General Part of the Lease Agreement
This version of the agreement is not valid if signed after 15-03-2023.
1. Definitions and Interpretations
1.1. Words and expressions used in capital letters in this Agreement (including its Special Part) shall have the following meanings, unless the context otherwise requires:
General Part shall mean this general part of the Agreement, which sets out the general terms and conditions of the Agreement and which is an integral part of the Agreement.
Shared Objects shall mean the shared objects of the Building, i.e.
(i) general structures of the Building, including foundations, retaining walls, columns, ceilings, roof, building facade, entrance doors, stairs, etc.,
(ii) general engineering equipment of the Building, including engineering systems and networks, ventilation chambers, pipes and openings, elevators, heating radiators, electrical panels, heating units, hot water treatment facilities, boiler rooms, etc., which are intended (used) for the proper functioning of the Building and/or for the common needs (shared use) of the owners, other users and/or visitors of the premises in the Building.
Shared Use Premises shall mean the premises, areas and spaces of the Building that are intended for the common use (sharing) of the owners, other users and/or visitors of the premises in the Building, including entrances to and exits from the Building, staircases, corridors, elevator access, designated areas for smoking, waste collection points, etc.
Items shall mean items owned by the Lessor in the Premises, including but not limited to furniture, household items and equipment, works of art (paintings, interior elements) and other decorations and everyday items, which shall be transferred to the Lessee together with the Premises.
Deed of Return shall mean a document marking the transfer (return) of the Lessee’s Premises to the Lessor upon termination of the Agreement, if the Lessee fails to exercise its Priority Right or upon its termination.
Utilities shall mean the services described in Clause 7.5 of the General Part.
Utility Fees shall mean the fees for the Utilities payable by the Lessee to the Lessor or to entities providing the Utilities.
Permitted Use shall mean the activity (purpose) specified in Clause 3.2.6 of the Special Part, for which the Lessee is permitted to use the Premises.
Lessee shall mean the lessee of the Premises as described in Clause 2.2 of the Special Part and the legal successors of the Lessee under the Agreement.
Lease Fee shall mean the lease fee of the amount specified in Clause 5.1 of the Special Part for the entire Premises Area within 1 (one) calendar month.
Lease Term shall mean the term specified in Clause 4.2 of the Special Part, which shall begin on the Commencement Date.
Lessor shall mean the Lessor of the Premises as described in Clause 2.1 of the Special Part and the legal successors of the Lessor under the Agreement at a particular time.
End Date shall mean, as the case may be, either the last day of the Lease Term, or the date of termination of the Agreement, or the date on which the Agreement expires (ends) on any other lawful basis.
Parking Spaces shall mean the specific number of parking spaces specified in Clause 3.3.1 of the Special Part.
Building shall mean the building described in Clause 3.1 of the Special Part, which contains the Premises.
Premises shall mean the Premises described in Clause 3 of the Special Part, including:
floor coverings, levelling floor layer, plasters and other finish of floors, walls and ceilings;
all walls inside the Premises, including partitions and load-bearing structures;
all interior and exterior doors and windows of the Premises, as well as their frames, glass and other parts and components;
all engineering systems located on the Premises and systems exclusively serving them, including their accessories and auxiliary devices connected to them, as well as all enclosures of such systems and other external coverings;
all the Lessor’s equipment and facilities inside or forming part of the Premises;
all other improvements and alterations to the Premises that cannot be separated without damaging the Premises and without deteriorating their condition.
Area of the Premises shall mean the Area of the Premises specified in Clause 3.2.4 of the Special Part.
Deed of Transfer shall mean the document certifying the transfer of the Premises to the Lessee for Permitted Use, which, upon proper signature by the Parties, becomes an integral part of the Agreement. The Deed of Transfer must be drawn up in accordance with the form provided by the Lessor.
Transfer Term shall mean the term specified in Clause 4.1 of the Special Part.
Priority Right shall mean the Lessee’s priority right to acquire the Premises by the right of ownership under the conditions and in accordance with the procedure provided for in Clause 6 of the General Part.
Commencement Date shall mean the day of the transfer of the Premises to the Lessee in accordance with the Deed of Transfer signed by the Parties, from which the legal lease relationship commences, the Lease Term starts to count and the Lease Fee needs to be paid.
Framework Agreement shall mean the framework Purchase and Sale Agreement of the Premises concluded between the Lessor and the Lessee on the day of concluding this Agreement, which together with this Agreement shall constitute one Premises Lease Transaction and shall form an integral part of this Agreement.
Special Part shall mean the special part of this Agreement, which sets out the special terms and conditions of the Agreement and which is an integral part of the Agreement.
Agreement shall mean this agreement concluded between the Parties for the Lease of Premises, which consists of the Special Part and the General Part, together with all annexes to the Agreement, as well as subsequent amendments and supplements.
Party(ies) shall mean the Lessor and/or the Lessee.
Legal Requirements shall mean the requirements provided for in any law, ruling, regulation, rule, court or arbitration decision or any other legal act adopted by the relevant Lithuanian or European Union institution both before and after the conclusion of the Agreement.
2. Subject-Matter of the Agreement
2.1. The Lessor undertakes to lease the Premises (i.e. to provide temporary management and use for a fee) to the Lessee under the conditions, procedure and terms provided for in the Agreement, and the Lessee undertakes to lease the Premises from the Lessor (i.e. to accept temporary management and use for a fee).
