# SUBLEASE OF PART OF A WAREHOUSE
## Important legal and practical warning
This is a fictional, unsigned illustrative specimen, not legal advice, a title report, a planning approval or a substitute for the superior lease and the written consent of the superior landlord. The signature lines below are blank and this specimen does not itself create a sublease, serve a notice or prove delivery. It assumes a commercial letting in England and Wales and should be checked against the Landlord and Tenant Act 1927 and 1954, section 38A of the 1954 Act, the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, the Law of Property Act 1925, the Building Safety Act 2022 where relevant, planning and environmental requirements, fire-safety duties, asbestos information, insurance terms, lender requirements, registration rules and the current VAT position. A subtenant must not occupy or alter premises until the superior lease, the consent, any licence to alter and any required registration or notice have been reviewed. The parties should obtain independent legal, tax, building-surveying and insurance advice. In this specimen, a working day means Monday to Friday excluding a bank holiday in England and Wales, and each stated time is UK local time.
Date of sublease: 20 January 2027
## 1. Parties and superior title
(1) Elm Quay Trading Limited, a company registered in England and Wales under number 09841276, whose registered office is 14 Harbour Street, Bristol BS1 5RT and whose correspondence email is property@elmquay.example.test, is the tenant under a lease dated 15 September 2024 made with Westmere Estates Limited. Elm Quay Trading Limited is called the Sublandlord.
(2) Silverline Fulfilment Limited, a company registered in England and Wales under number 12480631, whose registered office is 3 Kingswood Park, Bristol BS15 1RL and whose correspondence email is leases@silverline.example.test, is called the Subtenant.
(3) Westmere Estates Limited, company number 07154428, of Westmere House, 2 Clifton Down, Bristol BS8 2PT, is the superior landlord. Westmere Estates Limited has given written consent to this sublease in a consent letter dated 9 January 2027, reference WE/ELM/2027/019. That consent is a condition of this sublease. The Sublandlord must give the Subtenant a copy of the consent and the relevant superior-lease provisions before the Subtenant takes possession.
The superior lease is called the Superior Lease. It began on 15 September 2024 and expires at 11.59 pm on 14 September 2031. This sublease cannot grant a term, right or possession extending beyond expiry or earlier lawful termination of the Superior Lease. The Sublandlord warrants only that, on the date of this sublease, it has the right to grant this sublease with the consent already obtained. It does not warrant that the Superior Lease can be varied, assigned or renewed, or that a lender, insurer, planning authority or other person will consent to any future proposal.
## 2. Premises and term
The premises are the Premises described by boundaries in Schedule 1 at ground-floor Unit 7, Avonmouth Trade Park, Severn Road, Bristol BS11 9DL. They comprise approximately 8,450 square feet of ground-floor warehouse space, the loading bay and two parking spaces numbered 17 and 18, together with the non-exclusive rights in Schedule 1. The mezzanine, office suite, roof void, plant room, external yard outside the loading-bay boundary and all other parts of Unit 7 are excluded. The Subtenant has no right to place goods in excluded areas. Schedule 1 is a complete written description for identification and does not depend on an absent or unsigned plan.
The term is three years beginning on 1 February 2027 and ending at 11.59 pm on 31 January 2030, unless ended earlier under this sublease or the Superior Lease. Possession is conditional on cleared payment of the rent deposit in clause 4, delivery of evidence of insurance and completion of the condition record in Schedule 2. No right of renewal is promised. The parties intend the tenancy to be excluded from sections 24 to 28 of the Landlord and Tenant Act 1954 under section 38A. Elm Quay Trading Limited, as immediate landlord under the proposed sublease, served the statutory warning notice on 2 January 2027, more than 14 days before Elm Quay Trading Limited and Silverline Fulfilment Limited became bound. Before this sublease was signed, Silverline Fulfilment Limited made the simple declaration dated 18 January 2027 in the prescribed form under the 2003 Order, and its authorised director confirmed that it understood the consequences of contracting out. The warning notice and declaration are retained with this deed. If the warning notice had been served less than 14 days before the tenant became bound, a statutory declaration under the 2003 Order, made before an independent person authorised to administer it and before the tenant became bound, would have been required instead; this specimen does not pretend that alternative formal step occurred.
