Boulevard and exiting only using the gate at the Aleea Mizil.
10.9 The speed limit inside the EMS Compound is 10 km/hour.
10.10 For the purpose of loading or unloading goods in/from the Unit, LESSEE may park its vehicle in the parking spaces within the EMS Compound, for (i) a maximum continuous period of 120 minutes per day or (ii) a maximum aggregate period of 240 minutes per day. For longer periods
LESSEE must park outside the EMS Compound. Motor vehicles must not be in operation during their presence in the Exterior Access Area, save for reasonable maneuvers for access and exit.
10.11 In case LESSEE breaches the provisions regarding parking inside the
EMS Compound, LESSEE authorizes LESSOR to have the vehicle lifted /removed from the EMS Compound by a specialized company, on the Client’s expense.
10.12 Inside the EMS Compound there will be help points, available 24 hours per day, 7 days per week. In case it has any query related to the EMS
Compound’s operation LESSEE may push the button at the help point and communicate the query to the person who will respond.
10.13 LESSEE Client acknowledges that the Office Opening Hours may be changed by EMS without sending any notice to LESSEE, by posting the new schedule at the entrance to the Office Area.
11 RULES OF USE
11.1 LESSEE shall bring into the Unit only Goods which may be stored safely in the temperatures of the Unit, which may not be deteriorated as a result of temperature in the Unit, and which may not become Forbidden Goods as result of the temperature inside the Unit.
11.2 No electrical appliances may be connected in the EMS Compound, including the Unit and any of the hallways inside the EMS Building, without the prior written consent of EMS. LESSEE may not leave electrical appliances operating during its absence.
11.3 LESSEE must remove on its own cost the waste from the Unit and keep the Unit perfectly clean. LESSEE is responsible for the tidiness of the Unit.
11.4 LESSEE will not leave any waste inside the EMS Compound. In case it breaches such rule, LESSEE will pay to LESSOR any expense of EMS related to cleaning / transport of waste.
11.5 LESSEE shall not:
(i) use the Unit or do anything in the EMS Compound which may disturb the LESSOR’s personnel, LESSOR’s contractors with commercial or other interests, other clients or any person in the EMS Compound;
(ii) do anything which may negatively affect the LESSOR’s rights under its
EMS Compound insurance or increase the premiums payable on them;
(iii) use the Unit as offices or living accommodation or as a home or business address;
(iv) use the address of the EMS Compound or of the Unit as address for receiving or sending correspondence, unless agreed in advance in written by
(v) apply any kind of substance inside the Unit or the EMS Compound and/or do any mechanical work of any kind in the Unit or the EMS Compound;
(vi) attach anything to the internal or external surfaces of the Unit or EMS Compound or make any alteration to the Unit or the EMS Compound;
(vii) allow any liquid, substance, smell or vapors to escape from the Unit and/or any noise to be audible or vibration to be felt outside the Unit;
(viii) cause any damage to (a) the Unit or (b) any other part of the EMS Compound, including equipments or devices such as the Access Card readers
(c) the property of EMS or any other goods or persons inside the EMS Compound;
(ix) apart from storing Goods in the Unit, leave anything in or cause any obstruction or undue hindrance in any passageway, stairway, elevator, or other part of the EMS Compound;
(x) fail to exercise courtesy to other persons inside the EMS Compound and reasonable care for its own safety and that of others inside the EMS Compound.
(xi) connect the Unit to utilities.
11.6 LESSEE shall not leave any Goods outside the Unit. LESSOR will not be held responsible for any Good left by LESSEE outside the Unit and is not obliged to monitor the status of such Goods.
11.7 If any Goods are found by LESSEE inside the EMS Compound (but outside the Unit), LESSOR will be entitled to:
(i) store such Goods in another space, and charge LESSEE the rent plus service charge corresponding to the space needed for the storage of such Goods, and
(ii) if LESSEE does not pay such amounts, for purpose of recovering them apply section 29 of the Agreement in respect of such Goods left outside the Unit or in respect of all LESSEE’s Goods inside the Unit.
11.8 LESSEE understands that inside the EMS Building smoking is strictly forbidden.
12 RETURN OF UNIT
12.1 At termination of Lease by any reason LESSEE will remove the lock and will return the Unit to LESSOR perfectly clean and empty, in the condition it was received at delivery, except for normal wear and tear. In case LESSEE does not fulfill this obligation, LESSEE will pay to LESSOR all cost related to cleaning, transportation of waste and repair works.
12.2 In case LESSEE does not remove from the EMS Compound at termination of Lease all the Goods, LESSOR will be entitled to apply provisions of section 27 below.
13 AUTHORIZED PERSONS. IDENTIFICATION
13.1 By signing the Authorized Persons form provided by LESSOR, LESSEE may indicate to LESSOR the identity of the persons which LESSEE intends to allow access into the Unit.
13.2 LESSEE undertakes to ask registration as Authorized Persons only for persons who expressed in advance their consent to the processing of their personal data by LESSOR according to section 35 of the Agreement. LESSEE will indemnify LESSOR for any prejudice suffered by LESSOR as a result of LESSEE breaching this obligation.
13.3 In case LESSEE is a legal person, the only natural person who has the right to access the Unit is the person that signed the Agreement on behalf of LESSEE. If LESSEE wants to allow access to other persons into the Unit or the EMS Compound, the Authorized Person form must be signed by LESSEE in respect of each such person.
13.4 LESSEE may notify LESSOR on its intention to withdraw access to certain Authorized Persons, the withdrawal taking effect during the Office Opening Hours as soon as EMS receives the Client’s related notice.
13.5 LESSOR has the right (but not the obligation) to ask LESSEE or Authorized Persons to provide evidence of their identity (identity card), and the right (but not the obligation) to refuse access or presence in the EMS Compound of any persons which are not able to prove that they are either the LESSEE or one of the Authorized Persons, irrespectively of whether they are in the possession of an Access Card.
13.6 LESSEE must ensure that the Authorized Persons read and understand the Agreement before their first access into the EMS Compound. LESSEE agrees and consents that it is fully liable for the Agreement’s observance by the Authorized Persons and that it is jointly liable with any Authorized Person for any breach of the Agreement by the respective Authorized Person.
