Legal Docs – Commercial Lease

  1. GENERAL TERMS AND CONDITIONS OF LEASE
    1. INTERPRETATION AND DEFINITIONS
      1. In these General Conditions of Lease, unless otherwise required or indicated by the context, the singular shall include the plural and vice versa, words indicating any one gender shall include the other genders, words indicating natural persons shall include juristic persons and bodies corporate and vice versa, terms defined elsewhere in these General Conditions of Lease shall have the meanings respectively assigned to them and the following terms shall have the meanings respectively assigned to them hereunder, namely:-
      2. the “Lessor” — the lessor stipulated in the Schedule;
      3. the “Lessee” — the lessee stipulated in the Schedule;
      4. “Premises” — the premises described in the Schedule;
      5. “Lease” — the agreement of lease concluded between the Lessor and the Lessee to which these Conditions are annexed;
      6. the “Schedule” — the Schedule incorporated in the Lease;
      7. “Conditions” — the general terms and conditions of lease recorded in this document;
      8. the “Commencement Date” — the date of commencement of the Lease as stipulated in the Schedule.
    2. APPLICATION OF CONDITIONS
      1. These Conditions shall apply to and govern the Lease.
    3. RENEWAL OF LEASE
      1. Where the Lease affords the Lessee the option to renew such Lease for any further period, such option shall automatically be exercised by the Lessee, unless the Lessee advises the Lessor by means of written notice that he does not intend to renew such lease, not less than two months prior to the date of termination of the initial period or subsequent renewal period, as the case may be, of the Lease.
      2. Any renewal of the Lease shall commence on the day immediately following the date of termination of the Initial Period or Renewal Period, as the case may be.
      3. Any renewal of the Lease effected pursuant to the provisions of clause 3.1 shall, mutatis mutandis, be on the same terms and conditions governing the Initial Period thereof, save that the monthly rental payable during the Renewal Period shall be escalated at the rate set out in the Schedule.
    4. RENT
      1. All rentals payable by the Lessee to the Lessor in terms of the Lease shall be paid monthly in advance on the first day of each and every succeeding month of such Lease, free of exchange and without deduction or set-off, to the Lessor’s domicilium address referred to in clause 14.
    5. RATES, TAXES AND LEVIES
      1. The Lessor shall pay all rates and taxes payable in respect of the Premises during the Lease Period.
      2. Should the amount payable in respect of rates and taxes increase during the Initial Period or any subsequent Renewal Periods, the Lessor shall be entitled to increase the monthly rent payable to an amount equal to such increase.
    6. SUPPLIES TO THE PREMISES
      1. The Lessee shall make all arrangements necessary to procure the supply to the Premises, with effect from the Commencement Date, of water, electricity, telephone and sewerage services and shall be responsible for the payment to the supplier concerned of such services, including the costs of all water supplied and consumed upon the Premises, electrical current supplied to and consumed upon the Premises and for all telephone installation or reconnection, rental and calls during the Lease Period, and for the payment, where applicable, of any other charges payable in connection with the aforesaid arrangements.
      2. The Lessee shall pay the cost of disconnecting the telephone.
      3. The Lessee indemnifies the Lessor against any damages suffered by him as a result of any failure or interruption of any supplies to the Premises and the Lessor does not warrant that any such supplies will be continued for the duration of the Lease Period.
      4. The Lessor undertakes to perform no act or omission to prejudice the continuation or resumption of such supplies.
    7. RIGHTS AND OBLIGATIONS OF THE LESSEE
      1. The Lessee shall have those rights and obligations in relation to its hire of the Premises as are set out in the following provisions, namely:-
      2. The Premises are let and hired in the condition in which they were at the Commencement Date and, save for any defect therein of which the Lessee has given the Lessor notice within the thirty day period following the Commencement Date, the Premises shall be deemed to have been received by the Lessee in good order and condition and in a fit and proper state of repair.
