NZ Salutions Sdn Bhd (1087165-M)

LOT 2-90&91, Level 2, KSL CITY,
No.33, Jalan Seladang, Taman Abad,
80250, Johor Bahru, Johor.
016-7343437

Subject To Contract

Attn. to: Mr.Paul Edward Gibbons

Dear Sir,

Re:Letter of Offer for Tenancy respecting retail space in KSL CITY at Taman Abad, Johor Bahru, Johor, Malaysia.


We are pleased to offer you a tenancy ("Tenancy") for the Premises upon the following non-exhaustive salient terms and conditions and such other terms and conditions contained in our standard Tenancy Agreement ("Tenancy Agreement") to be executed by both parties:

1. Landlord : KSL PROPERTIES SDN BHD (711917-U)
L1-95, KSL City,
No.33, Jalan Seladang, Taman Abad,
80250, Johor Bahru, Johor.
2. Tenant : NZ Salutions Sdn Bhd (1087165-M)
LOT 2-90&91, Level 2, KSL CITY,
No.33, Jalan Seladang, Taman Abad,
80250, Johor Bahru, Johor.
016-7343437
3. Demised Premises : Lot of Level One, KSL CITY, measuring floor area of 1188 square feet and edged in RED in the floor plan annexed hereto marked as "Annexure 1".
The Monthly Rent shall be calculated based on this area.
4. Permitted Use : Hair Salon only.
No illegal business or other type of business is allowed.
5. Tenancy Term : Two (2) years commencing on the Vacant Possession Date.
01/02/2020 to 31/01/2022.
6. Monthly Rent : RM11,800.00 @ RM10.00 per square feet, and RM712.80 being 6% GST.
Total Agreed Monthly Rent payable RM12,508.00 only. (Inclusive of 6% GST)

Monthly Rent shall be paid in advance on or before the seventh (7th) day of each month.

Head Office: Wisma KSL, No. 148, Batu 1 1/2, Jalan Buloh Kasap, 85000 Segamat, Johor. Tel : 07-931 1430 Fax : 07-932 4888
Johor Bahru (Tiram Office): Tel : 07-867 2111 Fax : 07-867 5511 Johor Bahru (Kempas Office): Tel : 07-556 5111 Fax : 07-556 1011
Johor Bahru (Skudai Office): Tel : 07-512 2888 Fax : 07-512 3888 Johor Bahru (Daya Office): Tel : 07-3555 6111 Fax : 07-354 8111
7. Top up of Deposits and other payments : The deposits payable by the Tenant are as follows:
Description Revised Amount (RM) Current Amount (RM) Difference (RM)
(a) Rental Deposit
(3 Month Rental)
100,725.00 100,488.00 237.00
(b) Fit-out Deposit
(3 Month’ Rental)
Transferred to first month rental 0.00
(c) Security Deposit
(1 Month Rental)
33,575.00 33,496.00 79.00
(d) Utilities Deposit 8,480.00 8,480.00 0.00
(e) Mailbox 150.00 0.00 150.00
(f) Maintenance of FCU
(RM50 per services x 1 unit x 24 months)
1,200.00 0.00 1,200.00
Total 144,130.00 142,464.00 1,666.00

RM1,666.00 shall be paid to Landlord simultaneously with the acceptance of this Letter of Offer.

8. Option to Renew :

A further term of Two (2) years upon the same terms and conditions contained in the Tenancy Agreement except:

(a) The clause on "Option to Renew", and
(b) The amount of the Monthly Rent shall be mutually agreed upon.
9. Utilities :

The Landlord shall provide the Tenant with a sub-meter for the supply of electricity, water (if applicable) and/or gas (if applicable) to the Premises respectively.

The Landlord shall be entitled to cut off all supplies of electricity, air-conditioning, water (if any), gas (if any) and any other type of utility to the Premises without any prior notice if the Tenant defaults in any of its obligations in the Tenancy Agreement of which notice has been duly given by the Landlord, and no remedy has been done by the Tenant upon the expiry of the Notice.

Any inconvenience, loss or damage suffered or sustained by the Tenant as the result thereof shall not be the subject of any claim whatsoever against the Landlord. The Tenant shall pay the costs for reinstating the supply concerned.