13.7 All cases of termination of the Lease or limitation of use of the Unit in respect of LESSEE will have effect also on the Authorized Persons, and any breach of the Agreement by the Authorized Persons will be considered a breach of the Agreement by LESSEE.
13.8 Only LESSEE has the right to request LESSOR to provide, replace, block / deactivate or reactivate an Access Card.
14 RENT. SERVICE CHARGE
14.1 In consideration of the Lease and of the Service’s rendition LESSEE shall pay to LESSOR the Rent and the Service Charge.
14.2 LESSEE will owe and pay to LESSOR the Rent and the Service Charge for the entire Term of Lease, irrespectively of the fact that LESSEE uses or does not use the Unit during the Term of Lease or during certain periods of Term of Lease. LESSOR will not reimburse to LESSEE amounts of any type paid in advance by LESSEE in consideration of periods when the Lease is in force, notwithstanding the fact that LESSEE decides not to use the Unit during such periods.
14.3. The LESSEE understands and accepts the fact that, any amount of money, paid in advance to the LESSOR, as Rent and Service charge, in consideration of an Agreement, will not be returned and/or transferred to another Agreement, if the LESSEE unilaterally terminates the contract or decides to change the Unit subject of the Agreement with another Unit, subject of another Agreement.
14.4. The Rent and the Service Charge will be due for full calendar months (each started Lease month will be considered and charged as a full month for the purpose of calculating the Rent and the Service Charge) and paid by LESSEE in advance for each month, not later than the 5th day of the month for which the Rent and the Service Charge are due.
14.4 By way of exception, the Rent and the Service Charge payable at the conclusion of the Agreement will consist of:
(i) the Rent and the Service Charge for the month in which the Commencement Date falls (the first month); if the Commencement Date is not the first day of the first month, then the Rent will be calculated proportionally with the actual number of days between the Commencement Date and the end of the first month (each such day will be charged [Rent + Service Charge] divided by 31) ; plus
(ii) the Rent for the month following the month in which the Commencement Date falls, provided the Term of Lease is not limited to the first month.
14.5 LESSOR issues free of charge the invoices regarding the Rent and the Service Charge, generally at least 10 (ten) days before the due date of the payment. Should LESSEE not receive the invoice at least 7 (seven) days before the due date, it is obliged to report this fact to LESSOR. Not receiving the invoice on time does not relieve the Client from its obligation to make the full payment not later than the due date, considering the fact that the present Agreement represents a sufficient basis for the payment and that the relevant exchange rate may be communicated by LESSOR to LESSEE immediately on request via telephone or fax (in case LESSEE applies a NBR exchange rate applicable on a different day from that in which EMS issued the invoice, the negative or positive difference will be reflected in the next invoice).
14.6 Without prejudicing LESSEE’s right to terminate the Lease according to section 6.5 of the Agreement, the level of the Rent / Service Charge will remain unchanged for a period of 3 (three) months following the execution of the Agreement, following which LESSOR may change it by sending a related notice or by including in the invoice a mention as to the change in the level of Rent / Service charge.
14.7 The amendment of the Rent will become effective always on a first day of a month (the “Application Date”), respectively on the
first date of the month that follows the date of the notice or invoice’s receipt by LESSEE, but not sooner than 30 days as of the receipt date. (example: if notice or invoice is received on July 1st, the Application Date is August 1st, but if received on July 2 the Application Date is September 1st), unless LESSOR receives before the Application Date the LESSEE’s notice on termination of the Lease, as per section 6.5 of the Agreement (in which case the Rent and the Service Charge will remain unchanged until the end of the Lease).
14.8 Failure by LESSEE to make the payment of the Rent / Service Charge in full on of before the due date constitutes a Major Infringement.
14.9 The Rent and the Service Charge will be due by LESSEE for all periods during the Term of Lease when LESSEE’s access to the Unit or to the EMS Compound is restricted or limited by LESSOR according to the Agreement. 14.10 The provisions of sections 14.3 – 14.4 above will apply also to the Night
Access Fee (if LESSEE opts for access to Unit during the Night Access Hours), and to the tax for holding more than one Access Card.
15 PAYMENT PROCEDURE. CONTRACT NUMBER REQUIREMENT
15.1 In respect of all payment made under the Agreement, LESSEE undertakes to specify in the payment documents (such as payment orders) the invoice Number, and understands that in case of failure to make such mention the payment may not be registered and considered as not made, with all related consequences.
15.2 All payments under the Agreement will be made in Lei according to the NBR Euro / Lei exchange rate applicable on the date of the invoice’s issuance.
15.3 The payment of any amount due under the Agreement will be considered effected on the date on which the account of the receiving Party is credited. LESSEE must ensure that it orders and effects the payment so that LESSOR’s account is credited not later than the due date.
15.4 If LESSEE makes a payment which is more than the outstanding amount, LESSOR is authorized to use the difference to cover future payments. If LESSEE requests refunding of such sum, LESSOR will return the overpayment within 20 (twenty) days as of the date of receiving the request, less the commissions / costs implied by the bank transfer (or by other method of payment requested by LESSEE and agreed by LESSOR).
15.5 For the credit card payment, the LESSEE will pay to the LESSOR an additional amount of 2% from the paid amount, this extra charge representing the commission paid by the LESSOR to the bank. For the 2 % charge paid as a result of a credit card payment, the LESSOR will invoice the LESSEE with title of expenses generated in carrying the agreement.
16 PENALTIES FOR DELAY. DUE DATES
16.1 In case LESSEE fails to pay on or before its due date any amount due under the Agreement, LESSEE will owe to LESSOR a penalty of 0.5% per day of delay applied to the outstanding amount.
16.2 The value of the penalties may exceed the value of the debt to which they are applied.
16.3 Due Dates: Unless specified to the contrary in the Agreement (as in
case of Rent and Service Charge) or in the Price List, any amount due under the Agreement will become outstanding after seven (seven) days following the receipt by the LESSEE of the first LESSOR’s notice asking the payment to be made.