      3. The Lessee shall, without in any way detracting from its further obligations, be obliged to return the Premises to the Lessor in a good and tenantable state of repair on termination of the Lease, fair wear and tear alone excepted.
      4. The Lessee shall be obliged, and hereby undertakes, to keep the inside of the Premises in a good and tenantable state of repair, renovation and cleanliness, fair wear and tear excepted.
      5. The Lessee shall be responsible for the maintenance, upkeep and repair of the exterior of the Premises, including the roof, gutters and downpipes.
      6. The Lessee shall not be entitled to effect any alterations or additions to the Premises of any nature, whether structural or otherwise, without the prior written consent of the Lessor.
      7. The Lessee shall at all times afford officials and employees of any Local Authority access to the Premises for the purposes of refuse removal.
      8. The Lessee may at any time install such fixtures, fittings and equipment in the Premises for the carrying on of its business as the Lessor may approve.
      9. The Lessee shall not do, nor suffer to be done, anything which may damage the Premises or any building in which the Premises is housed or of which it may form part, or commit, or permit to be committed, any act which may constitute a nuisance or inconvenience to, or affect the peace and/or comfort enjoyed by any person occupying or visiting any other area on the Property.
      10. The Lessee shall not do, nor permit to be done, any act, matter or thing which may have the effect of rendering void or voidable any insurance policy maintained for the time being in respect of the Premises, the Property or any building in which the Premises is housed or of which it may form part, or have the effect of increasing the rate of the premia payable under any such insurance policy.
      11. The Lessee shall at all times during the currency of the Lease abide by and comply with all such governmental or municipal regulations, laws and bye-laws as may from time to time be applicable to the Premises and/or the Property.
    8. RIGHTS AND OBLIGATIONS OF THE LESSOR
      1. The Lessor shall not be responsible for any loss or damage to any goods or property of the Lessee caused by water, rain, storm, gas or electricity which may leak into, issue from, or flow from any part of the Premises, or by reason of any defect in any building in which the Premises is housed or of which it may form part.
      2. Should any defect in the exterior of the Premises appear, the Lessee shall notify the Lessor of that fact and the Lessor agrees and undertakes to commence repairing the defect so notified to it as soon as possible after receipt of such notification and to complete the repairs within a reasonable period thereafter; provided always that the Lessor shall not be liable to carry out any such repair work where such repair work is, in terms of any of the further provisions of this Lease, the responsibility of the Lessee.
      3. The Lessor shall be entitled, at any time through its employees, agents or other authorised representatives, to enter the Premises at all reasonable times for the purposes of inspecting or effecting such repairs or alterations to the Premises or any building in which the Premises is housed or of which it may form part as the Lessor may deem necessary for the safety or preservation of the Premises or any such building, provided that the Lessor shall exercise this right reasonably and with due regard to the nature of the Lessee’s business.
      4. The Lessor shall not be responsible for any damage to, or any loss of, any property of any nature owned by whomsoever as may from time to time be upon the Premises or the Property, or any injury or death caused to anyone whomsoever on the Premises or the Property howsoever such damage, loss, injury or death may be caused, and the Lessee hereby waives any claim which, but for this waiver, it may have had against the Lessor arising out of any such damage, loss, injury or death.
      5. The Lessee further hereby indemnifies the Lessor against any claim of whatsoever nature as may be made against it by any person whomsoever in respect of any such damage, loss, injury or death, such indemnity to include an indemnity against all such costs which may be incurred by the Lessor in connection with any such claim, and provided that this waiver and indemnity shall apply notwithstanding that any such damage, loss, injury or death may be due to the fault of the Lessor and/or the fault of anyone for whose actions the Lessor may in law be responsible.
    9. DAMAGE OR DESTRUCTION
      1. Should the Premises be destroyed or damaged by any occurrence to such an extent as to render them unfit for substantial beneficial use by the Lessee for the purposes allowed by this Lease then, unless the parties otherwise agree in writing, this Lease shall terminate with effect from the date of such destruction or damage.