2.2. The Premises shall be leased in the condition as they are (will be) on the day of concluding the Deed of Transfer.
2.3. The Lessee hereby declares that it is duly informed that the condition of the Premises (installation level, etc.) assessed by the Lessee on the day of concluding the Agreement or at any time before the conclusion of the Agreement may differ from the condition of the Premises on the date of the Deed of Transfer because the previous owner or user of the Premises may, upon vacating the Premises, take all changes and improvements to the Premises or for any other reason.
2.4. In the event that a specific number of Parking Places is specified in Clause 3.3.1 of the Special Part, the Lessee shall also have the right to use the Parking Places from the Commencement Date.
3. Terms of Use of the Premises
3.1. The Premises shall be leased and the Lessee undertakes to use the Premises exclusively for activities that comply with the Permitted Use. The Lessee, in order to use the Premises (or part thereof) for a purpose other than the Permitted Use, must obtain the Lessor’s prior written consent.
3.2. On the basis of this Agreement, the Lessee shall have the right to declare the place of residence of his or her family members at the address of the Premises without the separate written consent of the Lessor. Upon expiry or termination of the Agreement and failure of the Lessee to acquire the Premises, he or she must deregister the declaration of residence of himself or herself and his or her family members within 3 (three) business days. If this obligation is not fulfilled, the Lessee must pay the Lessor a fine in the amount of EUR 30 (thirty euros) for each day of non-registration of the declared place of residence.
3.3. The Lessor shall ensure that the Lessee is allowed to use the Premises for the entire Lease Term, both during the night and the day (24 (twenty-four) hours a day), 7 (seven) days a week, without any obstacles or interruptions, except for possible temporary restrictions related to access to the Premises or the Building due to accidents of the engineering systems and equipment therein, prohibitions established by state or municipal institutions or other factors beyond the control of the Lessor.
3.4. The Lessee undertakes:
3.4.1. to use the Premises and Items carefully. The Lessee must ensure that these requirements are properly complied with by all its guests or other persons present on the Premises. The Lessee undertakes to compensate the Lessor for all damage caused to the Premises and Items due to non-performance and/or improper performance of the obligations provided for in this Agreement.
3.4.2. to carry out, on its own account, the daily maintenance of the Premises, their engineering systems, equipment and other installations, including the necessary current and major repairs so as to keep the Premises in good condition, including replacement and/or refurbishment of damaged or broken (destroyed) elements of the Premises (coverings and finishes of doors and windows or their parts, light bulbs, floors, walls and ceilings, etc.);
3.4.3. to keep the Premises clean and tidy, to ensure that they are not littered or polluted;
3.4.4. to use the Premises and Shared Use Objects, Shared Use Premises properly and diligently, to make all reasonable efforts not to violate the interests of the Lessor and other owners of the premises and other users in the Building;
3.4.5. in the event that an association of apartment house owners operates in the Building, to represent the interests of the Lessor, as the owner of the Premises, in the meetings of the association on the basis of this Agreement and no additional documents shall be issued to the Lessee to confirm this obligation.
3.5. The Lessee undertakes to eliminate at its own expense accidents or failures that have occurred in the Premises, the Building or their engineering systems, malfunctions of engineering systems, as well as the consequences of such accidents, failures or malfunctions (including but not limited to damage to third parties) and to restore the Premises, the Building and/or deterioration of their engineering systems or other equipment or installations therein, if this occurred due to the actions or omissions of the Lessee, his or her family members, visitors or similar persons, including cases when such accidents, failures or malfunctions occurred due to the Lessee’s failure to perform or improperly performed current or major repairs of the Premises on time.
3.6. The Lessee shall be fully liable for damages. If the insurer indemnifies the losses caused by the Lessee to the Lessor and/or third parties, it shall acquire the right of recourse against the Lessee.
3.7. The Lessee must immediately inform the Lessor orally (and as soon as practicable in writing) and, if necessary, the relevant emergency services about the accident or failure of the Premises, the Building or its engineering systems, malfunctions of the said systems and their consequences, as well as deterioration of the Premises, the Building or its engineering systems or circumstances that may cause or currently cause damage to the Premises and take appropriate measures to eliminate the accidents, failures, malfunctions and their consequences referred to in this Clause or to prevent further damage.
3.8. The Lessee must, at its own expense, ensure the protection of the Premises and the property therein from the Commencement Date until the date of return of the Premises to the Lessor in accordance with the Deed of Return. The Lessor shall not and cannot be held liable for the protection of the Premises and/or the property of the Lessee or third parties located therein.
3.9. The Lessee undertakes to comply with all instructions for use of the Building and/or Shared Use Objects and/or Shared Use Premises and/or any other documents setting out the conditions for their use. The Lessee must comply with and be bound by all decisions made by the Association of Owners (if any) and/or the Administrator, including decisions imposing financial obligations, whether or not the Lessee participated in such decisions.
3.10. The Lessee shall not be entitled to transfer the lease rights or sublease the Premises without the prior written consent of the Lessor. Violation of this obligation of the Lessee shall be considered a material violation of the Agreement. The Parties hereby agree that the Lessee, intending to transfer the rights of the Lessee or the Buyer in accordance with the framework agreement concluded between the parties or intending to sublease the Premises, before making a corresponding request to the Lessor, must pay a 3 percent (three percent) fee in the amount of the Premises price for changing the Terms and Conditions, the payment of which shall not oblige the Lessor to agree with the Lessee’s request and shall be returned to the Lessee if the Lessor has made a negative decision.