17 OTHER ADMINISTRATIVE COSTS
17.1 In addition to the Rent and the Service Charge, LESSEE will pay to
LESSOR any costs incurred by LESSOR as a result of the LESSEE’s inappropriate fulfillment or non-fulfillment of its contractual obligations, such as costs related to registered mail, phone calls to remind necessity of making outstanding payments, etc.
17.2. In the category of administrative costs will be included also the expenses generated in carrying the agreement, such as the 2 % charge paid by the LESSEE to the LESSOR, in addition to the due amount, in case of a credit card payment. The extra charge of 2% will be invoiced to the LESSEE appropriately by the LESSOR, with the title of expenses generated in carrying the agreement.
18 SECURITY DEPOSIT
18.1 The Security Deposit will be retained by EMS during the duration of the Lease and LESSEE agrees that it may be used by LESSOR without prior notification to the LESSEE in order to cover any debt of LESSEE towards LESSOR under the Agreement, irrespectively of the type or source of such debt, such as unpaid Rent or Service Charge, penalties, debts arisen as a result of repairs needed due to LESSEE’s fault, etc.
18.2 The Security Deposit will accrue no interest.
18.3 LESSOR will notify LESSEE on any enforcement of the Security Deposit (total or partial) which was made in order to cover LESSEE’s debsunder the Agreement. If the Lease was not terminated by the time of EMS’ enforcement of the Security Deposit, LESSEE will transfer to LESSOR the amount of the Security Deposit which was used by the latter, so that the value of the Security Deposit reaches the value it had before enforcement. LESSOR’s failure by any reason to make such payment within 7 days as of the LESSOR’s notice’ receipt regarding the enforcement of the Security Deposit constitutes a Major Infringement. 18.4 After the end of the Lease LESSOR will return to LESSEE the Security Deposit, not later that the 14th day of the month following the month in which the Lease ended, to the extent it was not enforced already and after deducting the amounts necessary to ensure that all LESSEE’s debts under the Agreement are completely paid. The transfer of the Security Deposit will be made into the account indicated by LESSEE in Section A of the Agreement or subsequently communicated to LESSOR, in RON, at the value received by the LESSOR. For a better understanding, the guarantee will be reimbursed to the LESSE, at the rate exchange issued by BNR, at the date when the invoice for the guarantee was issued, and in such case, the provisions of article 15.2. from above are not applicable. Should the transfer to the LESSEE’s account not be possible due to reasons which are not imputable to LESSOR (such as: wrong account data, account which was closed) LESSOR will hold the Security Deposit (maintaining availability to reimburse it) for a period of maxim one year after the termination of the Lease, following the expiry of which LESSEE agrees that the Security Amount may be retained definitively by LESSOR, as the effect of the prescription of LESSEE’s right of demanding the reimbursement of the Security Deposit, according to article 2.515 par. 3 N.C.C.
19 LIMITATION OF USE
19.1 Should a payment is not made by LESSEE on or before its due date
under the Agreement LESSOR has the right to immediately block the access of LESSEE in the EMS Compound (including by invalidating the Access Cards) or / and block LESSEE’s access to the Unit by installing its own lock to the Unit (without removing LESSEE’s lock).
19.2 LESSEE will be given access to the Unit provided (and on the date) it makes payment in full of all outstanding amounts (including penalties).
19.3 LESSOR may temporary limit the access of LESSOR to the Unit or to the EMS Compound if it considers that the safety of LESSEE or of other persons within the EMS Compound, of the security of the Goods or any other goods inside the EMS Compound may be put at risk.
19.4 LESSEE agrees that LESSOR is not liable for any loss LESSEE may suffer as a result of LESSEE not being able to access the Unit in cases and during the periods mentioned in sections 19.1 – 19.3 above, and agrees that for this period it owes the Rent, the Service Charge and the other amounts that maybe due under the Agreement (such as the Night Access Fee), as long as the Lease is not terminated. In case the Lease is terminated the provisions of section 27 below will apply.
19.5 The provisions of this section 19 do not prejudice the LESSOR’s right
to terminate the Lease as a result of a Major Infringement.
20 REPLACEMENT OF THE UNIT
20.1 LESSEE agrees that LESSOR will be entitled to replace the Unit by providing to LESSEE a similar unit in the EMS Compound, in any of the following cases:
(i) Incident or circumstance that in the LESSOR’s reasonable opinion requires the Unit or a part of the EMS Compound to be closed;
(ii) If part of the EMS Compound is closed for repairs or redevelopment. 20.2 In such cases, at the LESSOR’S discretion, depending on the availability of the Units and the period of time for which the Goods will be removed from the Unit:
- The Goods will be moved to a Unit similar to the one rented by the LESSEE. In such situation, the Rent will remain unchanged, the LESSEE understanding and accepting the fact that he will owe to the LESSOR both the Rent and Service Charges;
- If the move is permanent, and the LESSOR does not have a Unit similar to the one rented by the LESSE, he will move the Goods to another available Unit, form EMS Complex, depending on his availability. In such cases, the parties shall renegotiate the Rent according to the coordinates of the new Unit;
- If the move is not permanent, and the LESSOR does not have Units in which to move the Goods, them will be moved to the Common Spaces insiden EMS Complex. In such case, the LESSOR shall ensure the protection and security of the Goods, and, unpo the termination of the reason that caused the relocation, he shall proceed to the move of the Goods back to the Unit rented by the LESSEE. For as long as the Goods will be stored in the Common Spaces inside EMS Complex, under the LESSOR’S protection and security, the LESSEE will owe the LESSOR both the Rent and Service Charges.
In all situations, the LESSOR will provide to LESSEE appropriate support (free of charge) when transporting the Goods to another unit.
20.3 For a better understanding, the move of the Goods from the Unit can be made, depending on the urgency of the matter, either with prior notice of the LESSEE, or directly by the LESSOR, without prior notice of the LESSEE. (i) if the move of the Goods is made without prior notice of the LESSEE, the LESSOR obliges himself to inform the LESSE about this, as soon as possible, indicating in the notice, the coordinates of the new Unit/space were the Goods are stored, being fully applicable the provisions of article 20.6 from bellow. (ii) If the movement is made with prior notice of the LESSEE, the LESSOR shall specify in the notice, both the period of time for which the move will be made, the location in which the Goods will be moved and he will give the LESSEE a reasonable period of time in which to move the Goods, depending on the urgency of the matter. In case LESSEE refuses to move its Goods to another unit by the specified deadline, LESSEE understands and accepts that LESSOR will be entitled to remove the lock and transport itself the Goods to another unit, on the LESSEE’s expense, and without bearing any liability for any loss that LESSEE might suffer as a result of such actions (save for losses suffered as a result of gross negligence of misconduct of LESSOR’s Employees or contractors).