The Tenant shall apply for its own telephone connection and the supply of other utilities to the Premises.

The Tenant shall pay all charges (including any government taxes thereon) for the supply of electricity, water, gas, telephone facility and other utilities consumed within the Premises, whether separately metered or otherwise.

10. Business Hours :

10.00 a.m. to 10.00 p.m. everyday or such extended hours as may be approved by the appropriate authority or decided at the sole discretion of the Landlord.

Any request for extension of business hours shall be made to the Landlord at least 14 days in advance and the Landlord may reject without assigning any reason therefore or approve subject to terms imposed (including but not limited to the payment of extra electricity charges, maintenance and security costs and other relevant charges at a rate to be determined by the Landlord).

The Tenant undertakes to open the Premises for business everyday (unless KSL CITY is closed for business) at all times during the business hours as determined by the Landlord, failing which the Landlord shall be entitled to impose a penalty of RM500.00 per day without prejudice to the right of the Landlord to terminate the Tenancy.

11. Fit-Out :

As per current layout and design at Demised Premise. The Tenant is to submit plans for amendments to be done to the current layout and design (if any). Otherwise, no fit-out work shall be carried out.

12. Licenses :

The Tenant shall only commence its business after having obtained all the requisite approvals, licenses and permits. However any delay or failure in obtaining such approvals, licenses and permits shall not be a ground for the Tenant to:

(a) Vary the Tenancy, Business or Rental Commencement Date; or
(b) Delay or postpone the payment of the Monthly Rent.
13. Insurance :

The Tenant shall sign up the following insurance policies with our panel insurance company and submit a copy of the insurance policies purchased to the Landlord within 14 days from the date of this Letter of Offer:

(i) Comprehensive public liability insurance for a minimum coverage of RM500,000.00 (under the Landlord’s and the Tenant’s joint names).
(ii) A fire and all risks insurance for a minimum coverage of a sum equivalent to the Tenant’s fit-out costs respecting the Premises on the Tenant’s and the Landlord’s fixtures, fittings equipment (if any) and plate and tempered glass within the Premises (under the Landlord’s and the Tenant’s joint names).
(iii) A fire and all risks insurance on the Tenant’s own properties and properties under the Tenant’s possession and control, including the Tenant’s merchandise and stock-in-trade.
14. Relocation : The Landlord shall reserves the right to relocate the Tenant to another retail space within KSL CITY if such relocation is required due to any change in the layout or design of KSL CITY, the common areas and/ or the common facilities.

At least 2 months prior written notice of relocation will be given and the Tenant does not accept the offer for alternative retail space within the aforesaid 2-month period or the Landlord and the Tenant are unable to agree on the tenancy terms and conditions for such alternative retail space, the Tenancy in respect of the Premises shall be determined upon the expiry of the location whereupon the Tenant shall peaceably and quietly surrender and yield up to the Landlord vacant possession of the Premises without any claim against the Landlord.

15. Upgrading :

The Landlord shall be entitled to carry out at any time and from time to time any relocation, improvement, upgrading, addition, renovation or refurbishment work to KSL CITY or any part thereof (collectively "Upgrading Works") meant to:

(a) Maintain KSL CITY in the standard desired by the Landlord; and/or
(b) Upgrade or change the nature or image of KSL CITY to such standard as maybe desired by the Landlord,

And that in carrying out such Upgrading Works,

(I) The layout (including the entrance(s) to the Premises), position, design and floor area of the Premises may be varied, amended or altered;
(II) The facilities and amenities of KSL CITY or access to such facilities and amenities may be affected interfered, obstructed or denied;
(III) The amenity of the Premises, the access to the Premises or the flow of air or light to the Premises may be diminished, obstructed or interfered.
(IV) The overall environment condition of KSL CITY and neighboring area as regards noise and air may be affected; and
(V) Any inconvenience may be caused to the Tenant.