3.11. The Lessee must acquaint his or her family members with the terms and conditions of the Agreement before granting the right to use the Premises to his or her family members. All the terms and conditions of the Agreement that apply to the Lessee shall also apply to his or her family members, except for the right to acquire the Premises. By using the Premises, the Lessee and his or her family members hereby confirm and guarantee that the penalties provided for in the Agreement, the Lessor’s security guarantees are acceptable to them, do not violate their rights and/or legitimate interests and they do not and will not have any claims against the Lessor.
3.12. The Lessor is not liable and, unless the Parties expressly agree otherwise in writing, shall not be liable for the performance of any work on the installation, renewal, alteration and/or adaptation of the Premises to the Lessee during the entire term of the Agreement. The premises shall be transferred to the Lessee as they are on the day of concluding the Deed of Transfer, unless the Parties agree otherwise.
3.13. All and any work on the repair, installation, decoration, improvement, replacement or other adaptation of the Premises to the needs of the Lessee shall be performed by the Lessee at his or her own expense and risk and only with the prior written consent of the Lessor. If the Premises are not fully furnished at the time of signing the Deed of Transfer, the Tenant undertakes to complete the finishing of the Premises within 6 months from the date of signing the Deed of Transfer. The Tenant is informed that in case of failure to fulfill this obligation, they may be obliged to compensate the Lessor for the losses incurred, which will be calculated and included in the Rent, increasing it accordingly.
3.14. If the Parties agree that specific repairs, installation or other works of the Premises shall be performed (financed) by the Lessor, such works shall be performed only by the contractors selected by the Lessor. If the Parties agree that such works shall be performed (financed) by the Lessee and/or its chosen contractors, the Lessee shall assume full liability for the quality of the performed works, the damage caused, other possible negative consequences of performing such works.
3.15. In no event, including the termination of the Agreement, the Lessor shall reimburse the Lessee and the latter shall not be entitled to claim from the Lessor any costs incurred by the Lessee in repairing, installing, finishing, improving, replacing or adapting the Premises to the needs of the Lessee.
3.16. Upon termination of the Agreement, the Lessee shall the right to take only those improvements and/or alterations of the Premises made by the Lessee, including their results, which can be separated without damaging the Premises and without deteriorating the condition of the Premises. Improvements and equipment that can be separated without damage to the Premises are those improvements and equipment that, when separated, do not leave any separation marks in the Premises or such marks are minimal and do not change the aesthetic appearance of the Premises. all improvements, alterations and other results of the work performed on the Premises, which cannot be separated without damaging the Premises and without deteriorating the condition of the Premises, shall remain on the Premises at the end of the Agreement (shall become the property of the Lessor) and the Lessor shall not be obliged to reimburse the costs incurred for the performance of such improvements, alterations or other works, nor the value of the improvements themselves.
3.17. The Lessee is hereby informed and unconditionally agrees that the Lessor shall conclude an insurance contract with the insurance company of its choice for the Premises and the Items located therein. After concluding the Premises insurance contract, the Lessee shall be sent an insurance policy and insurance rules, which the Lessee undertakes to comply with, as well as a VAT invoice for concluding the insurance contract, which the Lessee shall have to pay within the terms specified therein.
4. Ownership of Premises
4.1. The Lessor hereby declares and the Lessee is informed that at the time of signing the Agreement, the Premises do not belong to the Lessor and after signing the Agreement and paying the advance payment under the Framework Agreement, the Lessor intends to buy the Premises from the current owner for the Premises price specified in the Framework Agreement.
4.2. The Parties expressly agree that the Lessor shall have the right to refuse to acquire the Premises at its own discretion, including but not limited to cases where the valuation of the Premises reveals that their value is lower than the sale price, the Lessor sees any risks of failure to coordinate the conditions for the acquisition of the Premises with the current owner, when the analysis of the real estate documents reveals information that was hidden or was not known in advance or it turns out that the Premises have defects, etc. In such case, the Agreement shall expire from the date of sending the Lessor’s notice of refusal to acquire the Premises to the Lessee. Upon termination of the Agreement on the basis specified in this Clause, the Lessor undertakes to return to the Lessee the advance payment paid in accordance with the Framework Agreement within 5 (five) days, deducting from it the costs of property valuation and other necessary and documented expenses incurred by the Lessor. By signing this Agreement, the Lessee hereby declares and confirms that the procedure provided for in this Clause fully meets the interests of the Lessee and does not violate the rights and/or legitimate interests of the Lessee and he or she does not and shall not have any claims against the Lessor.
4.3. The Lessee expressly confirms that prior to the conclusion of this Agreement, the Lessee himself or herself performed an inspection of the Premises selected by the Lessee and asked the Lessor to acquire the Premises and lease them to the Lessee as fully meeting the Lessee’s needs. The Lessee understands that the Lessor has not performed an inspection of the Premises and cannot be held liable for any defects in the Premises that the Lessee had and/or could have known/noticed during the inspection of the Premises, acting prudently as a person intending to exercise his or her right of priority in the future (regardless of whether or not he or she will in fact exercise his or her right of priority).
4.4. The Lessee hereby agrees that the Lessor shall sell the Premises or otherwise transfer the ownership of the Premises to its sister company, subsidiary or otherwise related companies without the separate written consent of the Lessee. If the Lessor transfers the Premises to another owner during the term of the Agreement, the Lessor shall also transfer all obligations provided for in this Agreement to the Lessee, including the Lessee’s Priority Right. The Lessee hereby unconditionally and irrevocably waives its right to terminate the Agreement on the grounds that the Owner of the Premises has changed.
4.5. The Lessor hereby declares and warrants that upon the Lessor’s acquisition of the ownership of the Premises, the Lessor’s rights with respect to the Premises shall not be restricted and no restrictive conditions shall be created for the Lessee to use the Premises, except for the pledge of the Premises and other restrictions provided in the Special Part.
4.6. The Lessee is hereby informed and unconditionally agrees that the Premises should be pledged in favour of the financial institution selected by the Lessor in order to ensure the fulfilment of the Lessor’s obligations under the credit agreements concluded by it. The Parties understand that the Lessor’s creditor shall have the right to initiate recovery from the pledged Premises if the Lessor fails to meet its financial obligations to the creditor, even if the Lessee fulfils its obligations to the Lessor under the Lease Agreement.
5. Lease Term
5.1. The Premises shall be leased and the Agreement shall be concluded for the Lease Term, which shall start on the Commencement Date.
5.2. At the end of the Lease Term and/or if the Lessee does not exercise the Priority Right, neither Party shall be deemed obliged to renew and/or have any right (including the Priority Right) to require the other Party to renew this Agreement. The Lessor shall not be obliged to indicate any reasons for its refusal to renew the Agreement with the Lessee. Unless the Parties agree otherwise in writing, upon expiration of the Lease Term, in case of failure of the Lessee to exercise the Priority Right or termination of the Agreement by the Parties (any of them), the Lessor shall have the right to lease the Premises, grant another right to use the Premises or transfer them to any third party at its own discretion.
5.3. Upon expiration of the Lease Term, if the Lessee does not exercise the Priority Right or in case of termination of the Agreement by the Parties (any of them), the Lessee shall lose the right to use the Premises for Permitted Use and/or any other activity and must return the Premises to the Lessor in accordance with the procedure specified in Clause 8 of the General Part.
5.4.The Parties expressly agree that upon expiration of the Lease Term, in case of failure of the Lessee to exercise the Priority Right or termination of the Agreement by the Parties (any of them) and the Lessee’s continued use of the Premises, the Agreement shall not become indefinite and the use of the Premises shall not become permitted and lawful unless the Parties expressly agree otherwise in writing.
6. Lessee’s Priority Right
6.1. A Framework Agreement is concluded together with the Agreement. The Parties hereby agree that these two agreements are interrelated and the final agreement on the purchase and sale of the Premises shall be concluded after the fulfilment of the terms of both agreements.
6.2. In the event that the Lessee does not make material violations under this Agreement during the entire Lease Term, the Lessee shall have the Priority Right to purchase the Premises from the Lessor at the price of the Premises specified in the Framework Agreement.
6.3. The Lessee, with the exceptions provided for in the Special Part, shall have the right to give the Lessor written notice of its wish to exercise the Priority Right in the following manner and within the following terms:
6.3.1. if the Premises were acquired without allocating and without paying VAT, the notification of the desire to use the Right of Priority may be submitted no earlier than 24 (twenty-four) months after the completion of construction, but in any case no later than 3 (three) months before the desired acquisition of the Premises day or the end of the Lease Term, if it is stipulated in the Lease Agreement.
6. 3.2. if the acquisition of the Premises was subject to VAT and the installation of the Premises is financed by the Lessor, the notification of the desire to use the Right of Preemption may be submitted no earlier than 12 (twelve) months after the date of installation of the Premises, but in any case no later than 3 (three) months before the desired to acquire the Premises on the day or end of the Lease Term, if it is provided for in the Lease Agreement.
6.3.3. if the payment plan (its description) selected by the Lessee provides for a minimum Lease Term, the notice on the wish to exercise the Priority Right may be submitted not earlier than 3 (three) months in advance and not later than 1 (one) month before the end of the Lease Term;
6.3.4. in other cases – not earlier than 12 (twelve) months after the date of concluding the Deed of Transfer, but in any case not later than 3 (three) months before the end of the Lease Term.
6.3.5. if the building containing the Premises is to be renovated and the Lessee wishes to exercise the Priority Rights within the terms specified in this Agreement within 2 years after the issuance of the Deed of Completion of Construction, Value Added Tax shall be added to the price of the Premises.
6.4. The Agreement on the Purchase and Sale of Premises with the Lessee must be concluded within 3 months from the date of receipt of the written notice and only after the Lessee has settled in full with the Lessor in accordance with this Agreement.
6.5. In the event that a specific Lease Term is provided for in the Special Part and the Tenant does not notify the Landlord in writing of his intention to use the Right of Preemption within the terms specified in Clause 6.3 of this Agreement and/or the Parties do not conclude the main Premises Purchase and Sale Agreement within 3 (three) months from the Tenant’s notification of the request exercise the Right of Preemption, or the Tenant refuses to enter into the Premises purchase and sale agreement, it will be considered that the Lease Agreement and the Preliminary Agreement have expired, the Tenant has unconditionally waived his Right of Preemption and the Lessor will have the right to transfer the Premises or part of them to any third parties.
6.6. The Parties hereby agree that upon the Lessee exercising the Priority Right, the Additional Part of the Lease Fee actually paid by the Lessee shall be included in the part of the Premises Price upon concluding the main Purchase and Sale Agreement. The Parties hereby expressly agree that the amount accrued by the Buyer may not exceed 15 percent (fifteen percent) of the price of the Premises and the Additional Part of the Lease price shall no longer be paid when the Lessee has accumulated this amount.
7. Payments
7.1. The Lease Fee, Utility Fees, as well as all other payments provided for in the Agreement shall be calculated and the Lessee’s obligation to pay them shall arise from the Commencement Date. The specified payments must be made by the latest of the following dates:
7.1.1. End Date;
7.1.2. the dates of return of the Premises and other Items that the Lessee must return to the Lessor upon termination of the Agreement in accordance with the Deed of Return.
7.1.3. the dates of full payment for the Premises in accordance with the concluded Purchase and Sale Agreement of Premises.
7.2. The Parties expressly agree that the timely and proper making of any payments under this Agreement to the Lessor is essential.
7.3. The Lessee undertakes to pay the Lease Fee to the Lessor by the sixth calendar day of each month for the current month, regardless of whether the Lessee has received an invoice from the Lessor. Advance Lease Fee may be paid for a period not exceeding 1 (one) month.
7.4. The Lessee shall pay the Lease Fee to the account specified in Clause 2.1.3 of the Special Part.
7.5. Utility Fees shall be set and must be paid for the electricity, water consumed in the Premises, as well as for the heating of the Premises, sewage disposal from the Premises, administration of the Premises and other services actually provided on the Premises (Utilities). The Lessee shall pay extra for the Utilities provided for the Premises. The Lessee shall pay for the Utilities for the reporting month, according to the invoice submitted by the Lessor or the respective service provider.
7.6. The Parties hereby agree that the Lessee must, within 30 (thirty) days from the Commencement Date, apply to the Utility providers for the conclusion of the relevant contracts on their behalf. Relevant contracts with the entities providing Utilities and other services shall be concluded on the basis of this Agreement and no additional documents shall be issued to the Lessee to confirm this obligation. The Parties hereby agree that the Lessee, in case of non-fulfilment of the obligation provided for in this Clause, shall be obliged to compensate the losses incurred by the Lessor and shall be deemed to be in material violation of this Agreement.
7.7. The Lessee shall pay for the Utilities within 5 (five) business days from the day of receipt of the invoice, but not later than on the last day of its payment indicated in the invoice.
7.8. The Lessee must pay (reimburse) all other costs related to the Premises incurred by the Lessor as the owner of the Premises, including, but not limited to any investments in the renovation, repair, installation, etc. of the Premises, the Building or its relevant parts. These costs shall be reimbursed by the Lessor’s unilateral decision and choice by increasing the Lease Fee, by not increasing the uncompensated amount of costs by increasing the acquisition price of the Property or by submitting an invoice to the Lessee for the payment of the respective amount.
7.9. The Parties hereby agree that the Lease Fee may also be increased unilaterally by the Lessor by notifying the Lessee 10 (ten) business days in advance in order to reimburse the costs related to the taxes paid to the state, which are calculated for the Premises or are directly related to them (e.g. land, real estate, value added tax and similar taxes) and costs related to the European interbank market interest rate (EURIBOR) paid by the Lessor. The Lessor has the right to recalculate the Rent due to an increase or decrease in EURIBOR no more than once in 6 months, the first recalculation being carried out 6 months after the date of signing the Agreement, using 6-month EURIBOR. If the EURIBOR value is negative, it is considered zero.
7.10. The parties agree that after 5 years from the date of the Transfer Deed, and every subsequent year thereafter, the Lessor has the right to review the amount of the Rent and, considering changes in the rental market, inflation, the economic situation and other circumstances relevant to the determination of the rent, increase the Principal Part of the Rent, but no more than 10 percent.
7.11. If the Lessee is late in paying the Lease Fee or other payments under the Agreement, the Lessee shall be required to pay interest on arrears at the rate of 0.06 percent (six tenths of a percent) for each day of delay, calculated on the amount due. If the Lessee is late in paying the Lease Fee and other payments under the Agreement for more than 30 (thirty) days, then the Lessee undertakes to pay interest on arrears at the rate of 0.12 percent (twelve hundredths) for each day of delay in payment, calculated from the amount overdue. Payment of default interest shall not release the Lessee from the proper performance of the obligation.
7.12. If the Lessee is late in paying the Lease Fee or other payments under the Agreement, if any legal claim, complaint, reminder and/or other notice has been submitted to the Lessee as a result thereof, the Lessee undertakes to additionally pay the Lessor a debt administration fee in the amount of EUR 50, the payment of which shall not release the Lessee from the proper performance of the obligation and which shall be calculated in case of each new delay.
7.13. Without prejudice to the rights of the Lessor under other provisions of the Agreement, in the event that the Lessee is more than 15 (fifteen) days late in paying any payments to the Lessor under the Agreement and fails to cover the entire indebtedness (including forfeit payable) within 7 (seven) days from the date of the respective Lessor’s request (or within a longer term, if such is specified in the Lessor’s request), the Lessor shall acquire the right, inter alia, to terminate the provision of any Utilities and/or other services (electricity, heating, etc.) to the Premises and/or to the Lessee. If the Lessor terminates the provision of Utilities and/or other services to the Premises and/or the Lessee in the cases provided for in this Clause, the Lessor shall not be obliged to reimburse the Lessee for any losses or expenses incurred due to termination, renewal, etc. of Utilities and/or other services.