20.4 Depending on the reasons that determined the replacement of the Unit, such replacement will be temporary or definitive, as decided by LESSOR and communicated to LESSEE.
20.5 For the period the Goods are located in another unit, the Contract will apply to the use of the new unit by LESSEE in all respects, the same way it applies to the use of the Unit.
20.6 After being informed by LESSOR on the coordinates of the new Unit, LESSEE may install its own lock at the new unit. LESSEE may use the new
unit until LESSOR notifies the Client on the fact that the Unit is available to LESSEE or that provisions of this section 20 must be applied also in respect of the new unit. Immediately after receipt of such notice LESSEE will remove the lock from the new unit (and will return the new unit to LESSOR) and will transport the Goods to the unit indicated by LESSOR.
21 EMS ACCESS TO THE UNIT DURING THE LEASE
21.1 As a general rule LESSOR will not access the Unit during the Term of
Lease. However, in order to perform repair or maintenance works LESSOR might need to access the Unit, case in which LESSEE undertakes to provide the access of LESSOR to the Unit based on the EMS request. In case of refusing LESSOR’s access to the Unit LESSEE will bear all the costs incurred by LESSOR as a result of not having been allowed to perform the repair or maintenance works when it requested.
21.2 Should the repair works require removal of the Goods from the Unit, the provisions of section 20 above will be applicable.
21.3 LESSEE authorizes LESSOR to remove the lock and access the Unit immediately and without notifying LESSEE or obtaining any other LESSEE’s consent, in any of the following cases:
(i) in case urgent repairs or maintenance works are necessary;
(ii) access to the Unit is motivated by a reasonable assumption that (a) Forbidden Goods are located inside the Unit or (b) the Purpose of Lease has
been breached, or (c) the Unit has been damaged in any way by the Client.
21.4 LESSEE understands and agrees that LESSOR has no liability for losses suffered by LESSEE as a result of LESSOR applying the provisions of this section.
22 RIGHTS AND OBLIGATIONS OF THE LESSOR
22.1 Hand over the Unit to LESSEE in the conditions set forth under articles 7 and 8 in the Agreement and provided that LESSEE fulfills the obligations set forth under article 7 in the Agreement.
22.2 LESSOR shall ensure that LESSEE enjoys the peaceful use of the Unit
during the Term of Lease, according provisions of the Agreement.
22.3 LESSOR shall maintain the asset in a proper condition for use during the entire Lease period.
22.4 LESSOR will not access the Unit during the Term of Lease, unless in cases provided by the Agreement.
22.5 As soon as possible following the receipt of the LESSEE’s request (but
during Office Opening Hours) EMS will make sure that the Access Card is blocked, replaced, inactivated or reactivated, as the case may be.
22.6. The LESSOR will provide to the LESSEE a cart/ pallet truck to be used by the LESSEE inside the EMS complex, according to the Rules of Use posted by the LESSOR at the storage place of the cart/ pallet truck and only through its own authorized staff to use the cart/pallet truck.
22.7. The LESSOR does not own and it will not provide to the LESSEE the authorized staff to use the cart/pallet truck, and it will not be held liable, in any way, for any accidents/injuries caused following the use of the above mentioned equipment by staff who is not authorized to use it or due to the failure of comply the Rules of Use of the equipment.
23 RIGHTS AND OBLIGATIONS OF LESSEE
23.1 Take over the Unit from LESSOR in the conditions set forth under articles 7 and 8 in the Agreement and provided that LESSEE fulfills the obligations set forth under article 7 in the Agreement.
23.2 LESSEE shall pay the Rent, the Service Charge and any other payable amounts agreed under the Agreement, in the amount and within the deadlines set forth in the Agreement.
23.3 LESSEE shall use the UNIT with prudence and maximum diligence.
23.4 LESSEE shall hand over the UNIT upon termination of the Lease Agreement due to any reasons.
23.5 LESSEE has the right to use the Unit according to the Purpose of Lease, and benefit from the Services rendition.
23.6 LESSEE shall use the Unit in accordance with all rules set forth under the Agreement.
23.7 LESSEE shall inform immediately LESSOR of any necessity to perform repair works inside the Unit, necessity that is or could be reasonably acknowledged by LESSEE. LESSEE will pay to LESSOR all costs resulting from failure to fulfill this obligation.
23.8 Should LESSEE cause any damages to the Unit or the EMS Compound, it is obliged to report this fact to LESSOR without undue delay and indemnify LESSOR for all related loss (including the cost of repairs). Under no circumstances LESSEE will perform a repair work without priory obtaining the express written consent of LESSOR. Violation of this clause by LESSEE constitutes a Major Infringement.
23.9. The LESSEE is obliged to use the cart/pallet truck provided by the LESSOR only through its own authorized staff and only according to the Rules of Use posted by the LESSOR.
23.10. The LESSEE understands, accepts and assumes the full responsibility in case of accidents/injuries arising out of reliance of the obligations stipulated at art. 23.9., the LESSOR being fully exonerated from liability in this situation. Also, the LESSEE will be held responsible for the failure of comply with the Rules of Use by its own authorized staff.
24 RESPONSIBILITY OF LESSOR.
24.1 LESSEE understands and agrees that LESSOR will not be liable for any damage caused to the Client by:
(i) any other client, third party or person for which LESSOR is not responsible according to the law;
(ii) any act, negligence or omission by LESSEE, Authorized Persons or other persons to which LESSEE gives access to the Unit or enables access in to the EMS Compound;
(iii) cases of Force Majeure;
(iv) acts punished under the criminal law, such as theft or vandalism;
(v) application of provisions of the Agreement, such as provisions which entitle LESSOR to (a) block LESSEE’s access to the Unit by installing a lock, or (b) limit LESSEE’s access to the Unit or (c) remove the LESSEE’s lock and access the Unit, or (d) store the Goods in other spaces than the Unit, or (e) access the Unit for the purpose of performing repair works, etc.
