Interchange General Terms and Conditions
Scope: Supplier has the right to possess and operate Equipment, has surplus and deficit of
Equipment in its operating locations and wishes to inform user of such surplus and deficit by eConNetwork Platform; User has made, or intends to make, Agreement substantially the same as this
Agreement to enable the Interchange of Equipment between suppliers. In respect of the foregoing,
User and Supplier agree as follows:
1. MAIN TERMS AND DEFINITIONS/h6>
(a) “Platform Company” means eCon-Network platform linked with www.eCon-Net.com.
(b) “Equipment” is a freight container as defined by the International Organization for
Standardization (ISO).
(c) “Supplier” has a possessory right or ownership of Leased Equipment and is a Lessor who
provides competent Equipment to other party via Platform Company.
(d) “User” is a Lessee who takes existing Equipment received from a Supplier via Platform
Company.
(e) "Agreement A" means the text field with the respective number within the (supplier-specific)
Part I of this Interchange agreement.
(f) "eCon-Network Form" means the online document provided by eCon-Network to negotiate
and record each individual transaction on Platform Company.
(g) “Cargo Worthy Condition (CW)” means second hand or used containers that can be surveyed
(if not survey) and certified to be structurally suitable for the export cargo. The container with
CW can be used for marine transportation, wind and watertight will be more than sufficient
and strong enough to keep out the elements of nature and any unwanted vermin.
(h) “IICL Container” meets the stringent inspection requirements set by the institute of
International Container Lessors (IICL) and is deemed suitable for export.
(i) “Condition of Equipment” At time of interchange, the cargo worthy standard of the Supplier
will be applicable, or as otherwise agreed by Platform Company.
(j) “Prior Consultation” In event of agreement between Supplier and User via eCon-Network,
Supplier/User have to discuss the terms or cancellation in the Request with the other party via
eCon-Network within the number of working days stated in 15days from the start of
Negotiation step.
If the Supplier or User does not respond to the other party within the number of working days
stated or the Supplier or User requests the cancel on the platform, the Supplier or User shall
pay for the cancellation fee to other party by eCon-Network platform.
(k) “Pick-up charge” is a pick-up fee User pays to Supplier. One time charge for the pick-up of
each container that it is picked up.
“Pick-up credit” is a pick-up fee Supplier pays to User. One time charge for the return of each
container that it is returned. And, if User returns Leased Equipment to changed Supplier’s
depot in another location by paying expense after the discussion with Supplier, Platform
Company regards this expense as Pick-up credit.
(l) “Cancellation fee” are stated in eCon-Network Form.
(m) “CEU” is Cost Equivalent Unit of measure based on the value of a container relative to the
cost of a 20 feet standard dry container. CEU is stated in Agreement A for Supplier and User.
For Equipment owned by Supplier, and User is responsible for CEU listed in Agreement A.
(n) “Leased Equipment” means Equipment on lease to the User from the Supplier via Platform
Company.
(o) “Replacement Value (RV)” is stated in the Request based on the agreement between Supplier
and User. For Equipment owned by Supplier, and User is responsible for Replacement Value
listed on the Request.
(p) “Total Loss” is defined as the complete destruction or loss of container, or so severe damage,
that the repair is impossible, or estimated costs for its repair would be higher than discussed
RV without intentionality and inattention. Furthermore, Platform company regards overused
container as Total Loss in accordance with 13-(a).
(q) “Interchange Terms (Request)” means the terms specific to an individual interchange
transaction on Platform Company.
I. Condition of Equipment: At time of interchange, the cargo worthy standard of the Supplier
will be applicable, or as otherwise agreed.
II. Surveys: Supplier will not survey Equipment prior to interchange. If User surveys
Equipment prior to interchange, User shall pay survey and any depot-handling costs
directly to the Supplier’s facility (Depot, Container Yard).
III. Safety: All containers supplied by Supplier through Platform Company shall comply with
applicable container provisions of ISO, CSC, ACEP, PES and Customs Convention, and
shall be within acceptable safety inspection dates as stipulated (if any) in abovementioned provisions.
IV. Equipment Interchange Receipt (EIR): Supplier/User will conclude an EIR at time of
interchange (from Supplier to User and vice versa), which will evidence the interchange
of Equipment and the condition of Equipment at time of interchange.
(r) "Redelivery Schedule" means a list of permissible return locations for the Supplier's equipment
as published on Platform company.
(s) “Wear and Tear” is damage that naturally and inevitably occurs as a result of normal wear or
aging. It is used in a legal context for such areas as warranty contracts from manufacturers,
which usually stipulate that damage from wear and tear will not be covered. Wear and Tear
shall include, but not be limited to:
I. Corrosion of metal components not due to contact with foreign substances;
II. Delamination or rot of wooden components, such as general deterioration of floor, includi
ng expansion, shrinkage or warping;
III. Color fading or adhesion failure of decals;
IV. Loose or missing parts or marking, except those that are normally removable, in the
absence of evidence or accompanying damage;
V. General paint failure or fading not due to contamination;
VI. General wear and deterioration at corner fittings;
VII. General deterioration at door gasket and fitting, including loose and corroded fittings or
loose fittings arising from normal deterioration of doors;
VIII. Scratches to metal. In addition to the above, Wear and Tear for reefer Equipment
shall include but not be limited to;
IX. General deterioration of kazoos(a part of reefer container), to include age hardening;
X. General electrolytic corrosion from dissimilar metals in contact with each other in an
electrolyte such as salt water;
XI. Flooring de-laminations resulting from routine cargo loading and unloading cycles;
XII. Failures and/or malfunctions of machinery components although machinery has been
maintained according to manufacturer’s recommendations.
XIII. De-lamination to panels not attributable to any ascertainable impact.
(t) "Guarantee terms" are stated on eCon-Network, and Supplier and User discuss it during
Negotiation step.
(u) "Build-Up Period" is a period of time in which User picks Equipment up completely.
2. Duration of the Agreement
(a) For each signatory, all terms and conditions of this Agreement shall take effect from the date
stated in Agreement A and shall remain in force until all Equipment has been redelivered or has
been found damaged beyond economical repair or has been declared physically lost and the
Replaced Value has been paid by the User.
(b) Unless otherwise agreed by the parties, the Equipment is to be used on one trip basis to
counter-balance the mutual Equipment demand and surplus situation.
3. Condition of Equipment on Delivery
(a) The Supplier warrants that at the time of delivery the Equipment shall be in a good and
serviceable condition for the export cargo.
(b) The Supplier warrants that the Equipment is delivered free from all liens and encumbrances.
(c) The Supplier warrants that all Equipment delivered is operated under CSC Approved
Continuous Examination Program (ACEP) or Periodic Examination Scheme (PES).
(d) The User must provide information to the Supplier before accepting the booking if the
Equipment is damaged easily by cargo such as unpackaged stones, coal, wood, iron scraps,
garbage, and the odor.
4. Condition of Equipment on Redelivery
(a) In the event Equipment is redelivered in a damaged condition, the Supplier shall notice the
User within 5 working days by providing a detailed estimate of repairs.
I. In the event the repairs are covered by DPP the amount of which shall be specified in the
Interchange Terms (Request) the repair costs exceeding DPP shall be paid by the User,
or
II. When there is no DPP the repair costs shall be based on a repair estimate of each piece
of Equipment, or
III. In the event those repair costs exceed the Replacement Value, the User shall pay to the
Supplier the Replacement Value in accordance with Interchange Terms (Request). For
Leased Equipment, the User and Supplier shall agree with the progress of Sub-clause 4
(e), unless otherwise agreed.
IV. In event of any delay for agreement, Platform Company will mediate repair costs between
user and supplier.
(b)The Equipment shall be redelivered in the standard set out by agreed on Platform Company.
(c) If the User does not respond to the Supplier within the number of working days stated in Subclause 4(a) of receiving the detailed estimate of repair, repair fee that User needs to pay in 5
working days or in accordance with contracted payment terms is regarded as acknowledgement.
The parties try to reach an amicable agreement.
(d) If the User disagrees with the estimate of repair costs or disagrees that any item therein should
be for the User’s account, the User shall detail its objections by notice to the Supplier within the
period stated in Sub-clause 4(a). In the event of a continuing dispute, the parties shall within 5
working days of the date of that notice appoint a third party surveyor who will survey the
Equipment and review the estimate of repairs. Or, ask Platform Company for arbitration with
review and/or survey.
