Table of Contents

xChange Claim Terms and Conditions

Published December 15, 2022
Last updated June 25, 2024

1. INTRODUCTION

a. The present xChange Claims Terms & Conditions establish the standard terms for opening, processing, and settlement of all Operational Claims – hereinafter referred to simply as “Claims” – on the xChange Platform.

b. xChange Claims Terms & Conditions, also referred to simply as “Claims T&C”, act as official claim settlement policy, which is automatically applied to all trading and leasing deals on the xChange Platform.

c. The full list of used Definitions can be found in Part (5).

d. While all commercial details are negotiated and agreed upon on the Platform, in accordance with the xChange Standard Container Lease Agreement for leasing deals and the xChange Standard Sales Contract for trading deals, the terms below govern the process and responsibilities regarding the opening, processing, and resolving of Operational Claims. These terms have been designed with the objective of maximum neutrality and fairness between the Suppliers and Users on the Leasing Platform and Sellers and Buyers on the Trading Platform.

e. The Claims T&C are published electronically on the Container xChange website and are subject to change without prior notice. The most current and controlling version of the Terms & Conditions is published at “https://www.container-xchange.com/claims-terms-and-conditions“.

f. From the moment of opening a leasing or trading deal, all involved parties agree that the version of the Claims T&C in effect at the time will apply to the respective deal.

2. LEASING CLAIMS

2.1. DAMAGE CLAIMS MANAGEMENT

2.1.1. ON-HIRE DAMAGE CLAIMS

a. The Supplier must ensure that at the time of pick-up the Equipment shall be in a good and serviceable condition and shall have been designed, manufactured, tested, and maintained in compliance with the regulations and standards detailed as per xChange Standard Container Lease Agreement.

b. To confirm the condition of the Equipment prior to the interchange, the User may choose to survey the Equipment. The costs of organizing a survey in this case shall be for the User’s account. If the survey is requested by the User, the Supplier must make the Equipment available for this inspection at their own cost, including any depot fees required for allowing the surveyor to conduct the survey.

c. In case the Equipment is leased to the User in a damaged condition and the User or User’s agents agree to pick up the damaged Equipment, the User must inform xChange about the existing damage on the day of pick-up. The User must provide photos of the damage and if possible the repair estimate within 5 working days from the actual pick-up date of the containers. xChange will then review the case and share a resolution proposal on a case-by-case basis. Failure to inform about the existing damages within the stipulated deadline means that the containers are accepted by the User “as is”.

d. In case both parties agree with xChange’s resolution proposal, the conclusion will be binding and final. All charges and credits will then automatically be settled through the xChange wallet.

e. In case the resolution proposal is rejected and the agreement is not reached, an on-hire / desk survey must be organized. The Supplier and User agree to be bound by the opinion of the joint surveyor and to equally share the cost of the survey. Any charges/credits will be automatically settled through the xChange wallet.

f. All handling charges on pick-up are on the Supplier’s account, unless agreed otherwise on the Leasing Deal page.

2.1.2. OFF-HIRE DAMAGE CLAIMS

a. When redelivering the Equipment to the Supplier’s nominated depot, the Equipment shall be deemed as to have been redelivered in undamaged condition and accepted “as is” unless the Supplier opens a Damage Claim for the affected Equipment.

b. In the event Equipment is redelivered in a damaged condition, the Supplier shall open a Damage Claim within 5 (05) working days (Mo-Fr) after the return of the Equipment. This is to be referred to as “opening a damage claim” in the below.

c. The User is liable to the Supplier for the actual or constructive total loss of the Equipment, or damage to the Equipment which occurred within the duration of the leasing deal (Wear & Tear excluded).

d. Confirmation of the drop-off date is a prerequisite for the opening of the damage claim for the affected Equipment.

e. The claim is to be shared with xChange via the report button on the damage leasing deal page or via an email to conops@container-xchange.com and needs to include leasing deal ID number, container number(s), EOR(s) (Estimate of Repairs), pictures of the damages, depot information and drop-off dates.

i. The repair estimates must be in English format and should include the following items:

Container number, Comp code, Loc code, Damage code, Repair code, Length, Width, Quantity, Labour Hours, Labour Cost, Material Cost, Total Cost and Currency.

ii. Photos should clearly depict the damages and the container number

f. If the damage claim is not submitted to xChange within the timeframe stipulated above, the claim will be considered extemporaneous and therefore null and void.

g. In case the above-mentioned time-frame cannot be met due to reasons beyond the control of the Supplier, xChange reserves the right to approve or deny the opening of the damage claim as per its own discretion.

h. In cases where the damaged Equipment is repairable but cannot be repaired at the agreed drop-off location, both parties agree to follow with the following resolution plan for the connected Damage Claim:

i. The parties must find the closest location which can provide the repairs.
ii. The chosen location must provide a repair estimate for the equipment.
iii. Either a physical or desk survey must be organized for the affected units.
iv. The damage claim is then settled as per results of the survey.
v. The transportation costs to the chosen location are to be borne by the Supplier.

i. All handling charges on drop-off are on the Supplier’s account, unless agreed otherwise on the leasing deal page.

2.1.3. DAMAGE SETTLEMENT WITH NO INSURANCE / BASIC INSURANCE

a. After the Damage Claim is opened, xChange shall check the submitted claim for completeness and applicability and once approved xChange shall then forward the claim to the User.

b. Within five (05) working days (Mo-Fr) after receiving the damage claim from xChange, the User shall either confirm acceptance of the estimated repair damages or dispute the claimed damages as per xChange Standard Container Lease Agreement.

c. If the User agrees with the repair damages or does not respond to xChange within the number of working days stated above, the User shall pay for said repairs specified in the estimate, excluding the Wear & Tear.

i. If applicable, any previously agreed DPP shall be subtracted from the estimated repair amount.

ii. Any charges/credits will be automatically settled through the xChange wallet.

d. In case the User disagrees with the estimate of repair costs or disagrees that any item should be for the User account, the User shall detail its objections on a line item level within the period stated above and share it with xChange either on the leasing deal chat or per email (conops@container-xchange.com).

i. The Damage Claim and all supporting documents shall then be reviewed by xChange.

ii. An assessment of the case will be issued and a resolution proposal put forward to all parties involved.

iii. Within five (05) working days (Mo-Fr) of receiving the above mentioned resolution proposal, User and Supplier shall revert to xChange on the leasing deal chat with either confirmation or rejection of the proposal.

iv. Failure to respond within the above-mentioned time-frame will result in automatic acceptance of the proposal. In case said time-frame cannot be met by either one of the parties for reasons beyond its control, xChange reserves the right to approve or deny the closure of the damage claim as per its own discretion.

v. In case both parties agree with xChange’s resolution proposal, the conclusion will be binding and final and any charges/credits shall be automatically settled through the xChange wallet.

vi. In case one or both parties disagree with xChange’s resolution proposal, a survey will be organized by xChange within ten (10) working days (Mo-Fr). Both parties can alternatively choose to appoint a surveyor of their choice to conduct a survey based on the mutual agreement. In this case both parties must inform xChange about their choice within five (5) working day after the rejection of the resolution proposal. The survey must then be organized within ten (10) working days.

vii. In either case an appointed external joint surveyor will inspect the Equipment, review the Damage Claim including all supporting documents and issue a final opinion. The Supplier is to make the equipment available for survey at their own cost, including all of the handling and lifting fees. The Supplier and the User agree to be bound by the opinion of the joint surveyor and to equally share the cost of the survey. Any charges/credits will be automatically settled through the xChange wallet.

viii. In case the Supplier does not make the equipment available for survey within fifteen (15) working days (Mo-Fr), repairs or releases the equipment before the survey has taken place, the Supplier automatically forfeits the right to claim damages and will bear all repair related costs. The Damage Claim will therefore be closed.

e. The Supplier and the User agree to be bound by the opinion of the joint surveyor and to equally share the cost of the survey. Any charges/credits shall then be automatically settled through the xChange wallet.

2.1.4. DAMAGE SETTLEMENT WITH PREMIUM INSURANCE

a. After the Damage Claim is opened, xChange shall forward the information to the insurance and issue a reminder for the Supplier to make units available for survey.

b. The Supplier must contact the Depot and make the Equipment available for inspection at their own cost, including any depot fees required for allowing the surveyor to conduct the survey.

i. In case the Supplier does not make the equipment available for survey within fifteen (15) working days (Mo-Fr) after the submission of the damage claim, repairs or releases the equipment before the survey has taken place, the Supplier automatically forfeits the right to claim damages and will bear all repair related costs.

c. The appointed surveyors will then contact the depot and schedule the survey.

d. In cases where the difference between damage claim amount and the DPP is below 50% of the DPP, the survey can be organized as either desk survey or off-hire physical inspection.

e. xChange receives the revised estimates from the surveyor and informs both the Supplier and the User. The results of the survey are final and binding.

f. The standard procedure for payment is:

i. Supplier pays the total (revised) amount to the depot

ii. xChange credits the Supplier’s wallet with the total (revised) amount minus DPP

iii. xChange charges the User’s wallet with the total (revised) amount minus DPP

iv. xChange credits the User’s wallet with the insurance refund as listed in the surveyor approved estimate.

2.2. DRV CLAIMS MANAGEMENT

2.2.1. STANDARD DRV FLOW

a. The Supplier has the right to request the User’s payment of the Discounted Residual Value (DRV) of the Equipment in cases where the affected Equipment is deemed beyond repair or in cases where the affected Equipment cannot be redelivered within the agreed-upon time frame. This is referred to as the “opening of the DRV Claim” below. The standard time frame set on the platform is 365 days.

b. In cases with a clear indication that the Equipment cannot be redelivered before the end of the 365-day period, such as loss of the container, wrong redelivery, etc., both the Supplier and the User have an opportunity to request opening of a DRV Claim for the affected Equipment.

c. Once the DRV Claim is approved by the xChange team, the User must pay the calculated DRV amount.

d. To open a DRV Claim, the Supplier must contact the xChange team via email at conops@container-xchange.com or by using the “New Claim” button on the Claims tab on the Leasing deal. The Supplier must share the Year of Manufacturing for the affected Equipment with the photos of the units and their CSC Plates with the xChange team. If the CSC Plates are not available, a Manufacturing Certificate can be submitted. In case that there is no proof of manufacturing year submitted within 1 week from the start of the DRV Claim, the DRV will be calculated based on minimum replacement rate agreed on the platform. After the calculation, the submission of a DRV Claim is considered complete.

e. Once the Supplier submits the DRV Claim, it will be reviewed internally by xChange. Once approved, the User will be informed about the opening of the DRV Claim against them, and within 5 working days, they must provide proof that the units will be returned at the earliest possible date.

i. If no proof is provided within 5 working days, the User must pay the DRV amount. The invoice for the DRV amount will be created and charged to the User.
ii. If the units can be returned within the deadline acceptable for the Supplier, the User must pay extra per diem charges until the redelivery of the containers.
iii. If the units cannot be returned within the deadline acceptable for the Supplier, the User must pay the DRV amount. The invoice for the DRV amount will be created and charged to the User.

f. In cases where the Equipment is damaged beyond repair or the cost of repair exceeds the Discounted Residual Value, a DRV claim will be opened and invoiced directly to the User. In such cases, the Supplier or the User must provide the repair estimate or any other proof that the units cannot be repaired.

g. Upon receiving the DRV amount, the Supplier is obligated to generate the transfer of ownership document and promptly provide it to the User. Once the User receives the transfer of ownership document, they are officially recognized as the rightful owner of the Equipment, and the DRV Claim is concluded.

i. In exceptional cases, xChange may require the Supplier to confirm the Equipment ownership before concluding the DRV Claim. If Equipment ownership proof is not provided and/or ownership is linked to a third party, the Supplier must provide written confirmation from the original owner affirming their consent to proceed with the DRV Claim. This verification is essential to concluding the transfer of ownership and thus closing the DRV Claim.

h. In cases where the User and the Supplier agree to swap the affected lost or damaged Equipment, xChange does not guarantee, assist, or supervise the swap. The decision to swap the containers and all respective risks are to be borne by the Supplier and the User.

2.2.2. DRV GUARANTEE MANAGEMENT

a. In cases of DRV Claims falling under the protection of the DRV Guarantee, as clarified by the xChange Standard Container Lease Agreement and xChange Leasing Payment Handling Terms and Conditions, xChange has the right to open a supplementary DRV-specific deal on the leasing platform.

b. Such supplementary deal copies all aspects of the original deal, where the Equipment was originally leased on, and substitutes the original Supplier with the xChange entity, Therefore, the overall process shall proceed as follows:

i. After the successful opening and validation of the DRV Claim, xChange will immediately refund the DRV amount to the Supplier on the original deal. The original deal shall then be closed, and all per diems under the original deal will stop on the day the DRV refund is issued to the Supplier.

ii. A supplementary DRV-specific deal is created between xChange and the User on the same day for the purpose of collecting of the full DRV amount and associated per diems until the User successfully pays the DRV claim to xChange.

iii. The supplementary DRV-specific deal shall be closed upon the successful payment of all pending per diems and DRV Claims. The Equipment will then be marked as dropped off on the day of payment of the DRV Claim.

2.3. INSURANCE CLAIMS MANAGEMENT

a. Any User who has purchased either Basic or Premium Insurance plan has an opportunity to open an Insurance claims for the lost or irreparable units, which qualify for the Insurance Loss criteria (see xChange Insurance policy for details).

b. For all Insurance claims, xChange is assisting the User in communication with the Insurance Partners and is submitting all the necessary documentation on the User’s behalf.

c. In the event Equipment is redelivered in a condition qualifying the Insurance Loss criteria and Basic or Premium Insurance plan were purchased for the particular leasing deal, the User may report the affected Equipment to xChange as a Insurance Loss claim via an email to (conops@container-xchange.com).

i. The User shall provide the xChange with a CSC plates of the affected Equipment, confirmation which party should be held liable for the Total Loss/Mysterious Disappearance of the Unit, search history (for the Mysterious Disappearance) and proof of damage (for the Total Loss).

d. After the Insurance claim for the affected Equipment is opened, xChange shall gather all of the necessary information regarding the lost containers and forward the information to the Insurance.

e. Based on the evaluation of the Insurance Partner, the refund for the Insurance claim will be issued and automatically settled through the xChange wallet in accordance with the terms of the Insurance Policy.

f. Opening of the Insurance Claim does not exclude the User from the responsibility to cover the per diems and insurance fees. The per diems and insurance fees continue to accumulate until the DRV Claim is closed and the amount is paid and received by the Supplier.