24.2 In case of any event generating a loss for which LESSOR might be held responsible, LESSEE undertakes to communicate to LESSOR the occurrence of such event not later than 48 hours as of the moment it becomes aware of it. LESSOR will not be responsible for any consequences of the LESSEE’s failure to fulfill this obligation, if as a result of non-fulfillment LESSOR was not able to limit the size or value of the loss.
24.3 LESSEE understands and agrees that LESSOR has no control over or neither knowledge of the value or type of the Goods that LESSEE may
at anytime bring in or take out of the Unit, and that under no circumstance LESSOR’s liability for a damage or for more damages having the same source will not exceed the equivalent of the Rent plus Service Charge (including VAT) that are applicable under the Agreement at the moment when the damage occurred. LESSEE also confirms that before the execution of the Agreement has been recommended by LESSOR to conclude an appropriate insurance agreement in respect of the Goods, depending of the LESSOR’s own valuation of its Goods.
25 RESPONSIBILITY OF LESSEE
25.1 LESSEE undertakes to indemnify LESSOR for any loss suffered or cost incurred by LESSOR due to:
(i) the breach of the Contract by LESSEE lien, by the Authorized Persons, persons whose access into the EMS Compound is due to or requested by LESSEE, or persons for which LESSEE is responsible according to the law;
(ii) loss or theft of an Access Card, before LESSOR was notified and had the chance to block such Access Card.
25.2 LESSEE’s indemnification to LESSOR under section 25.1 above will comprise (without being limited to): expenses related to cleaning, transportation of waste, repair works, fines paid by LESSOR to authorities, damages paid by LESSOR to third parties or other clients, expenses with lawyers, other consultants or assessors, bailiffs, debt enforcement, auctions, etc.
25.3 The amounts to be paid by LESSEE as indemnification under this present section 24 represent amounts due by LESSEE under the Agreement to LESSOR, thus being subject to section 15, 16, 18 and 29 of the Agreement.
26 RISKS. RESPONSIBILITY FOR GOODS’ PROTECTION. TEMPERATURES IN THE UNIT
26.1 LESSEE understands and agrees that:
(i) in its capacity as tenant of the Unit, LESSEE bears all risks related to the Goods and their storage in the Unit or the EMS Compound (including in cases when the Goods are left outside the Unit by LESSEE, or when according to the Agreement the Goods are stored in another spaces than the Unit);
(ii) the Services do not include the protection of the Goods or of Unit (respectively LESSOR does not commit under the Agreement to ensure protection of the Goods) and LESSEE bears all risks related to the Goods’ protection.
26.2 In respect of the temperatures inside the Unit (irrespectively of the type of Unit) or the EMS Building, LESSEE understands and agrees that:
(i) such temperature may vary depending on the season and on the weather fluctuations in every season, and also on the quantity and type of Goods stored in the Unit;
(ii) LESSOR does not commit to ensure or maintain a certain temperature, and is not liable for any damage to the Goods caused as a result of storing them in the temperature of the Unit; however, LESSOR will take all efforts to ensure that the temperature will not drop below 5o Celsius in the Units which do not have direct access from the Client Access Area;
(iii) it is the LESSEE’s duty to inspect the Unit periodically and to make sure that it stores or keeps into the Unit only Goods that may be safely stored in the temperature of the Unit.
26.3 If the access to the Unit is possible directly from the Client Access Area, LESSEE also acknowledges that there will be no heating system or ventilation in the Unit.
27 STORAGE OF GOODS AFTER TERMINATION OF LEASE. STORAGE OF GOODS OUTSIDE THE UNIT.
27.1 LESSEE will owe LESSOR, as penalty, a monthly amount equal to the sum of the Rent, multiplied by 3 (three) in all cases when:
(i) the Lease is terminated, and
(ii) Goods continue to be stored by any reason not imputable to LESSOR in the Unit or in another space of the EMS Compound (for example due to the fact that the LESSEE’s debts under the Agreement are not fully paid, or due to the fact that LESSEE fails to remove the Goods from the EMS Compound). 27.2 The amount mentioned in section 27.1 above, as penalty, will be due by LESSEE starting the date on which the Lease is terminated and until either the Goods are returned by LESSOR to LESSEE (in principle as effect of effecting the full payment of LESSEE’s debts) or the Goods are removed from the EMS Compound in accordance to the Agreement.
28 ADDITIONAL SERVICES. PRODUCTS
28.1 LESSEE may require LESSOR to perform the Additional Services or sell Products to it and understands that the performance or sale thereof will be subject to provisions mentioned in the Price List, as well as any other procedural conditions that LESSOR might establish.
28.2 Before contracting Additional Services or buying Products, LESSEE undertakes to consult the updated applicable Price List and make sure it acknowledges all applicable provisions.
28.3 LESSEE agrees that any amount due to LESSOR in consideration of Additional Services or Products (i) represents an amount due by LESSEE under this Agreement, with all implications thereof and (ii) may be included by LESSOR in the monthly invoices concerning the Rent and Service Charge.
28.4 LESSEE understands also that it must inspect any Product at the moment of take over from LESSOR and make sure it presents no visible defects and functions properly. LESSOR will not be liable for subsequent claims regarding vices which were visible at the moment of take over by LESSEE or vices which were caused by the manner in which LESSEE uses of stores the Product.
29 LIEN/SPECIAL PRIVILEGE
29.1 By virtue of article 2495 N.C.C., for the purpose of guaranteeing the performance of any of the LESSEE’s obligations under the Agreement, LESSEE hereby creates a lien in favor of LESSOR over all Goods that are stored in the Unit or elsewhere left by the Client (or by Authorized Persons or persons whose access into the EMS Compound was enabled by LESSEE) in the EMS Compound at the moment when an obligation becomes outstanding under the Agreement. The LIEN will apply also in respect of all Goods mentioned above in this section but which are stored by LESSOR in other space inside the EMS Complex according to the provisions of the Agreement. 29.2 By virtue of article 2339 par. 1 section A of the N.C.C., the Parties expressly agree that LESSEE forms in favor of LESSOR a special privilege over all movable assets specified under article 29.1 attached hereto, during the
existence of the lien.
