EXHIBIT 10.14
[field for revenue stamp]
revenue stamp
for administrative documents
to be cancelled with date
or stamp or signature
RENTAL CONTRACT FOR COMMERCIAL USE
1) With this private deed I a(1) DE NORA S.P.A.
Registered in the Milan Corporate Register as no. 200888
tax ID number 01198280123
Lessor, with residence/registered offices in MILAN
Via BISTOLFI no. 35,
hereby rents to (1) DE NORA FUEL CELLS S.P.A. registered in the Milan Corporate
Register as no. 208344/1999
tax ID number 12910180152,
Lessee, who accepts for himself, his heirs, and assignees, the real estate unit
Consisting of Loft used as a workshop located in MILAN, Via dei Canzi, no. 1,
floor 1st
For 6 (SIX) years, that is, from 10/1/1999 to 09/30/2005
2) The rent is hereby fixed as 8,000,000 lire + VAT per year, for rent alone,
in total 8,000,000 lire + VAT, to be paid at lessor's domicile in 4 (four)
equal advance installments of 2,000,000 lire + VAT, due 1/1, 4/1, 7/1, 10/1.
The parties agree that the rent will be updated annually upon lessor's request.
Rent increases shall be those found by ISTAT of the consumer price index for
worker and employee families. The provisions of this article shall also be
applied to seasonal rent contracts.
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1 For individuals, specify all personal particulars (last name, first
name, place and date of birth); for companies, complete corporate name, and
Court registration number.
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3) The contract is understood to be renewed for a period of 6 (SIX) years, and
so forth unless one of the parties serves notice of termination by registered
letter sent at least 12 (twelve) months prior to expiration of the lease, and
except for termination to be communicated by lessee, within the terms and
conditions set forth in art. 27, Law 7/27/78, no. 392.
4) The lease is exclusively for WORKSHOP; lessee is prohibited from altering
said use, to sublet or transfer all or part of the premises, also gratuitously,
without lessee's written permission. Lessor's silence or acquiescence to change
in the agree use, to transfer or subletting which may occur, shall have a
solely tolerance value without any effect to lessee's benefit.
5) Lessee declares that the real estate which is the subject of this contract
shall be used to conduct business which (2)DO NOT ENTAIL direct contact with the
user and consumer public; the declared hereby expressed accounts for the entire
content and consequences of articles 34 and 35 Law 7/27/78, no. 392.
6) Failure, even partial failure, to pay the rent within 30 days of the due
date, or of the shares of additional costs within two months of request to do
so, as well as alteration in the use of the premises, shall result ipso iure
termination of the contract by lessee's action and fault, and the consequent
compensation for damages, in addition to the payment of the amount due,
pursuant to art. 1456 Civil Code. If lessor does not exercise the right granted
to him by the referenced termination clause, late payment of rent shall result
in payment of interest set at 5% above legal interest.
7) Lessee formally pledges to accept the supply of central heating at the
conditions set down by lessor, with the exception of the provision of art. 10,
Law 7/27/78, no. 392, and to reimburse lessor for expenses for operating the
facilities. The following expenses shall be borne wholly by lessee: cleaning
service, operation and regular maintenance of the elevator, water, electrical
power, and air conditioning, draining cesspools and latrines, and other common
services. Lessee shall bear 90% of the cost of janitorial service.
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2 (entail - do not entail)
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8) The premises are delivered in normal state of maintenance pursuant to art.
1575 Civil Code, unless proof to the contrary can be provided within eight days
of commencement of the lease; lessor declares that the property is in
compliance with current laws.
9) Lessee is prohibited without prior written consent from lessor to alter the
premises and the facilities existing in same which do not allow restoring the
premises to its current state at any given time.
10) Lessor reserves the right to install meters to measure water consumption
and, in that case, lessee must reimburse, in addition to the price of the water
consumed, the cost of rental, reading, and maintenance.
11) Lessee is directly responsible to lessor and third parties for damages he
[lessee] causes due to water leaks, gas leaks, etc., and to any other misuse or
negligence to the rented premises.
12) All of the repairs as per articles 1576 and 1609 Civil Code shall be borne
by lessee, as well as all other repairs pertaining to the facilities and
services; lessor will reimburse tenant, if this is not done immediately, and
the relative cost must be reimbursed to him within 30 days of the completed
repair; should this not occur, ......... lire will be withdrawn from the
security deposit, which must be restored immediately by lessee.
13) Lessor may make repairs, include non-urgent repairs, without paying any
indemnity to lessee, even if same, due to these repairs, suffers inconvenience
for more than 20 days, thereby expressly suspending the provision of art. 1584
Civil Code.
14) Lessee pledges to allow the premises to be visited by individuals seeking
to rent same, every day from 2:00 pm to 4:00 pm, starting on the first day of
the final quarter of the lease, under penalty of paying damages, without
prejudice to lessor's, or someone representing lessor, right to visit the
premises at any time for the purpose of establishing how they are being used.
15) No legal action may be instituted by lessor in arrears; the parties
consider this clause to be an essential condition in entering into this
contract.
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16) For matters not provided for in this contract, please refer to the law, as
well to the provincial customs and practices relating to leases.
17) For all disputes arising from the performance of this contract, the
competent forum shall be that of the lessor's domicile, which is elected for
all effects, to be in ...
18) The loft as per clause 1 of this contract has an area of 140 square meters
(57,500 lire per square meter).
19) This contract is understood to be without security deposit.
20) This contract is subject to VAT and shall be registered at a fixed rate in
case of use.
21) The first ISTAT adjustment of the rent will be made starting 01/01/2001.
Milan, October 6, 1999
[stamp] DE NORA FUEL CELLS spa [stamp] DE NORA s.p.a.
/s/ Federico De Nora /s/ Michele De Nora
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Federico De Nora Michele De Nora
Board Member Board Member
Signature of lessee Signature of lessor
In compliance with articles 1341 and 1342 Civil Code, the parties, jointly
agree, by reading of the laws contained in this contract, with special
attention to clauses 1, 2, 4, 5, 6, 7, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21
hereby declare their approval thereof, henceforth rejecting all reciprocal
objections.
[stamp] DE NORA FUEL CELLS spa [stamp] DE NORA s.p.a.
/s/ Federico De Nora /s/ Michele De Nora
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Federico De Nora Michele De Nora
President and CEO Board Member
Signature of lessee Signature of lessor