Should the Landlord proceed with the Upgrading Works:

(I) At least 2 months prior written notices shall be given to the Tenant;
(II) At least 2 months prior written notices shall be given to the Tenant;
(III) The Landlord shall be entitled to require the Tenant to temporarily delivery to the Landlord vacant possession of the Premises (or any part thereof) and/or suspend the business of the Tenant for facilitating the execution of such work subject to proportionate suspension of the Monthly Rent; and/or
(IV) The Tenant shall its own costs and expenses carry out such acts or do such things to the Premises so as to complement such Upgrading Works.

Any inconvenience, loss or damage suffered or sustained by the Tenant as a result of such Upgrading Works shall not be the subject of any claim whatsoever against the Landlord.

16. Tenancy Agreement :

The Tenancy Agreement will be prepared by the Landlord’s solicitors and the Tenant shall execute such Tenancy Agreement in its prescribed format within fourteen (14) days from the date of this Letter of Offer.

17. Forfeiture of Initial Deposit :

If the Tenant fails to execute the Tenancy Agreement or any of its Initial Deposit directors fails to execute the Letter of Guarantee cum Indemnity within the stipulated period, the Landlord shall be at liberty to terminate this Tenancy whereby the Initial Deposit shall be forfeited without prejudice to the Landlord’s other rights and remedies and the Landlord shall be entitled to offer the Premises to other interested tenants.

18. No Assignment :

The Tenant shall not assign, sublet or part with possession of the Premises or any part thereof unless with the prior written consent of the Landlord which consent may be rejected without assigning any reason thereof or be approved subject to terms imposed.

If the Tenant is a limited company, any substantial change in the equity of the Tenant or any substantial change in the equity of any holding company of the Tenant, altering the effective control of the Tenant or of the holding company of the Tenant, shall be construed as an assignment, transfer, disposal or sub-letting of the Premises. The phrase “substantial change” means any change in the shareholding of the Tenant or the Tenant’s holding company equivalent to an aggregate or 20% or more of the equity of the Tenant or the Tenant’s holding company as at the date hereof.

If the Tenants are sole proprietorship or partnership, the Tenant shall ensure that any change in the proprietorship or members of the partnership shall only be effected with the prior written approval of the Landlord. Any such change effected without the written approval of the Landlord to terminate the Tenancy.

19. No monopoly : Nothing contained in this Letter of Offer shall be constructed as or implying that the Tenant shall have or may expect a monopoly in its type of business in KSL CITY or may restriction in the number of Tenants carrying out the same type of business in KSL CITY.
20. Changes :

For the avoidance of any doubt, notwithstanding that the building plans in respect of KSL CITY had been approved;

(a) The design, layout and configuration of KSL CITY; and or
(b) The design; layout, position and floor area of the Premises and the common areas,

Are subject to changes, whether as advised by the Landlord’s consultants or required by the appropriate authorities. Any such change shall not affect the validity and enforceability of this Letter of Offer and /or the Tenancy Agreement.

21. Legal Costs and Disbursements : All stamp duty and other disbursements shall be borne by the Tenant. The Tenant shall also bear the Landlord’s solicitors’ costs and service tax on the Tenancy Agreement.
22. Service Tax and other taxes : The Tenant shall pay any tax (whether service tax, goods and services tax and/or any other taxes of any nature whatsoever) payable or that becomes payable on the Monthly Rent under any legislation, rules or regulations other than income tax or any other tax computed on or by reference to the profits or overall net income of the Landlord.
23. Goods and Service Tax : The parties hereby expressly agree that the tenancy agreement shall be assessed by the Director General under the provisions of the Goods and Services Tax enactment or any amendment thereof pursuant to the Goods and Services Tax Bill 2009 (the "Bill") that the parties shall comply with any enactment of the said Bill. The Tenant shall be responsible to pay the Goods and Services Tax, if any, in respect of the above Bill.

If Goods and Services Tax is applicable, Landlord shall provide a tax invoice as may be required by the tenant to enable the Tenant to claim and input tax credit under the law applicable to Goods and Services Tax and provide to the Tenant information that may be reasonably required to establish the liability for the Goods and Services Tax.