      2. Any dispute between the parties as to whether or not the Lessee has been deprived entirely of substantial beneficial use of the Premises within the meaning of this clause shall be determined by way of arbitration under arbitration laws then prevailing in the Republic of South Africa, such proceedings to be held in Cape Town with a view to their being disposed of as expeditiously as possible.
      3. Should the Premises be damaged to a lesser extent than is envisaged under clause 9.1 then, save as may be otherwise mutually agreed by the parties in writing, this Lease shall not terminate and the Lessor shall, at its own cost, reinstate the damaged Premises as expeditiously as is reasonably possible in the circumstances, and the Lessee shall be entitled to an abatement of rent during such period of reinstatement for which, and to the extent to which, it is deprived of beneficial use of the Premises for the purposes allowed under the Lease concerned.
      4. The amount of such abatement shall be mutually agreed and, failing mutual agreement, shall be determined by arbitration in the manner provided for in clause 9.1. Pending such determination, the Lessee shall continue to pay the rent, and upon such determination, an adjustment of rent overpaid, if any, shall be made between the parties.
      5. The amount of the abatement, whether determined by way of mutual agreement or by way of arbitration, shall be determined with due regard to that portion of the Premises which shall have been damaged as aforesaid and the use to which the Lessee is reasonably able to put the remaining portion of the Premises which shall not have been damaged.
      6. Neither party shall have any claim against the other arising out of a termination of the Lease under clause 9.1 or a reduced use of the Premises under clause 9.2 (save as is expressly provided for in either of such sub-clauses); provided, however, that the provisions of this clause 9 shall not prejudice any claim which the Lessor may have against the Lessee where the destruction of, or damage to, the Premises or any part thereof is occasioned by the act, default or neglect of the Lessee or of any person for whose actions the Lessee is in law responsible.
    10. LESSEE’S BREACH OF LEASE, AND TERMINATION
      1. Should the Lessee breach any provision of the Lease, and fail to remedy such breach within fourteen days of the giving to it by the Lessor of notice requiring that such breach be remedied (provided that should the breach be one which is not reasonably capable of being remedied within the aforesaid period, the Lessee shall be allowed such additional period as may be reasonably required to remedy such breach), or have a default judgment entered against it and fail within seven days of becoming aware thereof to satisfy that judgment or to take effective steps to have it set aside, or if a company or close corporation, be cited as the subject company of any provisional or final liquidation or convene a meeting of its members to consider the passing of a resolution to place it in voluntary liquidation, or if a company, be cited as the subject of judicial management proceedings or if a natural person or partnership, be cited as the subject of any provisional or final sequestration, or attempt to effect any compromise with its creditors (save in the course of any reconstructions or any amalgamation) or commit any act of insolvency, then the Lessor shall be entitled to cancel the Lease forthwith on notice to the Lessee to such effect, such cancellation to be without prejudice to any other claim which the Lessor may have against the Lessee by reason of any such breach and/or cancellation.
      2. Should the Lessor cancel the Lease and the Lessee dispute the Lessor’s right to do so, and remain in occupation of the Premises pending the determination of the dispute, then:
      3. The Lessee shall continue to make all payments in terms of such Lease on the due date thereof.
      4. The acceptance by the Lessor of such payments shall be without prejudice to and shall not in any manner whatsoever affect the Lessor’s rights to cancel such Lease or any other rights of the Lessor.
      5. If the dispute between the Lessor and the Lessee is determined in favour of the Lessor, then the payments made to the Lessor in terms of sub-clause 10.2.1 shall be regarded as amounts paid by the Lessee on account of the damage sustained by the Lessor as a result of the cancellation of such Lease and/or the unlawful holding over of the Premises by the Lessee.