(e) The Supplier and User agree to be bound by the decision of the third party surveyor or Platform
company as to the extent of the repairs payable and the cost of the survey by the User and the
reasonable cost thereof, unless otherwise agreed.
(f) All damages shall be defined in accordance with the standards set out by agreed on Platform
Company and all repairs shall be performed in accordance with the Repair Manual of Institute of
International Container Lessors, unless otherwise agreed between User and Supplier on a caseby-case basis.
5. Redelivery Procedures
(a) Subject to the terms of this Agreement, the User may redeliver any Equipment to any of the
Supplier’s depots specified in the Interchange Terms (Request) which may contain permissible
redelivery quota, or as may from time to time be mutually agreed. Redelivery will terminate this
Agreement insofar as it relates to the redelivered Equipment.
(b) The Supplier shall:
I. Nominate the depot or terminal in the location where the User shall redeliver the
Equipment as per the Interchange Terms (Request);
II. Inform the depot about the intended redelivery of the Equipment by the User; and
III. Provide the User as well as Platform Company with respective turn-in references.
(c) The User shall endeavor to give advance notice to the Supplier of the intended redelivery date
and time prior to the redelivery of the Equipment. The User must notify the Supplier of the exact
location of all Equipment leased to the User under this Agreement after free use days.
(d) If requested by the User, an Equipment Interchange Receipt (EIR) shall be signed by the
Supplier evidencing the redelivery of the Equipment.
(e) Pre-trip/Post-trip inspections on the redelivery of reefer Equipment shall be conducted by a
surveyor appointed by the Supplier.
(f) The Supplier (or User) shall within 24 hours after redelivery of the Equipment provide the User
(or Supplier) as well as Platform Company with a gate-in report of the Equipment stating location,
depot or terminal, container number and type, date and time of gate-in move, turn-in references,
and other information required by local authorities.
6. Delivery and Redelivery Costs and Charges
(a) All depot and handling charges shall be under Supplier’s account.
(b) Any transport cost or charges for transport to or from the Supplier’s depot shall be under User’s
account.
(c) Costs or charges for issuance of Equipment Interchange Receipts (EIR) shall be paid by the
party requesting such receipt.
(d) Pre-trip/Post-trip inspections on the redelivery of reefer Equipment shall be for the Supplier’s
account.
7. Payment of Rent and other Charges
(a) In consideration for interchange of the Equipment from the Supplier, the User shall pay rental
and any other charges as specified in the Interchange Terms (Agreement A 5/ Request) as from
the pick- up date less any free days as defined in the Interchange Terms (Request). The User’s
obligations to pay rental will cease on the day after redelivery into any of the Supplier’s designated
depots.
(b) An invoice of the previous month shall be sent to the User’s e-mail address in the first week
of each month.
(c) Payment shall be made by the User within 7 working days of the date of the invoice.
(d) The User shall, within the number of days stated in Sub-clause 4(a), give written notice to the
Supplier of any disputed items on the Supplier’s invoice. The Supplier will reconcile disputed items
within 7 running days of the date of the invoice providing supporting documents for such items or
by issuing an appropriate adjustment of the invoice. Notification of disputed items shall not
prejudice the obligation of the User to pay the invoices in full within the number of days stated in
Sub-clause 7(c).
8. Taxes, Dues and Charges
User shall pay all taxes, dues and charges levied on or against the Equipment arising out of or in
connection with the use of the Equipment.
Supplier shall pay all taxes, dues and charges levied on or against the Equipment arising out of
or in connection with the ownership of the Equipment.
9. Withdrawal from this Agreement and Termination of specific Interchange Transactions
(a) Any signatory to this multiparty agreement may withdraw from the Agreement at any time in
writing. From the time of such withdrawal, the signatory will no longer submit or accept requests
for transactions under this Agreement.
(b) The User may terminate any specific interchange transaction in writing with immediate effect
insofar as it relates to any Equipment
I. The use of which shall have been curtailed or obstructed by any legislation or regulation of
any government or statutory body of any country where the User wishes to use said
Equipment, or
II. which is shown to have Latent Defects such that it is unsafe or unsuitable for continued
use. Such Equipment shall be returned to the Supplier as soon as is practicable in
accordance with Clause 5(a).
