xChange Trading Payment Handling Terms and Conditions

(Effective from 25th of June 2024) 

Preamble

A. The terms of this document apply for Transactions on the xChange Trading Platform regulated by the xChange Standard Container Sales Contract in which The Buyer and The Seller 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 Buyer or The Seller in the Negotiated Deal 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 the xChange Standard Container Sales Contract, the provisions of this document shall prevail.

1) Invoicing

a) xChange in its capacity as commercial agent of The Seller organizes the invoicing and collection of receivables specified in this document of Seller vis-à-vis Buyer related to a Transaction on The Trading Platform.

b) All Invoices and Credit Notes for the Transaction will be created by xChange as agent of The Seller and made available via The Trading Platform.

2) Payment Handling

a) xChange charges a Payment Handling Fee for its handling of invoicing and payments between The Buyer and The Seller:

b) For the Sale Price, a Payment Handling Fee of 1.95% applies, payable by The Buyer.

c) For all other credits and charges, a Payment Handling Fee of 3.85% applies, payable by the receiving party.

d) The Payment Handling Fee is indicated on the Invoice.

3) Payment by The Buyer

a) Payment by The Buyer to xChange (as agent of The Seller) must be paid latest by the Invoice Due Date and before the delivery of any Equipment (unless otherwise indicated on the Invoice). This applies to Pick-Up- as well as Gate-Buy Deals.

b) For Gate-Buy Deals (In case the Equipment is delivered to The Buyer): Any alternative payment terms than stipulated in Section a) (including but not limited to payment at delivery or paying 50% upfront and 50% on delivery) are not supported or guaranteed by xChange.

c) Payment must be made to one of the bank accounts specified on the Invoice. Banking fees if any are to be paid by the paying party.

d) In case the Invoiced party is subject to mandatory withholdings or deductions by operations of law (e.g. taxes), xChange 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.

4) Payout to The Seller

a) For Pick-Up Deals: Payment of the Sale Price will be transferred to The Seller’s Wallet or (if requested) to his bank account 7 (seven) days after the provision of the Release Document on The Trading Platform.

b) For Gate-Buy Deals: Payment of the Sale Price will be transferred to The Seller’s Wallet or (if requested) to his bank account 7 (seven) days after the delivery date of the last piece of Equipment.

c) Payouts to The Seller under a) & b) are only processed by xChange if no Operational Claims have been raised by The Buyer in accordance with the xChange Standard Container Sales Contract and only if xChange has informed The Seller via The Trading Platform to deliver the Equipment to The Buyer prior.

5) Storage Charges after Free Storage Period

a) Storage Charges according to the xChange Standard Container Sales Contract are added as charges to The Buyer’s Wallet and Invoiced on a monthly basis until all pieces of Equipment have been picked-up or until the Transaction is marked as completed.

b) xChange credits the Storage Charges according to the xChange Standard Container Sales Contract to The Seller’s Wallet.

6) Cancellation Fees

a) After a cancellation according to the xChange Standard Container Sales Contract, the party that did not fulfill a Main Obligation has to pay a Cancellation Fee per cancelled piece of Equipment to the damaged party. The Cancellation Fee is shown on The Trading Platform.

b) xChange credits the charged Cancellation Fees according to the xChange Standard Container Sales Contract to the damaged party that is to receive the Cancellation Fee.

7) Claim and Dispute Payments

a) Any type of payments that got claimed and approved according to the xChange Standard Container Sales Contract are charged to the party’s account that is responsible for the damages.

b) xChange credits the payments according to the xChange Standard Container Sales Contract to the damaged party.

8) Other Fees

a) Other fees that are not mentioned in this document can only be handled by xChange if

i) The Seller and The Buyer have agreed to the fees and that they can be settled through xChange and

ii) xChange has confirmed its willingness to handle such fees but without any guarantees. In such cases xChange charges the to be charged fees to the account of the paying party, but only credits the amounts to the receiving party’s account after xChange has received the to be paid fees from the paying party.

9) Declaration of Default

a) The obligation of xChange to credit amounts under this agreement to The Seller ceases from the moment of declaration of Default of The Buyer.

b) The obligation of xChange to credit amounts under this agreement to The Buyer ceases from the moment of declaration of Default of The Seller.

10) Definitions

“Cancellation Fee” means a penalty amount paid by the customer in accordance with the cancellation rules.

“Credit Note” means the document that includes credits more than charges or only credits, which could be a result of a refund, or credits earned.

“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.

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

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

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

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

“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.

“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 Transactions on The Trading Platform where The Buyer is responsible for picking up the shipping container from The Seller’s designated 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.

“Release Document” means the document which enables The Buyer to pick up the Equipment of the Transaction at the agreed Depot. This Document is also referred to as “Release Reference”.

“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 and is part of the Negotiated Sale Terms.

“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.

“Transaction” means the specific agreement between The Seller and The Buyer related to the sale of Equipment.

“Wallet” means the central account for all xChange payments, reflecting balance, transactions, Invoices, and account settings. It is fully integrated with other platform services and updates immediately with any credits and charges.

“xChange” means the xChange Solutions GmbH