24. Notices : Any notice required to be served shall be in writing and shall be considered sufficiently served if served personally by delivering such notice at or sent by any mode of posting to the address set out here below or by facsimile transmission to the following facsimiles numbers:
(a) Landlord: KSL Properties Sdn. Bhd
Address: L1-95, KSL City,
No.33, Jalan Seladang
Taman Abad 80250
Johor Bahru, Johor, Malaysia.
Tel No: +607 288 2888
 
(b) Tenant:
Address: KSL CITY,
No.33, Jalan Seladang
Taman Abad 80250
Johor Bahru, Johor, Malaysia.
H/P No:
Office No:
Attention: Mr. Paul Edward Gibbons
25. Indemnity : The Tenant shall indemnity and keeps the Landlord indemnity against all actions and claims for which the Landlord may in respect of any breach of this Letter of Offer and/or the Tenancy Agreement.
26. Governing Laws : This Letter of Offer and the Tenancy Agreement shall be governed by the laws of Malaysia and the parties shall submit to the exclusive jurisdiction of the courts in Malaysia.
27. Severability : If all any time any provision, condition, term, stipulation or covenant of this Letter of Offer is or become illegal, void, invalid, prohibited or unenforceable in any respect, the same shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability without invalidating in any manner whatsoever the remaining provisions hereof.
28. Documents to be submitted to the Landlord :

The Tenant is required to submit to the Landlord the following documents simultaneously with the acceptance of this Letter of Offer and payment of the Initial Deposit:

(a)

For company:

(i) The Tenant’s M&A, Forms 24 and latest Form 44 and 49 duly certified by Company Secretary.
(ii) The confirmation by the Company Secretary on the Tenant’s current authorized and paid-up capitals and the names of its shareholders and their respective shareholdings.
(iii) Photocopies of the identity cards/passports (for foreigners) of the directors executing Tenancy Agreement and guarantors (if Applicable).
(iv) Director’s resolution by company secretary for the execution of the Tenancy Agreement.
(b)

For sole proprietorship or partnership:

(i) Borang D (Perakaun Pendaftaran).
(ii) Photocopies of the identity cards/passports (for Foreigners) of the proprietor or all partners.
(c) Directors’ Guarantee (For company, Sole proprietorship and Partnership):

If the paid-up capital of the Tenant is less than RM200,000.00 the Tenant shall cause and procure all its directors to execute within fourteen (14) days from the date of the notification by the landlord’s solicitors the Landlord’s format of Letter Guarantee cum Indemnity whereby such directors shall guarantee the due performance by the Tenant of all the Tenant’s obligations under the Tenancy Agreement and indemnify the Landlord for all losses suffered by reason of any breach of the Tenant’s obligations.

29. Schedule :

The following is a summarized schedule which the Tenant is obliged to follow. This Letter of offer is considered void if the following items are not fulfilled within the stipulated time:

SUMMARY DEADLINES
Submission of complete documents Clause 28 2nd April 2018
Balance Deposit to be paid by Clause 8 15th April 2018
Signing of Tenancy Agreement Clause 16 15th April 2018
Submission of Insurance Policy Clause 13 15th April 2018
30. Termination :

The Landlord shall has the absolute right to terminate this Letter of Offer and forfeit the foregoing deposits without prejudice to any right of action the Landlord may have against the Tenant in respect of:

a. any antecedent breach of the term and conditions herein contained;
b. any rent respecting the unexpired Term; and
c. any loss or damage suffered or sustained by the Landlord.

The annexure hereto shall form integral parts of this Letter of Offer and shall be taken, read and construed essential parts of this Letter of Offer.

If the above terms and conditions are acceptable to you, kindly signify your acceptance of our offer by signing on the duplicate copy of this Letter of Offer and returning it to us together with the Initial Deposit and the documents listed under paragraph 28 above within seven (7) days from the date of this Letter of Offer.

Kindly note that this offer is only valid subject to the availability of the unit(s). This offer will be void if the unit(s) is/are no longer available.

Thank you.

Your faithfully,

for KSL Properties Sdn Bhd.

Approved by,

Dovey Ku

Complex Manager

/prepared by Cheryl

Wendy Ku

Executive Director

ACCEPTANCE

I/We, NZ SALUTIONS SDN BHD (1087165-M), hereby agree and accept the aforesaid terms and conditions.

Signature

Name & NRIC No:

Company Rubber Stamp:

Date: