Exhibit 10.20
LEASE
AGREEMENT
In the
autonomous City of Buenos Aires, on the day 19 of the month of
August, 2009, between ACRILICOS PALOPOLI S.A., company which
address is Avda. Gral. Roca 4250 de Florida, Pdo. De Vicente
López, Pcia. De Buenos Aires, represented in this act by its
legal representative, Mr. Ariel Ricardo PALOPOLI,
Argentinean, ID# 25.044.694, in accordance with the attached power
of attorney (Exhibit “A”), hereinafter “ THE
LESSOR ”, in one hand; and in the other hand, LAKELAND
ARGENTINA SRL (incorporation pending), represented in
this act by its manager partner AGUSTINA CENDALI DE BYER ID#
24.069.380, which address is Corrientes No. 1(not legible) 86 piso
13 Capital Federal hereinafter “ THE LESSEE
”, and collectively LESSOR and LESSEE called the
PARTIES, agree in entering into this LEASE AGREEMENT under the
following terms:
FIRST: The LESSOR , hereby lets to the
Lessee, the functional unit No. 110 with a surface of 820 m2
composed of a storehouse and offices located within a bigger
property, owned by the LESSOR, which name is Centro Industrial y
Comercial Florida Oeste, located at Avda. Gral. Roca No. 4250
between C.M. de Alvear and William Morris, Florida, Pdo. De Vicente
López, Pcia de Buenos Aires, intended for business and
industrial development, functional unit which shall be called
THE PROPERTY and that arises from the sketch signed in
counterparts and that is attached to this agreement made part of it
(Exhibit “B”). The property is released by this
act to the satisfaction of the LESSEE as per the asset inventory
that the parties sign along with this (Exhibit
“D”).
SECOND: Both parties consent to this contract within the
following context: a) the guaranty granted by the National State
(Law 21342, Article 6) regarding the establishment of freedom of
contract in rental matters, b) the application of the Civil code in
its current version (Law 21342, Article 29) whose rules the parties
submit as a matter of suppletory law, only for all points not
expressly regulated by this agreement, that without prejudice to
respect the mandatory regulations of Laws 23091, modified by Law
25.561 and 25628, c) the current uncertainty regarding the future
acquisitive value of Argentinean currency combined with the
prohibition of any kind of default currency actualization
(Law 23928, Art. 7 modified by Law 25.561).
THIRD: This contract has a length or term of thirty six
(36) months, being valid from August 19, 2009, expiring on August
18, 2012 necessarily, in which date this contract shall be
automatically expired with no need of any notification but this,
being the LESSEE required to return the property to the LESSOR or
its representative at its end, free of goods, occupants and/or
intruders, letting the LESSOR off the obligation to perform the
requirements foreseen in Arts. 1604, 1610, 1622 and cites of the
Civil Code. The failing to do so, without prejudice of
eviction that the LESSOR could demand plus the payment for damages,
costs and fees that might be granted; for each day that the LESSEE
exceeds the occupation of the property, besides the corresponding
rent, shall indemnify with a daily fine of one percent (1%) of the
corresponding lease at that time, for each day that improperly pass
in the property and until the effective reception of the property
by the LESSOR .- The anticipated termination shall be governed by
Law No. 23.091, Art. 8.-
FOURTH: The LESSEE states she knows the Internal
Use Regulation of the Florida Oeste Industrial Park, attached to
this agreement as (Exhibit “C”), agreeing to comply
with it, receiving in this act a complete copy of the
Regulation. The Parties would be able to agree the extension
of the term of this contract at its expiration, for a term
equivalent to the original or another term agreed at that time,
having the LESSEE, in such case, to communicate the LESSOR about
such intention within 60 (sixty) natural days before the expiration
of the contract by any reliable means, having the LESSOR to express
its decision within the same granted term. In such case, the
clauses of the original contract shall prevail without prejudice of
the variation that could be verified in the lease amount as per the
mechanism provided in clause twenty nine of this
contract.
FIFTH: In the case the LESSOR continues receiving the
lease after the expiration of the contractual term, either
incremented, and any the raise would be, that shall not be
constructed as novation or renewal, being both parties able to
terminate the lease after the expiration of the term by which the
rent had been charged. The termination of the lease should be
justified by a written letter sent by any of the parties requesting
the early termination or notifying the ending of the lease term
without the intention to extend it. In all the cases the
lease, complementary benefits and, if applicable, the corresponding
fines shall continue until the property is truly reinstated to the
LESSOR and to the extend it is in the agreed conditions.