    11. AUTHORITIES, PERMISSION AND REQUIREMENTS
      1. The Lessor does not warrant that the Premises are fit for use for the purposes required by the Lessee, or that any permit or licence in respect of the Premises or the conduct of the Lessee’s business therefrom will be granted or renewed.
    12. TIME OF PAYMENT
      1. All amounts becoming payable by the Lessee to the Lessor under the Lease shall, unless the contrary is stated, be paid within a period of fourteen days of demand therefor having been made by the Lessor to the Lessee.
    13. SUB-LETTING, ASSIGNMENT AND CESSION
      1. The Lessee shall not be entitled to cede or assign the Lease without the Lessor’s prior written consent, which consent may be given, withheld or refused at the Lessor’s sole discretion.
      2. The Lessee shall not have the right to sub-let or part with possession of any portion of the Premises or to allow others to use the same for any purpose, including a concession to trade from any Premises, without the prior written consent of the Lessor, which shall not unreasonably be withheld.
    14. DOMICILIUM
      1. The parties hereto choose domicilia citandi et executandi for all purposes of and in connection with this Agreement as follows:
      2. Lessee: the address stipulated in the Schedule as the Lessee’s chosen domicilium citandi et executandi;
      3. Lessor: *
      4. Any party hereto shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be a street address and any such change shall only be effective upon receipt of notice in writing by the other parties of such change.
      5. All notices, demands, communications or payments intended for any party shall be made or given in writing at such party’s domicilium for the time being.
      6. A notice sent by one party to another party shall be deemed to be received:
      7. on the date of delivery, if delivered by hand;
      8. on the fourth day after posting, if sent by prepaid registered mail;
      9. on the day after faxing, if sent by facsimile transmission.
      10. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
    15. JURISDICTION OF MAGISTRATE’S COURT
      1. The parties hereby consent (in terms of Section 45 of the Magistrate’s Court Act), in respect of any action or proceeding arising out of or in connection with the Lease, to the jurisdiction of the Magistrate’s Court having jurisdiction in terms of Section 28 of the said Act in respect of the party which will be the Defendant in such action or proceeding, both parties acknowledging however that they are entitled but not obliged, to institute such action or proceeding in such Court.
    16. INCREASE IN RATE OF VALUE ADDED TAX
      1. Should the rate of Value Added Tax applicable as at the Commencement Date of the Lease be increased or decreased, the rental payable in terms of the Lease shall be increased or decreased accordingly to take into account any such increase or decrease.
    17. SURETYSHIP
      1. The Lease is subject to the condition that the person or persons indicated as surety/sureties in the Schedule has executed the Suretyship in the form of the document hereto annexed and marked “C” in favour of the Lessor in respect of the obligations of the Lessee; provided that if no person is so indicated, this condition shall not apply.
    18. WHOLE AGREEMENT
      1. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. No agreements, guarantees or representations, whether verbal or in writing, have been concluded, issued or made, upon which any party is relying in concluding this Agreement, save to the extent set out herein.
    19. NO VARIATION
      1. No variation of, or addition to or agreed cancellation of this Agreement shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the parties.
    20. NO WAIVER
      1. No waiver or indulgence of whatsoever nature shall be of any force of effect, including a waiver or indulgence in respect of this clause, unless it is reduced to writing and signed by and on behalf of the parties.
    21. INDULGENCES, LENIENCY AND EXTENSIONS
      1. No indulgence, leniency or extension of time which a party (the “grantor”) may grant or show to the other, will in any way prejudice the grantor or preclude the grantor from exercising any of his rights in the future.
    22. SEVERABILITY
      1. If any particular provision and/or term of this Agreement is found to be defective or unenforceable or is cancelled for any reason (whether by any competent Court or otherwise) then the remaining provisions and/or terms shall continue to be of full force and effect.
      2. Each provision and/or term of this Agreement shall accordingly be construed as entirely separate and separately enforceable in the widest sense from the other provisions and/or terms hereof.