(c) Where a Leased Equipment is being used, termination of Agreement shall remain in force.
10. Build Up Period
User and Supplier may discuss Build Up Period in Negotiation step to pick all Equipment out.
Regardless of Release validity and Cancellation Period, Supplier may discuss Build-Up Period
with User to prevent indefinite delay. Unless otherwise stated, a free day of Equipment under the
related Request is supposed to be counted up after 30 running days from Release issuing date.
A remaining Equipment that is not picked up may be cancelled with mutual consent.
11. Insolvency
(a) Both the User and the Supplier shall be entitled to terminate each specific interchange
transaction in the event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of
reconstruction or amalgamation) or if a receiver is appointed, or if the other party suspends
payment, ceases to carry on business or makes any special arrangement with their creditors.
(b) If the Supplier terminates a specific interchange transaction according to Sub-clause 11(a),
the Supplier shall have the right to take immediate possession of all empty Equipment supplied
to the User under this Agreement.
(c) Should the Supplier obtain the right to immediate possession of any empty Equipment covered
by this Agreement, then the User must notify the Supplier of the exact location of all Equipment
leased to the User under this Agreement and promptly redeliver all such empty Equipment to the
nearest Supplier’s depot unless otherwise agreed.
12. Lien
The Equipment is supplied for the purpose of intermodal operations in international trade and may
be used for the carriage of lawful goods by sea as well as in inland transport including the handling
at terminals and inland depots and freight stations. The Equipment is not designated for use on
any particular vessel and consequently no lien, maritime, statutory, and possessory or otherwise,
securing the obligations under this Agreement may be attached to any vessel connected in any
way with the User.
The Supplier is relying solely upon the credit of the User in supplying Equipment under this
Agreement.
13. Liabilities and Indemnity
(a) User shall be liable to the Supplier for the Total Loss of, or damage to any Equipment occurring
during the period of this Agreement. The User shall immediately notify the Supplier in writing of any
Total Loss case of Equipment and upon such notice the User’s obligations to pay rent shall cease
after payment of Replacement Value. In the event that such Total Loss occurs, the User shall be
promptly invoiced therefor and pay to the Supplier the Replacement Value of such Equipment which
constitutes the transfer of ownership of said Equipment.
In the following cases of declaration by User, User and Supplier have to fill out and file the
documents requested by the Platform Company within 15 running days after declaration date of
Total Loss. The documents necessary to settle a Total Loss will depend largely on the type of the
Total Loss and also in some cases the nature of the subject-matter guaranteed.
I. Container Loss
II. Where the subject matter guaranteed is totally destroyed
III. Irretrievably deprived thereof
IV. Where a returned container repair fee exceeds Replacement Value; the process is in
compliance with clause 4.
V. 365 running days overdue return from the end of free days defined by contract or the
terms in Request.
Therefore, the following are the important local documents required for the purpose of verifying
Total Loss:
(i) User has to submit the following:
① Detailed statement of the Platform Company format.
② Report that issued by an authorized organization if it is stolen or disappeared
③ Transportation documents such as Bill of Lading/Rail Waybill/Road Waybill or any other
contract of carriage, which includes container number and loaded cargo if it is lost in
transportation
④ Photographic evidences and repair estimate if the repair fee exceeds Replacement Value
⑤ Current status of container, which includes container number and current location if
container is not returned for more than 365 days from the end of free day
(ii) Supplier has to submit the following:
① Equipment Interchange Receipt(EIR) or related documents, which includes truck details,
gate out date of container, container number, approval mark by relevant container yard, etc.
② The certificate of ownership or possessory right
In the case of V in this sub clause 13-(a), Supplier may assert Total Loss. However, if User display
refusal and share current status and the plan to existing drop off location in 5 working days, the
approval of Total Loss shall be on hold.
(b) The Supplier and/or User shall defend, indemnify, and hold the other party harmless for any
and all claims, losses, expenses, costs or damages (including without limitation all reasonable
expenses in defending any claim or suit or enforcing this indemnity, such as court costs, attorney’s
fees, and other expenses) arising or alleged to arise directly or indirectly or incidentally out of any
failure of the User and/or Supplier to comply with its obligations under this Agreement.
The User shall indemnify the Supplier for any claim which is legally confirmed without any disputes
from either party, whether private or governmental, for injury or death to persons (including
employees of the Supplier) and for loss of or damage to property, cargo and/or vessels and/or
means of transport, arising out of or incident to the possession, leasing, operation, control or use
of the Equipment by the User.
The Supplier shall indemnify the User for any claim which is legally confirmed without any disputes
from either party, whether private or governmental, for injury or death to persons (including
employees of the User) and for loss of or damage to property, cargo and/or vessels and/or means
of transport, arising out of or incident to the ownership, manufacture, design, or supply of the
Equipment.
The Platform Company's rights of subrogation against the negligent User responsible for the loss
after the settlement of the loss. This sub clause is rooted in the principle of Guarantee program.
Where the Platform Company pays for a Total Loss, either of the whole, or in the case of any
apportionable part, of the subject matter guaranteed, he thereupon becomes entitled to take over
the interest of the Supplier in whatever may remain of the subject matter so paid for, and Platform
Company is thereby subrogated to all the rights and remedies of the Supplier in and in respect of
that subject matter as from the time of the casualty causing the loss. Hence, Platform Company
exercises the rights of indemnity to User.
(c) Each party undertakes to give to the other party immediate notice of claims or actions arising
under this Clause, and to assist in the handling of any, and all such claims or actions.
(d) If a container guaranteed is under another name which different with Supplier in Request, the
guarantee program of that container shall terminate automatically unless the Platform company
agrees in writing to continue the cover.
(e) User must use Equipment without sub leasing and is unable to establish the right of the pledge
by User. In the offence case, related all expenses and/or recovery cost shall be bear by the User
completely.
Additionally, User shall pay any and all costs associated with the redelivery of the Equipment, and
all storage, depot, repair or maintenance costs incurred as a result thereof.
14. Track and Tracing and Remote Control
If the container is fitted with a transponder or other electronic device used to track its geographical
position; and/or with devices that monitor or remotely control reefer temperatures and machinery;
and/or CA components fitted to the container, the User may utilize such devices but shall not be
entitled to permanently modify any technical features of such devices or to read or download any
data originating from any period prior to the date of interchange.
15. Governing Law
This agreement shall be governed by and construed in accordance with the Hong Kong law, and
any action to resolve any dispute arising hereunder shall be finally settled by arbitration.
16. Dispute Resolution Clause
(a) Any dispute which may arise at any time between the parties to this Agreement shall be
referred to the decision of a single arbitrator to be agreed upon between the Parties to the dispute.
(b) The complaining party shall notify the other party in writing of the dispute, disagreement or
claim. Within 30 days of such notice, representatives of both parties shall meet at an agreed
location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within
30 days after such notice, the complaining party shall seek remedies exclusively through
arbitration.
(c) If the parties are not able to agree on the arbitration within 14 days of any party notifying the
other(s) of the need to appoint an arbitrator, the arbitrator shall be appointed at the request of any
of the parties by the chief executive officer for the time being of the Hong Kong Institute of
Arbitrators.
(d) The demand for arbitration shall be made within a reasonable time after the dispute in question
has arisen, and in no event shall it be made after two years from when the aggrieved party knew
or should have known of the dispute, disagreement, or claim.
(e) The arbitration shall be conducted in Hong Kong.
17. Notices
Whenever any notice, demand, request, consent, approval, or communication of either party is
required hereunder, service shall be made in writing and either served personally, by email or
facsimile, by overnight carrier or by registered or certified mail, return receipt requested. Notice
shall be deemed effective only upon receipt by the party. All notices shall be sent to the addresses
listed above unless changed by written notice pursuant to the terms of this section.
Supplier/User priorly agree to the payment terms and pricing scheme laid out in the Commercial
Terms and Appendix [A] between Supplier/User and Platform Company which shall form part of
these Terms.
Supplier/User shall only use the platform to progress or search information about oneway lease,
and shall not be permitted to use the platform for any other commercial purpose. In particular,
Supplier and User shall not attract customers or do independent business activities from Platform
Company.
Platform Company may inform changed Membership terms notice or charge related to
compensation for damages immediately if the Supplier/User cause any willful violation or breach.
A clause in this agreement is effective on the date set forth above and are subject to update
without prior notice. The most current and applying version of the Terms and Conditions is
published at www.econ-net.com.