8. Transfer and Return of Premises
8.1. The Lessor undertakes to transfer the Premises to the Tenant for Permitted Use, and the Tenant undertakes to accept the Premises from the Landlord during the Transfer Term, provided that (i) ownership of the Premises belongs to the Landlord and (ii) the Tenant has paid all sums it was obligated to pay by the Commencement Date.
8.2. The transfer of the premises to the Tenant is indicated by the Deed of Transfer in the form provided by the Lessor, signed by both Parties. If the Deed of Transfer has not been signed, but the keys to the Premises have already been handed over to the Tenant, it is considered that the Deed of Transfer has been drawn up from the moment of handing over the keys to the Tenant.
8.3. The Landlord has the right to refuse to sign the Deed of Transfer, until the Tenant has paid all the amounts that he had the obligation to pay. If the Deed of Transfer is not concluded within the Transfer Term due to the circumstances specified in this clause, it is considered that the Deed of Transfer is not concluded due to the Tenant’s fault.
8.4. The Lessee may refuse to accept the Premises and sign the Deed of Transfer only if significant deficiencies are identified that prevent the Lessee from using the Premises for Permitted Use and such deficiencies were not and/or could not have been known to the Lessee during the inspection of the Premises as provided in Clause 4.3 of this Agreement.
8.5. If the Lessee refuses to accept the Premises on the grounds provided for in Clause 8.4 of the General Terms and Conditions, the Parties undertake to immediately record the identified material deficiencies in the Premises in the Deed of Deficiencies of the Premises, which shall become an integral part of the Agreement. The Lessor must eliminate the essential deficiencies of the Premises recorded in the said Deed of Deficiencies of the Premises within a reasonable period of time and, having eliminated them, inform the Lessee thereof. After the Lessor has eliminated the said deficiencies, the Premises shall be transferred to the Lessee in accordance with the Deed of Transfer, which the Parties must conclude at the time and place specified in the Lessor’s notice of elimination of deficiencies. In the latter case, the Lessee must be given a term of not less than 2 (two) business days for signing the Deed of Transfer, calculated from the date of receipt of the Lessor’s notice on the elimination of the deficiencies of the Premises.
8.6. The Deed of Transfer concluded by the Parties shall mean and unconditionally confirm that (i) the Lessee has properly inspected the Premises prior to the conclusion of the Deed of Transfer, (ii) the Premises comply in all respects with the Lessee’s requirements and the terms of the Agreement, including the Lease Fee payable, and (iii) the Lessee has no claims against the Lessor regarding the condition, quality, level of installation, layout and/or other characteristics of the Premises.
8.7. If, through no fault of the Lessor, the Lessee for more than 3 (three) days from the end of the Transfer Term does not conclude a Deed of Transfer with the Lessor (does not accept the Premises for lease) or enters into it with reservations, it shall not release the Lessee from paying the Lease Fee under the terms and conditions and other charges, whether or not the Premises are actually used by the Lessee.
8.8. The Lessee must vacate the Premises from all items belonging to the Lessee and/or third parties and transfer (return) the arranged, clean Premises to the Lessor in accordance with the Deed of Return signed by both Parties no later than within 7 (seven) days from the End Date. Unless otherwise agreed by the Parties in the Deed of Return, the Lessee must pay the Lease Fee and Utility Fees before returning the Premises to the Lessor.
8.9. The Premises returned to the Lessor shall be in the same condition as the Premises transferred to the Lessee under the Deed of Transfer, subject to normal wear and tear of the Premises and, unless the Parties have agreed otherwise, with all the Lessee’s works (their results) which cannot be separated without damaging the Premises and without deteriorating their condition.
8.10. On the day of the return of the Premises, a general inspection of the Premises shall be carried out to identify the deficiencies to be repaired and a Deed of Return shall be signed. The Premises must be empty and clean during their inspection. The Lessee undertakes to reimburse the Lessor for all deficiency elimination costs incurred by the Lessor and documented within 10 (ten) days.
8.11. If the Lessee is late or refuses to return the Premises to the Lessor (to conclude a Deed of Return with the Lessor) in addition to the Lease Fee and other payments provided for in the Agreement, the Lessee must pay the Lessor forfeiture in the amount of 1/5 (one-fifth) of the Lease Fee for each day of delay of the return of Premises, as well as to indemnify the Lessor for all losses incurred due to non-return (or late return) of the Premises, which are not covered by the abovementioned forfeiture, which are deemed to be the minimum, fair, justifiable, reasonable and unquestionable (undisputed) losses of the Lessor due to delay in returning the Premises.
8.12. If the Lessee delays in returning the Premises, the Lessor shall have the right to enter the Premises at any time without any prior notice, remove all items (including items belonging to the Lessee and/or third parties), change the locks, turn off the electricity in the Premises, disconnect water, heating and/or provision of all and any other services to the Premises, prevent the Lessee and/or any third parties from entering and using the Premises, seal/block the entrance to the Premises, as well as otherwise freely use and manage the Premises and dispose of them. When performing the actions specified in this Clause, the Lessor may (but is not obliged to) use the services of a bailiff (recording of facts/actions, etc.).