29.3 The LIEN will remain valid until all amounts due by LESSEE to LESSOR under the Agreement are fully paid.
29.4 The maximum value of the obligations guaranteed under the LIEN is Euro 10,000 (ten-thousand).
29.5 LESSEE understands and agrees that:
IN CASE OF NON-FULFILLMENT THE CREDITOR MAY USE ITS OWN MEANS TO TAKE POSSESSION OVER THE GOOD CONCERNED BY THE LIEN.
29.6 LESSEE understands and agrees that LESSOR, by virtue of article 2342 par. 1 of the N.C.C., while having to choose between several privileges or between privileges and mortgages, the secured claim referred to under article 2339 of the NCC shall be satisfied with priority, and therefore LESSOR/PRIVILEGED CREDITOR may adjudicate the Goods without giving the possibility to third parties to participate in the sale.
29.7 If LESSEE fails to pay in due time an amount due under the Agreement, LESSOR will send to LESSEE a notice (the “Notice on Lien”) specifying that in case LESSEE fails to make the full payment within 5 (five) days as of the date of the Notice on Lien’s receipt by LESSEE (or within other period specified by EMS), LESSOR may withhold the Goods and start their foreclosure procedure.
29.8 If LESSEE fails to make the payment as per the Notice on Lien (including payment of all penalties accrued until the moment of payment), LESSEE authorizes LESSOR to remove LESSEE’s lock that blocks the access to the Unit and take possession of the Goods.
29.9 LESSOR has the right (but not the obligation) to perform the removal of the lock and the inventory of the Goods in the presence of a bailiff or another third party. After removal of the lock LESSOR will be entitled to store the LESSEE’s Goods in another space.
29.10 The inventory of the Goods upon the LESSOR’s access into the Unit will constitute the document providing for final identification of the Goods. In all other cases (for example case of Goods left by LESSEE outside the Unit) the Goods will be finally determined / identified by LESSOR’s minute listing the concerned Goods.
29.11 The start of the LIEN enforcement upon the GOODS shall not suspend the accrued penalties due according to the Contract or the payment of the RENT during the storage of Goods.
29.12 LESSEE guarantees to LESSOR that it shall store in the Unit only
Goods that are its exclusive property and undertakes to indemnify LESSOR for any prejudice the latter may suffer as a result of LESSEE’s breach of this guarantee, such as prejudices caused by the exercise by third parties of some rights over the Good.
29.13 LESSEE guarantees to LESSOR that the Authorized Persons (or other persons to whom LESSEE may have facilitated the access to the EMS Compound) shall bring into the Unit only Goods that are LESSEE’s property. LESSEE undertakes to inform the Authorized Persons (or other persons to whom LESSEE may have facilitated the access to the EMS Compound) that they may bring into the Unit only Goods that are LESSEE’s property.
29.14 If LESSEE is married and the Goods are the joint property of the spouses, LESSEE hereby declares that it has entered into this Lease in order to satisfy the common needs of marriage and that there is no matrimonial convention regarding the conventional change of the matrimonial regime and no action is pending before the courts of law aiming to effect a judicial change.
29.15. The LESSEE understands and accepts the fact that, once the retention and evacuation procedure has begun, he/she will owe to the LESSOR all and any amounts of money that represent expenses made by the LESSOR for the execution of the retention and evacuation procedure under the conditions set forth in this chapter, including here but without us limit to: expenses incurred with the bailiff for the evacuation of the goods from the unit; expenses incurred with the authorized valuer, for the valuation of assets abandoned by the LESSEE, etc.
29.16. Such expenses, such as those set forth in Article 29.15 above, will be invoiced by the LESSOR to the LESSEE, as they are made by LESSOR, the LESSEE being obliged to pay them, within the term and amount mentioned by the LESSOR in the invoice issued.
30.1 LESSOR undertakes that during the Agreement’s duration it will maintain an insurance agreement covering damages of EMS Compound and LESSOR’s civil liability that might arise as a result of owning/operating the EMS Compound.
30.2 LESSEE understands that the insurance agreement concluded by LESSOR does not cover either (i) loss or damage of Goods, neither (ii) civil liability of LESSEE with respect to loses that LESSEE might inflict on other persons (including LESSOR and other clients) as a result of inappropriate performance the Agreement. For this reason LESSEE understands that it is its own responsibility to conclude its own insurance agreements covering the potential risk related to Goods’ damage and / or LESSEE’s civil liability.
31 TERMINATION OF THE LEASE AND OF THE AGREEMENT
31.1 The Lease will terminate by expiry of its duration or by effect of a unilateral termination notice according to section 6.5 above, or as a result of termination for any default of any of the parties in fulfilling their obligations, provided that the other party invokes the same.
31.2 Wherever used in this Agreement, the expression “termination of Lease” (or similar expressions) will mean the cessation of the LESSEE’s right to use the Unit (and benefit form Services rendition) and cessation of the LESSOR related obligation to grant to LESSEE the use of the Unit (as well as to ensure provision of the Services).
31.3 The Lease may be terminated immediately by LESSOR in case of any Major Infringement, without having to notify LESSEE about its default, or bring the dispute before the court, or fulfill any other formality.
31.4 The Lease may be terminated immediately by LESSEE, by an appropriate notice, in case LESSOR obstructs/hinders its access to the Unit without having the right to do so according to the Agreement.
31.5 In case of infringement which do not constitute Major Infringement under the Agreement, either Party may terminate the Lease by a notice taking effect on the last day of the month in which it was received by the receiving Party, if:
(i) In case of continuous breach: there is breach of the Agreement which
was not cured within 3 (three) days as of the day the Party in default received the other Party’s request to cure the breach, or
(ii) In case of systematical breaches: there has been a behavior of systematical breaches of one or more provisions of the Agreement and such behavior does not stop after 3 (three) days as of the day the party in default received the other Party’s request to stop the breaches.