    23. COSTS
      1. All costs incurred in the negotiation, drafting, conclusion and stamping of the Leases, and these Conditions, shall be borne and paid by the Lessee, the Lessor’s costs (excluding stamp duties) being stipulated in the Schedule.
    24. “C” SURETYSHIP
      1. I/We, the undersigned ___________________________________ ____________________________________ hereby irrevocably bind ourselves jointly and severally to * (the “Lessor”) its successors and assigns, as surety/ies and co-principal debtor/s with _____________________________________ (the “Lessee”) for and until the due performance by the Lessee of all its obligations under a lease concluded/about to be concluded between the Lessee and the Lessor in respect of a storage area approximately 1300m² situate at 418 Voortrekker Road, Maitland inclusive of all periods of renewal thereof and for and until the due payment of all debts, damages and/or compensation payable by the Lessee and/or by any trustee or liquidator of the Lessee by reason of the provisions of the Lease or a breach of any provision thereof and/or by reason of the termination of the Lease by the trustee or liquidator of the Lessee in terms of the laws of insolvency, or for any other cause whatsoever.
      2. I/We agree that this Suretyship shall be binding on whoever signs this document notwithstanding that at the time of signature it was or might have been within the contemplation of any person that there would or may be further signatories hereto.
      3. I/We agree that all acknowledgements of indebtedness and all admissions by the Lessee shall be binding upon me/us and that the Lessor shall be entitled without reference to me/us to grant the Lessee extensions of time for the payment of rental and/or any other sums payable under the Lease and/or to compound or make any other arrangements with the Lessee for the discharge of the Lessee’s obligations thereunder.
      4. No variation of any of the provisions of the Lease nor any indulgence granted by the Lessor thereunder shall in any way release me/us from my/our liability hereunder.
      5. This Suretyship shall be in addition to and without prejudice to any other suretyship or security now or hereafter held by the Lessor in respect of any of the Lessee’s obligations and the release by the Lessor of any other surety or security held shall in no way release me/us from my/our liability hereunder.
      6. I/We jointly and severally renounce the benefits of excussion, division and cession of action and confirm myself/ourselves to understand the meaning of such benefits and the effect of my/our renunciation thereof.
      7. I/We jointly and severally undertake to pay upon request all the Lessor’s costs in connection with the preparation and execution of this document including stamp duty thereon.
      8. The following address shall be my/our joint and several domicilium citandi et executandi address for all purposes of this document and at which address any notice may be validly delivered by hand or by prepaid registered post – The Premises*.
      9. The amount of my/our indebtedness in terms of this document and the amount of the indebtedness of the Lessee to the Lessor at any time and the fact that any such is due and payable shall be determined and proved by a Certificate signed by the Lessor or any one of its members whose appointment, qualification and/or authority need not be proved.
      10. Such certificate shall be binding on me/us and shall be deemed an integral part of this document and prima facie proof of the amount of my/our indebtedness hereunder and that it is due and payable to the extent so reflected in such certificate, and valid as a liquid document in any competent Court for the purpose of obtaining provisional sentence or judgement against me/us thereon.
      11. I/We agree that I/we shall not be entitled to, and undertake not to prove or submit any claim against the Lessee or the insolvent estate of the Lessee for any amounts which I/we may be called upon to pay under and in terms of this Suretyship until all amounts due by the Lessee to the Lessor have been paid in full.
      12. I/We agree that any action instituted against me/us upon this document may (at the Lessor’s election) be instituted in any Magistrate’s Court having jurisdiction over my/our person/s notwithstanding that the amount for which action is instituted may exceed such Court’s jurisdiction.
    25. THUS DONE AND SIGNED AT on this the day of 2025 in the presence of the undersigned witnesses.
      1. AS WITNESSES:
      2. Surety(ies) __________________________ ______________________________ __________________________ ______________________________

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