9. Liability
9.1. The Lessor shall not be liable for:
9.1.1. temporary restrictions on the use of the Premises due to accidents, disturbances in the Premises and/or the Building, engineering systems installed or servicing them, as well as due to prohibitions established by state and/or municipal institutions or other reasons beyond the Lessor’s will;
9.1.2. for the proper provision of utilities and other services to the Premises, except in cases when the provision of such services is terminated or such services are improperly provided solely through the fault of the Lessor and without its right to terminate the provision of these services;
9.1.3. the loss, destruction or damage of the property belonging to the Lessee in the Premises or the Building, if it occurred not due to the Lessor’s fault;
9.1.4. any defects of the Premises which the Lessee could and/or should have noticed during the inspection of the Premises before the Lessor acquired the right of ownership of the Premises or which occurred during the Lessee’s use of the Premises.
9.2. The Lessor shall have the right to suspend the performance of its obligations if the Lessee fails to fulfil its obligations under the Agreement.
10. Validity, Amendment and Termination of the Agreement
10.1. This Agreement shall enter into force upon its signing and shall remain in force until the End Date.
10.2. The Lessee is subject to the version of the General Part of the Lease Agreement valid on the day of signing the Agreement, which is published on the Lessor’s website. All amendments, supplements and annexes to this Agreement shall be valid if made in writing and signed by both Parties, i.e. the Parties hereby expressly agree that any other form of agreement shall be null and void.
10.3. The Parties hereby expressly agree that the material terms of the Agreement (Lease Term, Lease Fee, Terms of Termination) as well as Clauses 4.6, 10.3, 12.2, 12.6 of the General Part of the Agreement may be changed at the request of the Lessor’s creditor only with its prior written consent, except for the cases specified in Clauses 7.8 and 7.9 of the General Part of the Agreement.
10.4. The Lessor shall have the right to terminate this Agreement unilaterally, without recourse to court before the end of the Lease Term, giving the Lessee 10 (ten) calendar days’ notice in the following cases:
10.4.1. if the Lessee uses the Premises not in accordance with the Agreement and/or the Permitted Use;
10.4.2. if the Lessee intentionally or through negligence worsens the condition of the Items and/or Premises;
10.4.3. the Lessee is more than 1 (one) month late in paying the Lease Fee and/or other payments provided for in the Agreement or violates the terms of payment of these fees 3 times per calendar year;
10.4.4. the Lessee unreasonably refuses to sign the Deed of Transfer with the Lessor or does not sign it for more than 20 (twenty) days from the end of the Transfer Term;
10.4.5. the Lessee unreasonably, i.e. in the absence of a sufficient legal or factual basis, refuses to sign the amendments to the Agreement proposed by the Lessor or does not sign them for more than 20 (twenty) days from the date of submission;
10.4.6. the Lessee does not make any repairs to the Premises which he or she is required to make in accordance with the provisions of the Agreement;
10.4.7. the Lessee otherwise materially violates this Agreement, the Lessor’s rights and legitimate interests;
10.4.8. insolvency proceedings are initiated against the Lessee.
10.5. Upon termination of the Agreement by the Lessor on any of the grounds specified in Clause 10.4 of the General Part, the Agreement shall be deemed terminated due to the fault of the Lessee.
10.6. If the Lessor terminates the Agreement on any of the grounds provided for in Clause 10.4 of the General Part, the Lessee must pay to the Lessor the Lease Fee not paid before the termination of the Agreement, all other payments and/or fines provided for in the Agreement, as well as indemnify for all losses (damages) incurred by the Lessor due to the termination of the Agreement and which cannot be covered from the Additional Part of the Lease Fee paid by the Lessee. In the event that the Lessee chooses a payment plan in which additional fees (indexation) are applied to the redemption of the Premises and the Agreement is terminated on any of the grounds provided for in Clause 10.4 of the General Part, the Lessee shall pay the remaining part of the Lease Fee by the end of the current Lease year and shall pay an additional fine of 5 percent, calculated from the Price of the Premises (Property).
10.7. The Lessee shall have the right to unilaterally, without recourse to court, terminate this Agreement before the end of the Lease Term by giving the Lessor 10 (ten) calendar days’ notice in the following cases:
10.7.1. the Premises become unusable due to circumstances for which the Lessee is not responsible;
10.7.2. the Lessor unreasonably refuses to sign the Deed of Transfer with the Lessee or does not sign it for more than 20 (twenty) days from the end of the Transfer Term.
10.8. If the Lessee terminates the Agreement in any of the cases provided for in Clause 10.7 of the General Part, the Lessor undertakes to return to the Lessee the Additional Payment of the Lease Fee and the Advance paid under the Framework Agreement within 10 (ten) days from the termination of the Agreement.
10.9. The Parties hereby expressly agree that the performance of a specific obligation within the 10-day period specified in the notice of termination of the Agreement shall not oblige the Party to revoke the decision to terminate the Agreement and shall not automatically revoke this decision.
11. Lessee’s Security
11.1. In order to ensure proper fulfilment of the Lessee’s obligations to the Lessor under the Agreement, the Lessee undertakes to pay the Lessor the Advance provided for in the Preliminary Agreement, as well as other payments that are provided for in the Special Part, no later than before the conclusion of the notarized Premises Purchase and Sale Agreement. If the Lessee is late in paying these payments, it is considered a fundamental breach of the Agreement and, among other things, the Lessor acquires the right to terminate the Agreement in accordance with General Part 10.4. point.