31.6 In all cases termination of the Lease does not prejudice LESSOR’s right in respect of LESSEE to continue to collect debts or apply penalties or obtain indemnification or cost / expense recovery according to the Agreement.
31.7 Wherever used in this Agreement, the expression “termination of the Agreement” (or similar expression) will mean the moment on which all clauses of the Agreement will stop to produce any effect. In all cases the Agreement will be terminated only when all obligations of the Parties will have been fully fulfilled.
32 NOTICES AND COMMUNICATIONS
32.1 Unless otherwise set forth in the Agreement, in order to be considered valid, any communication between the Parties in connection with or under this Agreement must be made in writing and delivered to the receiving Party in a manner that implies issuance of a receipt confirmation, respectively (i) by fax (at the fax number indicated in Section A of the Agreement or another number subsequently communicated according to the provisions of this section), or (ii) by hand, namely delivered by one of the Parties directly to the other Party, or (iii) by registered mail through a licensed postal services company (at the address specified in Section A of the Agreement or another address subsequently communicated according to the provisions of this section); (iv) by e-mail (at the address specified in Section A of the Agreement or another address subsequently communicated according to the provisions of this section) or (v) by sms (at the phone number specified in Section A of the Agreement or another phone number subsequently communicated according to the provisions of this section)
.32.2 The date on which the communication is considered made (respectively the date on which a notice is considered received) according to the Agreement will be (i) if made via fax, on the date indicated in the receiving Party’s facsimile message confirmation, or (ii) if made by hand, on the date indicated in the receipt confirmation executed by the receiving Party, or (iii) if made by registered mail, either on the date on which the receiving Party signs for receipt (or for refusal) of the mail or the last day on which the mail is available to the recipient at the postal services company; (iv) if made via email, on the date of the confirmation receiving email receipt, if the email address permits such an receipt, and, if the email address does not permis such a confirmation receipt, on the next day following the day of sending the email and (v) if made via sms, the date of the sms/the date of the receipt confirmation of delivery of the sms .
32.3 In respect of communications or notices made via registered mail or fax, LESSEE understands and agrees that it is its duty to (i) monitor the receipt of communications or notices sent by LESSOR, and (ii) take all steps in order to make sure that any communication or notice sent by LESSOR to LESSEE according to this section is actually received and acknowledged by LESSEE. LESSEE agrees that any person present at its address is authorized to receive on LESSEE’s name the communications or notices made by LESSOR under the Agreement.
32.4 LESSEE understands and agrees that as long as a communication or notice is addressed by LESSOR to LESSEE in accordance to this section 32, such communication or notice will be valid and fully opposable to LESSEE under the Agreement irrespectively of the LESSEE’s failure or refusal to receive or acknowledge such communication or notice, and irrespectively of the cause of such failure or refusal.
32.5 The provisions of section 32.4 above will apply by way of reference also to communication or notices sent by LESSEE to LESSOR, provided in case made by hand or registered mail will be directed to any of the appropriate persons at the EMS reception in the Office Area.
33 OFFICE OPENING HOURS
33.1 LESSEE understands that LESSOR will process and respond LESSEE’s requests or notices (irrespectively of the type) only during the Office Opening Hours, and that LESSOR is not liable for any loss suffered by the LESSEE as a result of such rule.
33.2 LESSOR has the right to modify the unilaterally the Office Opening Hours or the Regular Access Hours.
34 LESSEE’S IDENTIFICATION DATA
34.1 LESSEE declares that the its Identification Data is correct and complete and that the documents in annex 1 are correct and complete and reflect the LESSEE’s status as on the date of the Agreement’s execution. 34.2 Should at any time during the duration of the Agreement any change occurs in respect of the LESSEE’s Identification Data, LESSEE will inform LESSOR on such change and provide the related documents certifying the change within a period of maximum 7 (seven) days as of the date on which such documents were released to LESSEE.
34.3 LESSEE understands that and understands that provision of Identification Data which does not correspond to reality or failure to inform in due time LESSOR on changes in LESSEE’s Identification Data represents a Major Infringement.
35 PROCESSING OF PERSONAL DATA
35.1 Consent: By signing the present Agreement, LESSEE consents to the processing by LESSOR of its personal data (the “Personal Data”), under the conditions set forth in the present section.
35.2 Personal Data: LESSOR will process (i) the LESSEE’s Identification
Data, mentioned in Section A of the Agreement (or in schedule 1), respectively:
name and surname, citizenship, domicile, identity card data (type, series and
number, issuing authority, validity period), personal numeric code, e-mail address, telephone and fax number, (ii) information regarding the driving permit (issuance authority, date of issuance, number, validity period) and regarding the LESSEE’s vehicle (vehicle’s type and number of registration);
and (iii) information regarding the manner in which LESSEE performs its obligations under the Agreement.
35.3 Purpose of processing Personal Data: the Personal Data will be processed by LESSOR for the purpose of rendering lease services to LESSEE (in order to perform the Agreement).
35.4 Effects of Non-Disclosure: The provision of the Personal Data is not mandatory. Nonetheless, refusal of providing the Personal Data and refusal of giving the consent to processing the Personal Data results is the LESSOR’s incapability to conclude and perform the Agreement.
35.5 Direct Marketing: Should LESSEE fail to opt in Section C of the Agreement for direct marketing communications, LESSOR, as well as the other entities belonging to the EMS group (the “EMS Group”, respectively
Euroministorage Investments [Cyprus] Limited, a corporation organized under the laws of Cyprus, headquartered at Kyriakou Matsi, 16, Eagle House, 10th floor, Agioi Omologites, PC 1082, Nicosia, Cyprus, and the companies controlled by such company, including Euro Mini Storage Management SRL) will have the right to process the LESSEE’s Personal Data for the purpose of direct marketing activities, respectively to send to LESSEE commercial offers and informative materials concerning their products and services.