## 3. Use and operation
The permitted use is storage, picking and dispatch of packaged, non-perishable household textiles and small consumer goods ordered through the Subtenant's online fulfilment business. The Subtenant must not store food, animals, dangerous goods, fuels, flammable liquids, waste for third parties, controlled substances or goods requiring temperature control. It must comply with planning permission, environmental law, highway restrictions, fire risk assessments, health and safety duties, employment law, waste-transfer rules and the estate handbook. It must keep a current inventory of goods and provide it to the Sublandlord or a competent authority where lawfully requested.
The Subtenant must operate only between 6.00 am and 10.00 pm Monday to Saturday and between 8.00 am and 6.00 pm on Sunday, unless the Sublandlord and superior landlord agree a written change. It must not cause nuisance, obstruction, vibration, dust, odour or abnormal noise. Vehicle movements must use the loading bay and must not block the fire route. A forklift may be used only by trained operators and only on the floor loading specified by the building information. No residential occupation, retail sales from the premises, public access, signage visible from the estate road or subletting is allowed without written consent.
## 4. Rent, deposit and VAT
The annual rent is £48,000.00, exclusive of VAT and other sums. It is payable quarterly in advance on 1 February, 1 May, 1 August and 1 November in each year. Each quarterly instalment is £12,000.00. The first instalment, due on 1 February 2027, covers 1 February to 30 April 2027. If the Sublandlord is required or entitled to charge VAT, VAT at the rate in force on the tax point is payable in addition. At the illustrative rate of 20 per cent, each £12,000.00 instalment produces VAT of £2,400.00 and a total invoice of £14,400.00. Four illustrative instalments in a full year total £48,000.00 rent, £9,600.00 VAT and £57,600.00 including VAT. A changed statutory rate changes the VAT amount, not the rent.
The Subtenant must pay a rent deposit of £12,000.00 by 29 January 2027 to the client account identified in the completion statement. The deposit secures rent, VAT, service costs, repair costs and other sums due, but is not a substitute for the last rent payment. The Sublandlord may draw on it after giving a written statement of the amount and reason; the Subtenant must restore a draw within ten working days. Any balance is returned without interest within 30 days after vacant possession, completion of yield-up and resolution of sums properly due.
All payments must be made in cleared funds using reference SQ-7-2027. A payment is received when cleared funds reach the nominated account. The Sublandlord must give five working days' notice before changing that account and must not request a change solely by an unverified email. Interest on an overdue amount is payable at 4 per cent above the Bank of England base rate, calculated daily from the due date until payment, but not so as to create an unenforceable penalty or duplicate a statutory remedy.
## 5. Insurance, repair and compliance
The Sublandlord will maintain the building insurance required by the Superior Lease, subject to its exclusions, excesses and conditions, and will use reasonable endeavours to procure cover for the structure and common access areas. The Subtenant must insure its stock, contents, equipment, glass, business interruption, public liability of at least £5,000,000 for each claim and employers' liability as required by law. Before occupation and each renewal it must provide certificates and evidence of premium payment. It must not do anything that invalidates or increases the premium of the building policy.
The Subtenant accepts the Premises in the condition recorded in Schedule 2. It must keep the interior, doors, internal finishes, loading-bay markings, installations serving only the Premises and all fixtures it installs in good, clean and safe repair, fair wear and insured risk excepted. It must promptly report leaks, defects, infestation, structural movement, fire-safety concerns and loss of security. It must not interfere with the roof, structure, external walls, service media or fire systems. The Sublandlord remains responsible for matters that the Superior Lease places on it as landlord, but the Subtenant reimburses costs caused by its breach, negligence or particular use.
The Subtenant must test and maintain its racking, alarms, electrical equipment, lifting equipment, doors and data systems through competent persons and keep inspection certificates. It must permit statutory inspections and comply with a reasonable written estate rule that does not materially change the commercial bargain. It must promptly give the Sublandlord copies of notices from an authority, insurer or superior landlord concerning the Premises.
## 6. Access, alterations and assignment
The Sublandlord, the superior landlord, their agents and contractors may enter on at least 48 hours' written notice during business hours to inspect, repair, value, show the Premises to a purchaser or mortgagee, or check compliance. No notice is required in an emergency or where a statutory authority requires immediate access. The person entering must minimise disruption and comply with the Subtenant's reasonable security rules.
The Subtenant must not make an alteration, install racking fixed to the floor, change a service, drill, erect signage, add a mezzanine, or alter the fire compartment without the Sublandlord's prior written consent and every consent required by the Superior Lease, the superior landlord, insurer, planning authority or building-control body. A consent may require drawings, structural calculations, a licence to alter, a reinstatement bond and a competent contractor. Consent to one alteration is not consent to another. The Subtenant must not assign, charge, share, licence, part with possession or hold on trust any part of the Premises. The Sublandlord will consider a fully documented request for an authorised assignment, but nothing obliges it or Westmere Estates Limited to consent.
## 7. Yielding up and enforcement
At expiry or earlier termination the Subtenant must remove stock, rubbish, racking, cabling, signage and its equipment; make good all damage; reinstate alterations where required; clean the floors and welfare areas; close and secure every door; cancel deliveries; return every key, pass and alarm code; and deliver vacant possession of the Premises and parking spaces. The parties will inspect together on 22 January 2030, without that inspection waiving any obligation. Items left behind may be removed and stored or disposed of after a reasonable written opportunity to collect them, with reasonable documented costs payable by the Subtenant.
If rent or another sum remains unpaid for 14 days after written demand, or the Subtenant materially breaches this sublease and fails to remedy a remediable breach within 20 working days after notice, the Sublandlord may use any lawful remedy. Re-entry, forfeiture and relief from forfeiture are subject to the law and any required court process. The Subtenant must not treat an alleged breach as permission to stop paying undisputed sums. The Sublandlord must notify the superior landlord where the Superior Lease requires it.
## 8. Notices and governing law
A contractual notice under this sublease must be in writing and delivered by hand, recorded post or email to the addresses and emails in clause 1, with a copy to the registered office shown at Companies House. A hand-delivered contractual notice is received when left at the relevant address during business hours. A recorded-post contractual notice is deemed received at 9.00 am on the second working day after posting unless actually received earlier. An email is received when the sender has no delivery-failure message and the message arrives before 5.00 pm on a working day; otherwise it is received at 9.00 am on the next working day. An email is not merely a copy if it satisfies this contractual rule. These deemed-receipt rules apply only to contractual notices under this sublease and do not replace a statutory, court or forfeiture service requirement. A notice relating to forfeiture, a statutory demand or a court process must also comply with the applicable mandatory procedure.
This sublease and any non-contractual obligation arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory tribunal or statutory process. The parties will keep the plan, consent, condition record, payment ledger, certificates and notices with the signed original. If a provision is invalid, it is severed only to the necessary extent; no waiver or informal conversation varies the sublease.
## 9. Execution
This is an unsigned illustrative specimen. The sublease would take effect as a deed only when each company has executed and delivered it with the intention to be bound, after the stated warning notice and declaration formalities have been completed and the completion conditions have been satisfied. Blank signature lines below are not evidence of execution, delivery or possession.
Executed as a deed on the date at the beginning of this sublease.
