9. Entry into Building
If necessary, the Service Provider and/or its agents (with materials and tools) may enter the Building at all reasonable times and upon reasonable notice to the Service Receiver for any purposes of provision of the Service under this Agreement. In an emergency, such as fire or electricity short circuit, the Service Provider and/or its agents may enter the Building by force and without prior notice to the Service Receiver. The Service Provider and/or its agents shall not be responsible for any damage incurred as a result of such entry into the Building.
10. Transfer or Grant of any Rights of Building
The Service Receiver acknowledges that, during the Service Term or the Renewed Service Term (if any), the ownership or any other rights of the Building may be partly or entirely transferred or granted to any person by the Lessor of the Building Lease Agreement. In the occurrence of such transferring or granting, the Service Receiver agrees to co-operate with the Service Provider to do any acts or things as necessary to assign and transfer the rights, duties and obligations under this Agreement and/or the Relating Agreement to the transferee or the grantee of the Building so that the transferee or the grantee will assume the rights, duties and obligations of the Service Provider toward the Service Receiver under this Agreement and/or the Relating Agreement, which includes, but not limited to, entering into any additional agreement relating thereto.
11. Transfer of Right
Unless a prior written consent is obtained from the Service Provider, the Service Receiver may not transfer all or part of any rights under this Agreement to any third parties. If all or any of leasehold rights under the Building Lease Agreement has been transferred by the Service Receiver to any third parties after obtaining the written approval of the Lessor of the Building Lease Agreement, the Service Receiver shall procure the new lessee to enter into (at the Service Receiver’s or new lessee’s own cost) a new service agreement with the Service Provider in such reasonable form as the Service Provider shall require.
12. Delegation
The Service Provider may delegate all or part of any work for provision and/or procurement of the Service under this Agreement to any third parties.
13. Taxes
The Service Fee, costs of water supply charge, waste water treatment fee, and any other amount payable under this Agreement are exclusive of value added tax (VAT). Therefore, it is mutually agreed that the Service Receiver shall additionally pay for any VAT and/or any other taxes which the Service Provider shall be required by law to collect from the Service Receiver.
14. Limitation of Service Provider’s Liability
Except as caused by gross negligence or wilful misconduct of the Service Provider or its officers, employees or agents, the Service Receiver shall not do or omit to do anything which may cause to hold the Service Provider nor its officers, employees or agents liable in any way in respect of any injury, damage, loss of business or other liability whatsoever suffered by the Service Receiver or any third parties howsoever caused, in particular, (but without limitation), caused by or through or in any way owing to:
(a) any interruption to the provision and/or procurement of the Service under this Agreement resulting from necessary repair or maintenance;
(b) by damage or destruction by fire, water, wind, earthquake, Act of God, Force Majeure, or other causes beyond the Service Provider’s control;
(c) the act, omission, neglect or default of other owners, tenants or occupants in the Industrial Land, including their employees, contractors and dependants; and
(d) any defect in the supply of electricity or from any surge, increase, reduction, variation, interruption or termination in the supply of electrical power.
15. Breach of Agreement
If the Service Receiver shall be in default of making payment of any of the Service Fee or any other amount due and payable by the Service Receiver to the Service Provider and fails to remedy such breach within 30 days from the due date, or shall be in breach of any provisions under this Agreement and/or the Relating Agreement and fails to remedy such breach within 30 days from the date of receipt of a written notice by the Service Provider, or if the leasehold right under the Building Lease Agreement or any of the properties in the Building shall be seized or attached, or any claim, petition or lawsuit shall have been filed or pursued against the Service Receiver under any bankruptcy law, or the Service Receiver shall wind its business up or enter into liquidation, then the Service Provider is entitled to terminate this Agreement at any time, the Service Receiver hereby consents the Service Provider to forfeit whole amount of Security Deposit and the Service Provider shall have the rights to stop provision and/or procurement of the Service, including the rights to arrange for stopping procurement and/or provision of water, public utilities, and/or any other services. In any of the arrangements by the Service Provider and/or its agents under this Clause, the Service Receiver shall be responsible for all damage to be incurred and the Service Receiver shall have no right to claim for any damages, including no right to claim for or file any lawsuit in civil actions and criminal offences, against the Service Provider and/or its agents.
16. Early Termination
Prior to the expiration of the Service Term or the Renewed Service Term (if any), if the Service Receiver terminates this Agreement without the Service Provider’s material breach of this Agreement, the Service Provider shall be entitled to forfeit the Security Deposit given by the Service Receiver under this Agreement and/or the Relating Agreement. Without prejudice to the Service Provider’s rights to claim for any other damages, the Service Receiver shall also pay to the Service Provider a penalty in the amount equivalent to all the Service Fee to be payable to the Service Provider under this Agreement for the remaining period of the Service Term and/or the Renewed Service Term (as the case may be).
17. Termination in the Event of Disaster or Force Majeure
If the Building or any part of the Building is destroyed or damaged by natural disaster, force majeure or fire, explosion, strike, riot, which is not caused by the Service Receiver’s or Service Provider’s fault or negligence or any other events beyond the control of the parties, the parties shall promptly meet to determine the reasonable period for repairing or restoring the Building. If the Building cannot be repaired or restored for normal use of the Service Receiver within a reasonable period as jointly determined by the Service Provider and the Service Receiver or the Building is completely destroyed, then either party shall have the right to terminate this Agreement by sending 15 day advance written notice to the other party. In that case, the Service Provider shall refund the Security Deposit in accordance with Clause 6 to the Service Receiver with a proportionate prepaid Rent, if any.