SIXTH: The LESSEE could be able to terminate
unilaterally this contract, with a previous notice, sent by
reliable means, of no less than 60 (sixty) days, strictly adhering
to Law 23091, art. 8, regarding terms of effectiveness, previous
notification and indemnity amounts.
SEVENTH: The monthly amount to be paid shall be ELEVEN
THOUSAND FIVE HUNDRED PESOS plus VAT ($11,500 plus VAT) also
charging to the LESSEE in the amount of rent the payment to the
LESSOR of the proportional part corresponding to the LESSEE
regarding the monthly taxes for municipal services on the property
by the Vicente Lopez Municipality, or the corresponding
municipality to the property, in a 3% proportion of the total
amount. The local property tax perceived by the
Provincial Revenue Office of Buenos Aires shall be paid by the
LESSEE in a 3% proportion corresponding to it as well as the Aguas
Argentinas’ services, in a 3% proportion corresponding to it
for the occupied surface, all of which is paid every month within
the expenses payment. Any other direct or indirect tax
created in the future and applied to the amount of rent agreed in
this contract, that shall be notified by reliable means to the
LESSEE, shall be added as per its aliquot resulting from the rent
amount and its payment shall be paid by the LESSEE, integrating
such tax the payment of the monthly rent starting from the date of
its legal enforceability. The Value Added Tax that eventually
affects the rent or the obligations assumed towards the LESSOR
shall be supported by the LESSEE.
EIGHTH: The rent is agreed by entire month and shall be
paid in advance from the 1 st to
the 10° day of each month, in the address of the Business
Center, located in Ave. Gral Roca 4250 de Florida, Pcia de Buenos
Aires, upon receipt of invoice by bi-annual periods and receipt for
such purpose, or as duly indicated by the LESSOR, within the
Federal Capital, therefore the LESSOR is not obliged to receive or
return money for fraction of month.- The payment shall be
by-annual, through six checks issued at the day 30, 60, 90, 120 and
150. The LESSOR expressly authorizes to ARIEL PALOPOLI (ID#
25.044.694), ELISA MONICA SPINELLI (ID# 13214065) and/or RAUL
ALBERTO ALCALDE (ID# 12.599.982) to receive the rent on its behalf
and upon its orders. Debt shall become delinquent by
operation of law, without need to notify after the day 10° of
each month.- If the payment is not done on time, the LESSEE should
paid by ways of fine the amount resulting from adding the monthly
rate of 3% to the rent.
NINTH: This contract is not transferable under any
circumstance, either partially nor totally, temporary or free or
charge, and it is stated that the LESSEE cannot be able to assign,
transfer and/or sub-lease the leased property; and it shall use the
property as business premises for the manufacturing, sales,
consignation, commission, representation, distribution, import and
export of clothing, footwear, objects, machines, tools and all kind
of products and devices to be used as industrial safety and
protection attire, personal, sport, cleaning and fire, high
rise, low and high temperatures, etc. and derivatives, and
storehouse of goods related to its line of business, and agrees to
use it as per the rules stipulated by the Municipality of
Vicente Lopez, or the corresponding municipality for the
property and premises of that kind that it states to know and
undertakes to: a) do not commit any action that threaten the moral
and/or good customs; b) do not deny the access to the premises to
the LESSOR or its representatives to check on the occupation status
and/or preservation of the property and to perform any repair
on it. In the case that the LESSOR intends to exert its
access right to the leased functional unit it should give a
previous notification with at least seventy two (72) hours in
advance to the LESSEE. The LESSOR expressly authorizes the
LESSEE to store goods and dangerous devices, having, in the case of
storage of sprays or similar products, to adopt the necessary
safety measures and to comply with the current municipal
regulations for the storage of this kind of goods. The LESSEE
shall have free and unrestricted access to the premises of the
Centro Industrial y Comercial Florida Oeste, the seven (7) days of
the week, and the twenty four (24) hours of the day.
The LESSEE undertakes to contract a general and third party
liability insurance on the building in its PROPERTY’s surface
in anticipation to losses and fire, with policy endorsed to the
LESSOR that covers all foreseeing contingencies over persons,
assets and goods existing in the storehouse, assuming the LESSEE
the risk for the handling of the goods stored in the
premises. The lack of compliance of this clause shall be
considered as a violation of this contract. In this vein
it agrees to do not sell, promote or commercialize any product of
direct or indirect competition for the products commercialized by
Acrilicos Polopoli S.A. or PALOPOLI (elements and supplies for the
visual communication industry), which it declares to know to date,
and that the same are out of its trading practice.
Nevertheless the LESSOR accepts that the LESSEE commercializes
safety attires
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