11.2. The parties agree that from the moment of payment of the Advance, the Additional part of the Rent, these amounts are considered pledged in favor of the Lessor in order to ensure the proper performance of the Lessee’s obligations to the Lessor under the Agreement. The lien provided for in this clause is valid until the full and proper fulfillment of the Lessee’s obligations.
11.3. If the Tenant does not fulfill or is late in fulfilling any obligation to the Lessor, including the obligation to pay the Rent, defaults and/or any other payments according to the Agreement, as well as in other cases provided for in the Legal Requirements, the Lessor (as a creditor) acquires the right to direct the recovery of the Lessee’s indebtedness to the pledged amounts . The parties expressly agree that when the Lessor starts recovery from the pledged amounts, they will be considered to have been transferred to the Lessor’s property, and the Lessor has the right to use them in accordance with the procedure established in the Agreement.
11.4. The Lessor, in the course of recovery from the pledged sums, has the right, at its discretion, to cover from them all and any unfulfilled or improperly fulfilled financial obligations of the Lessee to the Lessor under this Agreement, including the obligation to pay the Rent, Utility Taxes and non-payments, the obligation to compensate the Lessor for non-fulfillment of the Agreement or improper performance losses, as well as pay all other payments under the Agreement.
11.5. After the Lessor covers the Lessee’s indebtedness from the pledged amounts, the Lessee must pay the Lessor the missing part within 5 (five) days (and the unused part of the amounts remains pledged to the Lessor). If the Lessee does not fulfill this obligation, it is considered a fundamental breach of the Agreement and, among other things, the Lessor acquires the right to terminate the Agreement in accordance with General Part 10.4. point.
11.6. The Lessor does not pay the Lessee any interest, compensation or other payments for the pledged amounts.
12. Other Provisions
12.1. The information contained in the Agreement, related thereto, as well as disclosed during the performance of this Agreement, both intentionally and accidentally, shall be considered to be confidential. Each Party may disclose such information to third parties only to the extent necessary for the proper performance of this Agreement and only with the prior written consent of the other Party, except for information required by public authorities entitled under laws or regulations.
12.2. By signing this Agreement, the Lessee hereby gives his or her written consent to the processing of the Lessee’s personal data held by the Lessor (name, surname, personal identification number, contact details and other personal data of the Lessee related to the performance of the Agreement), as well as for the performance of the Agreement, verification of the Lessee’s solvency, for other objectively necessary purposes to transfer this data to the Lessor’s parent companies, subsidiaries, sister companies or other related companies and natural persons or legal entities providing relevant services to the Lessor (or to natural persons or legal entities providing the relevant services through them). The Lessee is hereby informed and agrees that the Lessor’s personal data (name, surname, personal identification number, contact details and other personal data of the Lessee related to the performance of the Agreement) and a copy of the signed Agreement shall be provided to the Lessor’s creditor with the aim of knowing who the Premises manager and user are. These personal data shall be processed during the implementation of the legal obligations arising from the Agreement and the processing shall be performed only in the territory of the Republic of Lithuania and shall be transferred to a third country or other data recipient only in cases provided by the laws of the Republic of Lithuania. More detailed information in accordance with the laws regulating the protection of personal data shall be provided by contacting the Lessor at the e-mail address specified in the Agreement.
12.3. Any dispute arising out of or in connection with this Agreement which is not resolved through negotiations within 14 (fourteen) days from the date of the claim of one Party concerning the performance of the obligations under this Agreement shall be settled in court in accordance with the laws of the Republic of Lithuania.
12.4. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
12.5. All information, notices or notification relating to this Agreement shall be in writing and shall be sent by e-mail, registered mail or courier (with acknowledgment of receipt) or delivered upon signature to the addresses specified in the Special Part. The Parties must inform each other of any change in their address, telephone or other contact details before they change. If it is not possible to inform the other Party before the change of such data, the Parties undertake to do so as soon as possible after the change.
12.6. It has been explained to the Lessee and he or she unconditionally agrees that the Agreement shall be registered in the Real Estate Register within 30 (thirty) calendar days from the Commencement Date.
12.7. Upon termination of the Agreement, the Lessor shall have the right to deregister this Agreement from the Real Estate Register and all other public registers in which the Agreement has been registered, without any additional consent of the Lessee or other expression of the Lessee’s will.
By signing the Special Part of the Lease Agreement, the Lessee confirms and guarantees that the Special Part constituting the Agreement and the General Part published on the Lessor’s website have been read in full and carefully, the content of the Agreement is completely clear, transparent to him or her and corresponds to his or her real will and intentions, the Agreement is entered into voluntarily, without any pressure or coercion to enter into the Agreement, all provisions of the Agreement have been individually discussed, the Lessee has been given the opportunity to negotiate and propose changes to the terms of the Agreement to meet the Lessee’s actual will, requirements and proposals, therefore they are not and shall not be considered as standard terms of the Agreement to which the Lessee has acceded. The Lessee hereby confirms and warrants that the sanctions and other consequences provided for in the Agreement for non-performance or improper performance are reasonable, justifiable and equitable and determined in accordance with the subject matter, objectives, contractual obligations of the Parties and obligations to third parties and other relevant circumstances, there is no reason for the Agreement or its individual provisions to be annulled, declared void, invalid or unlawful and that the Parties entered into the Agreement on the date specified in the Special Part.
This version of the Agreement is valid from 5th of September, 2022 until March 15th, 2023.
Previous versions of the Agreement: