1. Preamble
a. The terms of this document apply for Leasing Transactions regulated by the xChange Standard Container Lease Agreement in which The User and The Supplier have selected “Payment-handling” through xChange for the specific Transaction.
b. xChange handles and guarantees payments only according to the terms of this document. Modifications by The User or The Supplier in the Negotiated Lease Terms that infer with the rules stipulated in this document can result in a waiver of guarantees made by xChange.
c. In the event of any conflict between the provisions of this document and “xChange Standard Lease Agreement” the provisions of this document shall prevail.
2. Invoicing
a. xChange Solutions GmbH in its capacity as commercial agent of the Supplier organizes the invoicing and collection of receivables specified in this document of Supplier vis-à-vis User related to a Transaction Contract (e.g. per-diems and pickup charges).
b. The payment terms specified in the invoices issued by xChange Solutions GmbH are binding and enforceable. Unless explicitly stated otherwise on the invoice, invoices are to be paid within 7 days. In case of overdue payments, xChange Solutions GmbH reserves the right to – at its own discretion – impose Platform restrictions on debtors (e.g. unit stop, or revoked Platform access), charge interest on late payments in accordance with Directive 2011/7/EU of the European Parliament and of the Council on combating late payment in commercial transactions, or pursue legal actions against the debtor.
c. Payment has to be made to one of the accounts specified on the Invoice. Banking fees are to be paid by the paying party.
d. Invoices are usually issued on a monthly basis. At the discretion of xChange invoices can be created at any time.
e. In case the invoiced party is subject to mandatory withholdings or deductions by operations of law (e.g. taxes), xChange Solutions GmbH reserves the right to gross-up the invoice amount with the applicable rate to ensure the party receiving payment receives the full amount, free of any deductions. The resulting additional charges are to be borne by the invoiced party.
3. xChange Deal assessment and agency services
a. The contract between The User and The Supplier for the lease of Equipment only comes into effect under the condition precedent of the approval by xChange (as agent of the Supplier). Amongst other checks as outlined in Section 6 of the platform Terms of Use (https://www.container-xchange.com/terms-of-use/), xChange assesses the past performance of The User.
4. Rental fee (per-diems)
a. Rental fees from the usage of pieces of Equipment according to Subsection 10 (a) of the xChange Standard Lease Agreement are calculated automatically and are added as charges to The Users account on a per piece of Equipment per day basis.
b. xChange credits the rental fees charged to The User according to Sub-section 4 (a) to The Suppliers account. xChange charges a 3.85% payment handling fee on credited rental fees to the Supplier.
c. xChange reserves the right at its sole discretion to stop the crediting and charging of rental fees from the moment a DRV payment can be claimed by The Supplier according to Subsection 16 of the xChange Standard Lease Agreement (e.g. if a piece of equipment has been on hire for more than 365 days).
5. Pick-up fees
a. Pick-up fees according to Subsection 10 (b) of the xChange Standard Lease Agreement are added as charges to the party’s account that has to pay the pick-up fee according to the Negotiated Lease Terms on a per picked-up container basis.
b. xChange credits the pick-up fees to the party that shall receive the pick-up fees according to the Negotiated Lease Terms on a per picked-up container basis. xChange charges a 3.85% payment handling fee on the pick-up fees to the party receiving the pick-up fees.
c. In case of an ownership transfer after a DRV case according to Subsection 16 of the xChange Standard Lease Agreement, previously credited and charged Pick-up fees for the pieces of Equipment are not refunded.
6. Storage fees
a. Storage fees according to Subsection 9 of the xChange Standard Lease Agreement are added as charges to the Users account when all pieces of Equipment of an individual leasing transaction are picked-up or when it is clear that no additional pieces of Equipment will be picked-up.
b. xChange credits the storage fees charged to the User according to Subsection 6 (a) to The Suppliers account. xChange charges a 3.85% payment handling fee on credited storage fees to the Supplier.
7. Cancellation fees
a. Cancellation fees piece of Equipment according to Subsection 12 of the xChange Standard Lease Agreement are added as charges to the party that did not fulfill a Main Obligation according to the xChange Standard Lease Agreement.
b. xChange credits the charged cancellation fees according to Subsection 7 (a) to the party that is to receive the cancellation fee. xChange charges a 3.85% payment handling fee on credited Cancellation fees to the party receiving the Cancellation fees.
8. Damages and repair fees
a. Damage and repair fees that got claimed and approved according to Subsection 5 of the xChange Standard Lease Agreement are charged to the party’s account that is responsible for the damages.
b. xChange credits the charged damage or repair fees according to Subsection 8 (a) to the damaged party. xChange charges a 3.85% payment handling fee on credited damage or repair fees to the party receiving the damage or repair fees.
9. Settlement of DRVs
a. In case of a valid claim by The Supplier for a DRV payment against The User according to Subsection 16 of the xChange Standard Lease Agreement, that was approved according to the The xChange Claims Terms and Conditions, xChange will charge the DRV amount per piece of Equipment to The Users account.
b. xChange credits the charged DRV amount to The Suppliers account. xChange charges a 25% payment handling fee on the credited DRVs to The Supplier.
c. With the crediting of the DRV amount to The Supplier according to Subsection 9 (b) xChange becomes the owner of the equipment and takes over the claims of The Supplier against The User in relation to the pieces of Equipment for which the DRVs have been credited. Such claims can be, but are not limited to, payments of rental fees and payments of DRVs.
10. Settlement of other fees
a. Other fees that are not mentioned in this document can be handled by xChange if (a) The Supplier and The User have agreed to the fees and that they can be settled by xChange and (b) xChange has confirmed its willingness to handle such fees. In such cases xChange charges the to be charged fees to the account of the debtor, but only credits the amounts to the creditors account after xChange has received the to be paid fees from the debtor. For this xChange charges a 1.95% payment handling fee to the creditor’s account.
b. Fees that are mentioned in this document but for which The Supplier and The User have agreed on deviations from this document or the xChange Standard Container Lease Agreement of how and when such fees should be charged can only be handled by xChange according to Section 10 a.). Such deviations can be, but are not limited to, higher cancellation fees than outlined in the xChange Standard Container Lease Agreement, increased rental fees after certain days on hire, shorter period for claiming DRVs for non returned containers, shorter free storage periods or other agreements made in the platform chat or the additional notes field in a individual leasing transaction.
11. Declaration of Default
a. The obligation of xChange to credit amounts under this agreement to The Supplier ceases from the moment of declaration of default of The User.
b. The obligation of xChange to credit amounts under this agreement to The User ceases from the moment of declaration of default of The Supplier.
Definitions:
“Default” means the Participant is unable to repay outstanding debts. This includes Participants in the following cases: Participant has filed bankruptcy in court; Participant possesses no active business or trading license; Participant is put in default by xChange; a fraud case involving the Participant is identified; xChange has opened legal proceedings against Participant to recover debt; Participant is subject to international sanctions; Participant is affected by force majeure.
“xChange Standard Container Lease Agreement” is the agreement that governs leasing transactions between The Supplier and The User on The Leasing Platform. The xChange Standard Container Lease Agreement can be found under: https://www.container-xchange.com/wp-content/uploads/2023/09/xChangeStandard-Container-Lease-Agreement.pdf . Capitalized words in this document are defined Sub-Section 2 (Definitions) in the xChange Standard Container Lease Agreement.