Executed as a deed by Elm Quay Trading Limited, acting by Helen Margaret Price, director, in the presence of:
Director signature: __________________________
Witness signature: __________________________
Witness name: Owen James Meredith
Witness address: 22 Redland Park, Bristol BS6 6SA
Witness occupation: Chartered surveyor
Executed as a deed by Silverline Fulfilment Limited, acting by Nadia Farah Khan, director, in the presence of:
Director signature: __________________________
Witness signature: __________________________
Witness name: Matthew Lewis Grant
Witness address: 8 Hazelbrook Road, Bristol BS16 4QJ
Witness occupation: Accountant
Each witness confirms that the relevant director signed or acknowledged the signature in the witness's presence and that the witness is an independent adult who is not a party to this deed.
## Schedule 1 — complete written premises description
The Premises are the enclosed ground-floor warehouse portion of Unit 7. The north boundary is the full internal face of the permanent wall separating the warehouse from the office suite, beginning at the north-west internal corner and ending at the north-east internal corner. The east boundary is the internal face of the Unit 7 east external wall from the north-east internal corner to the south-east internal corner. The south boundary is the internal face of the south external wall from the south-east internal corner to the south-west internal corner, including the roller-shutter opening and the loading-bay threshold. The west boundary is the internal face of the permanent west partition from the south-west internal corner back to the north-west internal corner. The area inside those four boundaries is approximately 32.4 metres east to west by 24.1 metres north to south, allowing for the structural piers and the loading recess, and approximately 8,450 square feet.
The Premises include the loading bay immediately outside the south roller shutter, being the rectangular paved area 6 metres wide east to west and 4 metres deep south from the external face of the south wall, bounded east by the painted line adjoining the service yard, west by the painted line adjoining the fire route, north by the roller-shutter threshold and south by the painted edge of the service yard. The Premises include parking spaces 17 and 18, each 2.6 metres wide and 5 metres long, identified by those numbers on the permanent tarmac markings in the south-east parking row. They also include non-exclusive use of the estate road, refuse point and staff welfare route as reasonably necessary to reach and use the Premises. They exclude the mezzanine, office suite, roof void, plant room, all space outside the loading-bay rectangle, parking spaces other than 17 and 18, and every other part of Unit 7. The parties acknowledge this written boundary description as the identification of the Premises; it is not a claim to alter the registered title or the Superior Lease.
## Schedule 2 — agreed condition record
On 20 January 2027 the concrete floor was swept, level and free from visible cracking beyond two hairline cracks at the loading threshold; the roller shutter operated with a working safety edge; six LED fittings operated; the fire door closer operated; the welfare room was clean; and the internal walls showed ordinary warehouse scuffing. A photographic record numbered SQ-7-001 to SQ-7-018 is held by the parties. This schedule does not certify hidden defects, asbestos, structural capacity, fire compliance or the condition of excluded areas.
## Schedule 3 — contracting-out record
The immediate landlord warning notice was addressed to Silverline Fulfilment Limited at 3 Kingswood Park, Bristol BS15 1RL, identified the proposed Premises and the proposed three-year term, stated that the tenancy would exclude sections 24 to 28 of the 1954 Act, and explained that the tenant would lose statutory renewal protection. It was served by Elm Quay Trading Limited on 2 January 2027 by recorded post and hand delivery. The postal receipt reference was ELM-SQ-020127 and the hand-delivery receipt was signed by Nadia Farah Khan at 2.15 pm.
Because the warning notice was served at least 14 days before the tenant became bound, Silverline Fulfilment Limited used the simple declaration route under the 2003 Order. Nadia Farah Khan, as its authorised director, signed the declaration on 18 January 2027, stating that the warning notice had been received, that its effect and the consequences of contracting out had been explained, and that the company understood that the tenancy would not have the usual statutory renewal rights. The declaration was made before Harriet June Bell, solicitor, of 3 Willowmere Street, Bristol BS16 1QZ. The declaration was not made by the person who served the warning notice. If the warning notice and declaration are not genuinely completed and retained before the tenant becomes bound, the parties must not treat this specimen as a valid contracting-out record.