35.6 Disclosure to third parties: The Personal Data may be disclosed by LESSOR to third parties (legal or natural persons) from Romania or from foreign countries, respectively:
(i) any company of the EMS Group or third party contactors of such companies, to the extent the disclosure corresponds to legitimate purposes of EMS or its affiliates (such as for benefiting of third party services which are related to the provision by EMS of the lease services under this Agreement), or is required by the law;
(ii) authorities, if required according to the law;
(iii) business partners of EMS or of any of the companies of the EMS Group, such as credit institutions, non-banking financial companies, debt collection companies, or potential buyers of shares in any companies of the EMS Group (or potential buyers of entire or part of the EMS Compound), or companies that contemplate merger with EMS or with any of companies of the EMS Group.
35.7 Means of communication: For direct marketing purposes as well for any other communication (but without prejudice to section 32 above) LESSOR and any of the companies of EMS Group will be entitled to approach LESSEE by mail, telephone (fixed and mobile) and fax, e-mail address or any other legal means that allow transfer of data.
35.8 Recordings: LESSOR will be entitled (i) to record the telephone conversation with LESSEE, (ii) to video/audio record LESSEE inside the EMS Compound, and (iii) to keep such audio or video recordings and use them for the purpose of investigating certain situations relevant to the Agreement’s performance (such as the manner in which LESSEE observes the rules regarding access to the Unit, use of the Unit, behavior inside the EMS Compound, etc) and to use them an evidence in case of any dispute under this Agreement.
35.9 Copies: LESSOR will be entitled to keep a copy of the LESSEE’s identity card, driving license, LESSEE’s car registration documents and to make a video recording or photocopy of the license plates of cars used by LESSEE inside the EMS Compound;
35.10 Duration of processing: The processing of Personal Data will start on the Agreement’s execution date will continue during the entire duration of the Agreement and 5 (five) years thereafter. By way of exception, the processing of Personal Data regarding direct marketing will stop following
LESSEE’s written request.
35.11 LESSEE’s Rights: Under the conditions specified provided by the law 677/2001, LESSEE may exercise any of the following rights:
(i) the right to access the Personal Data;
(ii) the right to request appropriate rectification, erasure or blocking of the Personal Data;
(iii) the right of not being subject to automated individual decisions (automated decisions based on automated processing of data intended to evaluate certain personal aspects);
(iv) the right to refer to the court any breach of the LESSEE’s rights related to the processing of the Personal Data.
36 DISPUTE RESOLUTION
36.1 Any dispute in connection with the present Agreement will be settled through the arbitration of the Court of International Commercial Arbitration of the Chamber of Commerce and Industry of Romania (Bucharest), according to its arbitration rules. The arbitral award will be final and binding.
36.2 Without prejudice to the above provisions on arbitration, it is hereby agreed that LESSOR may at its discretion and at all times (whether before or after the initiation of arbitration):
(i) recover the LESSEE’s debts towards LESSOR by the procedure of payment ordinance or payment summons, before regular courts;
(ii) obtain interim measures by the procedure of injunction, before regular courts.
37.1 Any reference in the Agreement to a day will be construed as a reference to a calendar day, and any reference to a month will be construed as a reference to calendar month, unless expressly specified the contrary.
37.2 The provisions of the General Conditions may be modified by the articles mentions A-D under any of the Contract. In case of discrepancies between the provisions of the Contract and the Articles A-D the General Conditions, the provisions of Articles A-D Agreement shall prevail.
37.3 No amendment to text of the contract is valid if made in writing by hand on printed text or in another manner that involves the addition to the original printing.
38 AMENDMENT OF THE AGREEMENT
38.1 Except for cases when the Agreement provides for different rules (such as in case of Rent or Service Charge), EMS may modify the clauses of the Agreement and of the General Conditions of the Agreement, by sending a related notice to the Client or by making a mention on a invoice that the terms and conditions of the Agreement have been modified (in this case the Client may request by phone, fax, e-mail or directly at the Office Area the text of the amendments if this was not already attached to the invoice). The amendments will become effective after 15 (fifteen) days after the date of the notice or invoice’s receipt by the Client, should during this period EMS does not receive the Client notice of terminating the Lease.
39 MAJOR FORCE
39.1. Both parties are absolved of any liability in cases of major force (independent, unforeseen and irreparable cases), if the major force situation is longer than 30 days.
39.2. The case of major force will be notified in writing within 3 (three) days of production, and the proof of major force will be made by a certifying certificate issued by the Chamber of Commerce and Industry of Romania or by another authorized institution.
39.3. The major force does not absolve the LESSEE of the full payment of the services provided until that moment by the LESSOR.
39.4. In all cases, the major force may be opposed by one contracting party to the other one, only if the provisions of this article are met: (i) the major force case lasts more than 30 days; (ii) the major force case is notified to the other party within 3 days of production and (iii) the major force case is ascertained by the competent authorities.
40.1 This Agreement is governed by the Romanian law.
40.2 The following schedules represent an integral part of the Agreement:
40.2.1 Schedule 1 – LESSEE’s Identification Data, which comprises:
(a) if LESSEE is a natural person: copy of the identity card;
(b) if LESSEE is a limited liability company (SRL) or a joint stock company (SA): RECOM excerpt, copy of the signatory’s identity card, original power of attorney and updated articles of incorporation (the last two documents just in case the signatory is not a person having the right to sign alone on behalf of LESSEE according to the LESSEE’s articles of incorporation).
(c) if LESSEE is a association or a foundation, copy of registration certificate, updated articles of incorporation, updated bylaws, identity card of signatory, power of attorney (in case the signatory is not a person having the right to sign alone on behalf of LESSEE according to the LESSEE’s articles of incorporation).
(d) if LESSEE is a freelancer – any of the form of organization and practicing law, in accordance with Law 51/1995, as amended and republished, notary, official receiver, or other forms of organization and practicing independent professions, a copy of: the incorporation decision, the registration certificate for tax purposes, a power of attorney if the signatory is not the person authorized to represent LESSEE according to the law.
40.2.2 schedule 2 – Form of Unilateral Termination Notice.
40.2.3 schedule 3- Findings Minutes
40.2.4 schedule 4- Handover Minutes
40.2.5 schedule 5- Replacement request
40.2.6 schedule 6- Authorized person form
40.2.7 schedule 7- Deposit use Notice
40.2.8 schedule 8- Unit access request form
40.2.9 schedule 9- Retention Right Notice
40.2.10 schedule 10- Immediate end rent Notice