2.4. CONTAINER PICK-UP & DROP-OFF DATA CLAIM MANAGEMENT

a. Both Suppliers and Users have the right to open a claim to dispute the validity of data regarding the Pick-Up and Drop-Off of the Equipment recorded on the Leasing Platform until the 15th of the month following the month in which the data was reported to the Leasing Platform. This process shall hereinafter be referred to as “opening a PU/DO Data Claim.”

b. If the PU/DO Data Claim is not submitted to xChange in accordance with the present Terms and Conditions and within the timeframe stipulated above, the claim will be considered extemporaneous and therefore null and void.

c. In case the above-mentioned time frame cannot be met due to reasons beyond the control of the disputing party, xChange reserves the right to approve or deny the opening of the PU/DO Data Claim as per its own discretion.

d. The PU/DO Data Claim is to be shared with xChange via an email to conops@container-xchange.com or by using the “Dispute Data” button on the Leasing Deal and needs to include the following information in English format:

1. 1. 1. Container number
    2. xChange Leasing deal ID
    3. Pick-Up and Drop-Off locations as recorded on the Leasing Platform
    4. Pick-Up and Drop-Off dates as recorded on the Leasing Platform
    5. Clearly delineated disputed elements
    6. Supporting evidence for the disputed elements, such as an Equipment Interchange Report (EIR)

e. Following the opening of PU/DO Data Claims, xChange shall proceed with claim handling in following manners, based on the nature of the dispute:

i. In the event of an opened claim concerning the actual act of picking up containers, the Supplier or the User can be requested to provide evidence of pick-up. The requested party must provide the necessary evidence within 5 (five) working days after the claim has been raised. If the necessary evidence is not submitted to xChange by the requested party within the aforementioned period, the claim will be considered valid.

ii. In the event of an opened claim concerning the actual act of dropping off containers, the Supplier or the User can be requested to provide evidence of drop-off. The requested party must provide the necessary evidence within 5 (five) working days after the claim has been raised. If the necessary evidence is not submitted to xChange by the requested party within the aforementioned period, the claim will be considered valid.

iii. In the event of an opened claim concerning the dates, locations or any other data related to the pick-up and drop-off of the containers, the disputing party shall present relevant evidence within 5 (five) working days after the claim has been opened. If the necessary evidence is not submitted to xChange within the aforementioned period, the claims will be considered null and void.

f. After the PU/DO Data Claim is opened, xChange shall check the submitted claim for completeness and applicability (according to the criteria above-mentioned). Once approved xChange shall then inform the other party of the claim opening.

g. Based on the provided evidence, xChange shall provide an official conclusion to either amend or keep the Pick-Up and Drop-Off data as is on the Leasing Platform. Both Suppliers and Users are bound by the conclusion of xChange.

Claim type	Deadline to open claim	Party to provide evidence	Deadline to provide evidence
Act of picking-up containers	Until the 15th of the month following the reporting date	Requesting party	5 working days from the opening of the claims
Act of dropping-off containers	Until the 15th of the month following the reporting date	Requesting party	5 working days from the opening of the claims
Dates, location of the pick-up of containers or container numbers	Until the 15th of the month following the reporting date	Disputing party	5 working days from the opening of the claims
Dates, location of the drop-off of containers or container numbers	Until the 15th of the month following the reporting date	Disputing party	5 working days from the opening of the claims

2.5. ADDITIONAL NOTE COVERAGE

a. Any specific agreements or supplementary terms between the Supplier and the User beyond the standard xChange Claims Terms & Conditions can be documented and stored in the dedicated “Additional Notes” field on the Leasing Deal page on the xChange Platform. Such Additional Notes hold no binding character, and xChange does not process, guarantee or enforce them in any manner.

b. The payment settlement of the additional notes is possible only in full accordance with the xChange Leasing Payment Handling Terms and Conditions.

3. TRADING CLAIMS

3.1. QUALITY ISSUE CLAIMS

a. The following rules apply to the Trading deals in cases of any disputes regarding the condition or quality of Equipment upon Pick-up or Delivery.

b. xChange reserves the right to officially pause the payout of the Sale price in the event of a Quality Issue Claim being raised within 7 days after the provision of the Release Document until the resolution of the claim in accordance with the xChange Trading Payment Handling Terms & Conditions.

3.1.1. ISSUES ON GATE-BUY DEALS RAISED BY THE BUYER

a. In the event Equipment is delivered in a condition that was not agreed upon in the Negotiated Sale Terms, the Buyer shall initiate a Quality Issue Claim within 5 working days after delivery. This process shall be referred to as “raising a Quality Issue Claim” herein.

b. Such issues with conditions or specifications may include but are not limited to wrong specifications, wrong condition, wrong color, container damage etc.

c. Similarly to the Leasing Platform, a Damage Protection Plan (DPP) is set for each Gate-Buy Transaction on the Trading Platform. The standard DPP is 100 USD and it serves as the threshold for determining the damage responsibility: it means that the amount of damage on the container below 100 USD is to be borne by The Buyer. The Seller has to pay for all damages above 100 USD.

d. To initiate an official Quality Issue Claim, The Buyer shall notify xChange and the Seller via the deal page or email, detailing the issue concerning the Equipment’s condition or specifications, within 5 working days after delivery of the Equipment. The Buyer must additionally provide the evidence of the Quality Issue, including repair estimates and photos of the Equipment.

e. Upon raising a Quality Issue Claim, xChange shall verify the claim for completeness and applicability. Once approved, xChange shall forward the claim to the Seller, which will constitute officially opening a Quality Issue Claim.

f. Once the Quality Issue is validated, xChange will set the compensation amount based on the provided information. The Seller will be given 48 hours to dispute the claim and provide counter-evidence. Depending on the counter-evidence provided, xChange will determine the outcome of the Quality Issue Claim.

g. Upon approval and confirmation of the opened Quality Issue Claim by xChange, The Seller is obligated to pay the approved compensation amount to The Buyer through the wallet. The Buyer will receive the compensation amount after the approval of the Quality Issue Claim.

3.1.2. ISSUES ON PICK-UP DEALS RAISED BY THE SELLER

a. In the event that Equipment is provided in a condition or quantity not agreed upon in the Negotiated Sale Terms, the Seller shall initiate a Quality Issue Claim prior to or within 24 (twenty-four) hours after pick-up.

b. To initiate an official Quality Issue Claim, the Seller shall notify xChange and The Buyer via the Trading Deal page or email, detailing and proving the issue concerning the Equipment’s condition or quantity.

c. Upon raising a Quality Issue Claim, xChange shall verify the claim for completeness and applicability. Once approved, xChange shall forward the claim to The Buyer, which will constitute officially opening a Quality Issue Claim.

d. The resolution path for each Quality Issue is dependent on the circumstances and the timeline of the events and will be resolved on a case by case basis. The difference between the conditions and/or quantity shall be compensated fairly from The Buyer to the Seller, once the claim is validated.

3.1.3. ISSUES ON PICK-UP DEALS REPORTED BY THE BUYER

a. In the event that Equipment is provided in a condition or with specifications not agreed upon in the Negotiated Sale Terms, The Buyer shall initiate a Quality Issue Claim prior to or within 24 (twenty-four) hours after pick-up. This process shall be referred to as “raising a Quality Issue Claim” herein.

b. Such issues with conditions or specifications may include but are not limited to wrong specifications, wrong condition, container damage etc. Issues with wrong color must be resolved prior to pick-up of the Equipment.

c. Issues such as wrong color and other non-value-impacting discrepancies must be addressed prior to pick-up. These issues can be resolved through a unit swap if other suitable units are available.

d. To initiate a Quality Issue Claim, The Buyer shall notify xChange and The Seller on the Trading Platform or via an email to service@container-xchange.com, detailing the issue concerning the Equipment’s condition or specifications.

e. Upon raising a Quality Issue Claim, xChange shall verify the claim for completeness and applicability. Once approved, xChange shall forward the claim to The Seller, which will constitute officially opening a Quality Issue Claim. Should the claim be deemed incomplete or inapplicable, it will be rejected.

3.1.4. RESOLUTION PATHS ON PICK-UP DEALS REPORTED BY THE BUYER

a, The resolution path for each Quality Issue Claim is dependent on the circumstances and the timeline of the events and can be broken down into 4 major categories:

i. Early On-Site Resolution (Within 7 Days after Release Provision)
ii. Late On-Site Resolution (After 7 Days after Release Provision)
iii. Early Post Pick-Up Resolution (Within 7 Days after Release Provision)
iv. Late Post Pick-Up Resolution (After 7 Days after Release Provision)

b. If a Quality Issue Claim is raised prior to pick-up and within 7 days after the provision of the Release Document, this constitutes an Early On-Site Resolution path.

i. After raising the Claim, the Buyer is then given 72 (seventy-two) hours to provide a valid proof of the quality issue and to choose one of the following solutions:

1. 1. 1. 1. Deal Cancellation: The Buyer cancels the trading deal and receives a refund for the Sale Price. The cancellation fees received by The Buyer are guaranteed by xChange and are to be paid by The Seller
      2. Pick-Up with Quality Compensation: The Buyer picks up the Equipment and the claim continues in accordance with resolution path (iii) described below
      3. Exchange of Containers: The Buyer requests The Seller to change the containers provided for the containers of conditions and specifications agreed upon in the Negotiated Sale Terms. This option is only available, if The Seller has such containers at their disposal at the agreed location. If an exchange is not possible on the same day, dry run costs can be addressed through xChange as per section (3.3).

ii. Should The Buyer fail to provide valid evidence and decide on a resolution path within the specified time, the Quality Issue Claim will be rejected and closed.

c. If a Quality Issue Claim is raised prior to pick-up and more than 7 (seven) days after the provision of the Release Document, this constitutes a Late On-Site Resolution path.

i. After raising the Claim, The Buyer is then given 72 (seventy-two) hours to provide a valid proof of the quality issue and to choose one of the following solutions:

1. Deal Cancellation: The Buyer and the Seller must both agree to cancel the deal, which will proceed according to the specified terms. The cancellation fees to the Buyer are to be paid by The Seller and are not guaranteed by xChange
2. Pick-Up with Quality Compensation: The Buyer picks up the unit and the claim continues in accordance with resolution path (iv) described below.
3. Exchange of Containers: The Buyer requests The Seller to change the containers provided for the containers of conditions and specifications agreed upon in the Negotiated Sale Terms. This option is only available, if The Seller has such containers at their disposal at the agreed location. If an exchange is not possible on the same day, dry run costs can be addressed through xChange as per section (3.3).

ii. Should the Buyer fail to provide valid evidence or decide on a resolution path within the specified time, the Quality Issue Claim will be rejected and closed.

d. If a Quality Issue Claim is raised within 24 (twenty-four) hours after pick-up and within 7 (seven) days from the provision of the Release Document, this constitutes an Early Post Pick-Up path.

i. After raising a claim, the Buyer must provide proof of the Quality Issue within 72 (seventy-two) hours, including a detailed estimate of repairs and photographs of the affected Equipment.

ii. Failure to comply with these requirements will result in the official rejection of the Quality Issue Claim.

iii. Once the Quality Issue is validated, xChange will determine the compensation amount based on the provided evidence, the delta value and the market value. If the validated repair costs are lower than the delta value, xChange guarantees the payment of the repair costs by the Seller to the Buyer. If the repair costs exceed the delta value, xChange ensures payment of the delta value by the Seller to the Buyer.

iv. The Seller has 2 working days to dispute the claim and provide counter-evidence. Based on this counter-evidence, xChange will finalize the outcome of the Quality Issue Claim. If xChange deems the counter-evidence to confirm that the Quality Issue is not valid, the Quality Issue Claim will be rejected and closed. If the counter-evidence is not provided by The Seller or is not sufficient, the Quality Issue Claim will be confirmed, and The Seller must pay the approved compensation amount to The Buyer through the wallet.

e. If a Quality Issue Claim is raised within 1 working day after pick-up and more than 7 days from the provision of the Release Document, this constitutes a Late Post Pick-Up path.

i. After raising a claim, the Buyer must provide proof of the Quality Issue within 72 (seventy-two) hours, including a detailed estimate of repairs and photographs of the affected Equipment.

ii. Failure to comply with these requirements will result in the official rejection of the Quality Issue Claim.

iii. Once the Quality Issue is validated, xChange will determine the compensation amount based on the provided evidence, the delta value, the market value. If the validated repair costs are lower than the delta value, the Seller must pay the repair costs to the Buyer. If the repair costs exceed the delta value, the Seller must pay the delta value to the Buyer.

iv. The standard protection value for the Trading Platform is 250 USD. If the set compensation amount is lower than the protection value, xChange ensures payment of the compensation amount by the Seller to the Buyer. In an alternative case, the Buyer will receive the compensation amount after the payment is made by the Seller.

v. The Seller has 2 working days to dispute the claim and provide counter-evidence. Based on this counter-evidence, xChange will finalize the outcome of the Quality Issue Claim. If the counter-evidence confirms that the Quality Issue is not valid, the Quality Issue Claim will be declined and closed If the counter-evidence is not provided or is not sufficient, the Quality Issue will be approved.

f. The Seller and The Buyer agree to be bound by the set resolution path. Any charges/credits, unless specifically stated, shall be automatically settled through the xChange wallet in accordance with the xChange Payment Handling Terms & Conditions.

3.2. CONTAINER PICK-UP/ DROP-OFF CLAIMS

a. Both Buyers and Sellers can submit a claim to dispute data regarding the Pick-Up and Drop-Off of the Equipment on the Trading Platform until the 15th of the month following the reported data. To be valid, the claim must be submitted on the trading deal chat or via email (conops@container-xchange.com) with the required information

- - container number,
  - xChange Trading deal ID,
  - recorded Pick-Up and Drop-Off locations and dates,
  - clear details of the disputed elements,
  - and supporting evidence such as an Equipment Interchange Report.

b. Claims submitted outside this timeframe or without required information are considered invalid.

c. Once a claim is submitted, xChange has the discretion to check for completeness and validity. If needed, The Buyer or Seller must provide additional evidence within 5 working days, depending on the nature of the claim (e.g., the act of pick-up/drop-off, dates, or locations). If evidence is not provided within the stipulated time frame, the claim will be deemed valid or invalid accordingly. xChange’s decision on resolving the claim (amending or keeping the reported data) is binding on all parties.

3.3. FAILED PICK-UP & DELIVERY CLAIMS

3.3.1. Failed Pick-Ups (Pick-Up Deals)

a. For Pick-Up deals, The Buyer of the Equipment must complete all necessary prerequisites defined by xChange Standard Sales Contract prior to pick-up, including contacting the depot and informing the Seller about the upcoming pick-up. If The Buyer fails to complete any of these prerequisites, opening of a new “Failed Pick-up Claim” will not be supported and will be rejected.

b. If The Buyer has completed all the prerequisites and is unable to pick up the unit due to non-availability of the units or circumstances in the responsibility of the Seller, this will constitute a valid Failed Pick-up Claim.

c. If the Buyer finds issues with container quality, wrong color, wrong specifications, etc., on site and cancels the pick-up, this also constitutes a valid Failed Pick-up Claim.

d. To initiate a Claim, The Buyer should either report the issue on the Trading Platform, Deal Chat or report it directly to the xChange team via email to conops@container-xchange.com.

e. Upon submission of the Claim, the xChange Team will verify if all prerequisites were fulfilled and request proof of failed pick-up, such as a trucking invoice, from The Buyer.

f. Upon validation of all requisite data, the Failed Pick-up Claim will be officially opened.xChange will play the mediation role to resolve the dispute. Should no agreement be reached within 10 (ten) working days, the Failed Pick-up Claim will be closed.

g. Upon the mutual agreement of both the Seller and the Buyer, the settlement amount will be charged to the Seller to be transferred to The Buyer. The Buyer will receive the compensation amount immediately after the payment is made by the Seller.

3.3.2. Gate-Buy Deals

a. In the case of a Gate-Buy deal, the Seller is responsible for ensuring the delivery of the units as per the Negotiated Sale Terms. If the Seller has completed all necessary prerequisites for the delivery of the Equipment, but delivery could not be completed due to any issues within the responsibility of the Buyer, such as wrong depot information or blockage from the depot, this constitutes a valid “Failed Delivery Claim” by the Seller.

b. To initiate a Failed Delivery Claim, the Seller should either report the issue on the Trading Platform, Deal Chat or report it directly to the xChange team via email to conops@container-xchange.com.

c. The Seller must provide proof of the failed delivery.

d. Upon validation of all requisite data, the Failed Pick-up Claim will be officially opened. xChange will play the mediation role to resolve the dispute. Should no agreement be reached within 10 (ten) working days, the Failed Pick-up Claim will be closed.

e. Upon the mutual agreement of both the Seller and the Buyer, the settlement amount will be charged to the Buyer to be transferred to The Seller. The Seller will receive the compensation amount immediately after the payment is made by the Buyer.

4. CUSTOMER DEFAULT

a. The Customer is deemed as “Default” in a situation where they are unable to repay outstanding debts. This includes but not limited to cases outlined in the Terms of Use:

i. The Customer has filed bankruptcy in court;

ii. The Customer possesses no active business or trading license;

iii. The Customer is put in default by xChange;

iv. A fraud case involving the Customer is identified;

v. xChange has opened legal proceedings against the User to recover debt;

vi. The Customer is subject to international sanctions;

vii. The Customer is affected by force majeure

b. Once a customer falls into either of the aforementioned criteria, xChange will initiate the formal default declaration procedure.

i. The defaulting Customer shall be subject to the terms outlined in the xChange Leasing Payment Handling Terms and Conditions and xChange Trading Payment Handling Terms and Conditions, governing the consequences of default.

ii. The defaulting company is automatically blocked from engaging in new business on the xChange platform. xChange shall proceed to unwind the business relationship with the defaulting Customer in a prompt and efficient manner.

iii. The declaration of Default triggers the calculation and consequent invoicing of the total outstanding value of all non-returned Equipment owed by the defaulting Customer. This shall be done in accordance with the standard DRV procedure described in Paragraph 2.3. The outstanding value can be reduced by successful return of each leased unit, as this will lead to the cancellation of the DRV amount for the returned unit. The Supplier on the affected leasing deals is obligated to accept the return of any DRV-invoiced containers delivered to agreed drop-off locations.

iv. The affected parties remain in their legal right to continue charging per diems and ongoing credits directly to the defaulting Customer without the support of xChange.

v. The operational resolution timeframe for Default cases is limited to a two-month period following the declaration of Default. During this period, xChange will actively work to return units, find a compromise, or arrange payments. After this timeframe, xChange will pursue financial claims through appropriate pre-legal and legal measures, including but not limited to the involvement of local collection agencies etc.

vi. In pursuit of resolution and acting as the commercial agent of the container owner, xChange will, at its own discretion, undertake appropriate pre-legal and legal measures to collect outstanding amounts.

5. DEFINITIONS

5.1. LEASING DEFINITIONS

❖ “Additional Notes” mean any specific agreements or supplementary terms between the Supplier and the User beyond the standard xChange Claims Terms & Conditions, which are documented and stored in the dedicated “Additional Notes” field on the Leasing Deal page on the xChange Platform. Such Additional Notes hold no binding character, and xChange does not process, guarantee or enforce them in any manner.

❖ “Equipment” means freight containers as defined by the International Organization for Standardization (ISO) and/or related equipment, such as clip-ons.

❖ “Leasing Deal” means the specific deal between The User and The Supplier related to the lease of Equipment.

❖ “Pick-Up and Drop-Off Data” means any data related to the location or the date at which the Equipment has been picked-up or delivered. It can also apply to the container number.

❖ “Reporting date” means the date when the gate-in or gate-out movement data (as defined above) is recorded on the Leasing Platform for the first time. Depending on the reporting date, the Pick-Up and Drop-Off data might be visible on the invoice of the same or the following month.

❖ “Supplier” means the Party supplying the Equipment to the other party.

❖ “Terms of Use” are the rules and conditions that govern how the customers can access and interact with the xChange platform. They outline customers’ rights and responsibilities, as well as our policies. By using the service, customers automatically agree to comply with these terms.

❖ “Damage Claim” means an officially opened damage dispute regarding the damages on the Equipment. The claim is considered officially opened once all the required documents are shared with and approved by xChange.

❖ “DRV Claim” means an officially opened compensation claim regarding the lost or irreparable Equipment. The claim is considered officially opened once all the required documents are shared with and approved by xChange.

❖ “Insurance Claim” means an officially opened claim for an Insurance Refund regarding the lost or irreparable Equipment, which previously had Basic or Premium Insurance plan applied for the connected leasing deal. The claim is considered officially opened once all the required documents are shared with and approved by xChange.

❖ “ Leasing Platform” means the online Platform operated by xChange Solutions GmbH which The User and The Supplier use to facilitate a lease of Equipment deal.

❖ “Operational Claim” means an officially opened dispute pertaining to any parameter or issue related to an xChange transaction. Namely, damage to equipment (hereinafter referred to as “Damage Claim”), supplier compensation for loss or irreparable equipment (hereinafter referred to as “DRV Claim”), insurance refund regarding loss or irreparable equipment (hereinafter referred to as “Insurance Claim”) or Pick-Up and Drop-Off movement (hereinafter referred to as “Pick-Up and Drop-Off Claim”).

❖ “Pick-Up and Drop-Off Claim” means a dispute regarding the Pick-Up and Drop-Off movement of the Equipment formalized in an official claim. The claim is considered officially opened once all the required documents are shared with and approved by xChange.

❖ “User” means the Party utilizing the Equipment supplied by the Supplier.

5.2. TRADING DEFINITIONS

❖ “Acceptance Date” means the date and time when The Buyer and The Seller have agreed to the Negotiated Sale Terms.

❖ “Container ID” means the Equipment’s unique container identification. The identification system provides uniform international identification of containers, in documentation and in communication associated with the movement of containers from door to door. It consists of a 3-digit owner code, a 1-digit equipment category identifier, a 6-digit serial number and a 1-digit check digit.

❖ “Delta Value” means the difference between the Sale Price agreed upon in the Transaction and the current Market Value of the container. It is utilized as a reference for calculating the compensation amount in cases of quality issues.

❖ “Depot Address” means the city, post code, street name, number and any required driving instructions to the Depot designated for the pick-up of the Equipment.

❖ “Depot Name” means the name of the Depot designated for the pick-up of the Equipment.

❖ “Drop-Off Document” means the document that enables The Seller to deliver the Equipment to The Buyers nominated Depot.

❖ “Equipment” means freight containers as defined by the International Organization for Standardization (ISO) and/or related equipment, such as clip-ons.

❖ “Equipment Quantity” means the number of containers agreed to be sold in a Transaction.

❖ “Equipment Type” means the size and specification of the Equipment sold in a Transaction.

❖ “Free Storage Period” means the time after the Release Date in which The Seller covers the cost for storage.

❖ “Gate-Buy Deal” means Transaction on the Trading Platform where the Seller is responsible for delivering the shipping container to the Buyer’s designated depot.

❖ “Invoice Date” refers to the date stated on the Invoice. It marks the date on which The Transaction was concluded.

❖ “Invoice Due Date” means the latest date by which the Invoice must be paid i.e. by when the payment needs to be received on one of the bank accounts shown on the Invoice.

❖ “Invoice” means the document containing all agreed Sale Terms of a Transaction between The Buyer and The Seller and serves as demand for payment.

❖ “Local Contact” means the name, phone number, email address of the person nominated by The Seller to serve as point of contact to organize the pick-up of the sold Equipment.

❖ “Market Value” means a standardized value assigned to a container of specified condition on the Trading platform at the time a Quality Issue Claim is initiated. It acts as the benchmark value for resolving discrepancies in quality and remains fixed for the duration of the claim resolution process.

❖ “Negotiated Sale Terms” means the specific financial and conditions details related to the sale of Equipment agreed between The Seller and The Buyer. These Terms are mutually agreed by The Buyer and The Seller for each individual Transaction on The Trading Platform.

❖ “Operational Claim” means an officially opened dispute pertaining to any parameter or issue related to a Transaction on the Trading Platform. Such issues include but are not limited to Quality Issues, Container Damage & Cancellation. The full list of such issues is defined in the xChange Claims Terms & Conditions.

❖ “Payment Handling Fee” means the fee charged by xChange for handling any payments (as commercial agent of The Seller) in connection with Transactions on The Trading Platform.

❖ “Pick-Up Deal” means Transaction on the Trading Platform where the Buyer is responsible for picking up the shipping container from the Seller’s designated depot.

❖ “Protection Value: The standard amount guaranteed by xChange to be paid by the Seller to the Buyer in the event of approved Quality Issues Claims.

❖ “Release Date” refers to the date stated on the Release Document upon which The Buyer can pick up the Equipment.

❖ “Release Document” means the document which enables The Buyer to pick up the Equipment of The Transaction at the agreed Depot.

❖ “Sale Price” means the amount agreed on by The Seller and The Buyer. It is stated on the Invoice for the sale of the Equipment.

❖ “Standard Sale Terms” means the xChange Standard Container Sales Contract.

❖ “Storage Charges” means the storage costs which must be paid by The Buyer after the end of the Free Storage Period. The storage cost is negotiated on a “charge per container per day” basis between The Buyer and The Seller on The Trading Platform.

❖ “The Buyer” means the party buying the Equipment.

❖ “The Seller” means the party selling the Equipment.

❖ “The Trading Platform” means the online Platform operated by xChange Solutions GmbH which The Buyer and The Seller use to facilitate a Transaction.

❖ “Trading Deal” or “Transaction” are used interchangeably and mean the specific agreement between The Seller and The Buyer related to the sale of Equipment.

❖ “xChange” means the xChange Solutions GmbH.