(1) Each lease contract concluded between the parties consists of the leasing agreement on specific leasing objects (hereinafter: the equipment), which is documented in a declaration of release, a possible master agreement and these General Terms and Conditions (hereinafter together: the lease contract). In the event of a conflict between these General Terms and Conditions (hereinafter: GTC) and the respective leasing agreement, the provisions of the respective leasing agreement shall prevail. Likewise, the provisions of the master agreement shall take precedence in the event of a contradiction between these GTC and the provisions of the master agreement.
(2) Unitainer and lessee agree that these GTC shall supersede and take precedence over any previously agreed General Terms and Conditions and that these GTC shall apply (subject to any further updates of which the Lessee becomes aware) to all lease contracts between the parties entered into from time to time; for the avoidance of doubt, this shall include any lease contracts which existed prior to these GTC and which are hereby amended to incorporate these GTC in place of the previously incorporated General Terms and Conditions.
(3) These GTC shall exclude the applicability of any General Terms and Conditions of lessee and shall also apply if the Lessee refers to its own General Terms and Conditions when ordering equipment from Unitainer or when accepting an offer from Unitainer for equipment.
(1) The offers of Unitainer are subject to confirmation unless otherwise stated in the offer.
Orders of lessee shall only be binding for Unitainer if and to the extent that Unitainer has issued a written order confirmation.
Insofar as offers are binding, Unitainer shall be bound by the prices contained in its offers for 5 days from their date. Otherwise, the prices stated in Unitainer order confirmation shall be decisive.
(2) Amendments and supplements to the contract must be made in writing. Employees and representatives of Unitainer are not entitled to make verbal agreements to amend the contract. Such collateral agreements, promises or arrangements shall only be binding for Unitainer after a corresponding addendum in writing.
(3) Notifications within the scope of this contract shall be made in writing.
(4) „In writing“ shall mean any form of transmission used by both parties which preserves the information contained therein and can reproduce it in physical form, such as communications received by the recipient by fax or e-mail.
(1) Deadlines and dates for deliveries and services stated by Unitainer shall always apply only approximately, unless a fixed deadline or date has been expressly promised or agreed.
(2) Unitainer shall be entitled to deliver in whole or in part unless otherwise agreed in writing.
(3) If equipment is delivered to or returned by agents, employees or subcontractors of lessee or if other actions are taken by them, these actions shall be deemed to be actions of lessee and shall be binding on lessee.
(4) Upon delivery of equipment to lessee, Unitainer (or Unitainer’s authorised depot) and lessee shall inspect the condition of the equipment and prepare an Equipment Condition Report (ECR for short) indicating the condition of each equipment at the time of delivery to and receipt by lessee. Lessee shall be deemed to have received the equipment in perfect condition unless expressly stated otherwise on the Delivery ECR signed by Unitainer and lessee at the time of receipt of the equipment by lessee from Unitainer.
(5) THE EQUIPMENT IS LEASED AS IT IS. UNITAINER MAKES NO WARRANTY AND GIVES NO REPRESENTATIONS OR WARRANTIES
(a) AS TO THE CONDITION OF THE EQUIPMENT,
(b) AS TO THE SUITABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE, OR
(c) THAT THE EQUIPMENT WILL CONFORM TO THE REQUIREMENTS OR REGULATIONS OF ANY PARTICULAR COUNTRY OR OTHER POLITICAL SUBDIVISION IN WHICH LESSEE MAY USE OR OPERATE THE EQUIPMENT.
LESSEE HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE AT THE TIME OF DELIVERY OR AT ANY TIME THEREAFTER.
(6) The equipment is identified by registered prefixes and corresponding serial numbers, which lessee shall not alter, obscure, cover, change or conceal so that the identifiability of such numbers or marks would be impaired without the prior written consent of Unitainer.
(1) If lessee is in default with the acceptance of even only a partial delivery, Unitainer shall be entitled, after the expiry of a period of at least one week to be set by UNITAINER, to withdraw from the entire contract or parts thereof and to claim damages instead of performance with regard to the entire contract or parts thereof. If Unitainer demands compensation instead of performance, the damage to be compensated shall amount to a lump sum of 25 % of the replacement value of the equipment plus any value added tax, unless Unitainer proves a higher damage or lessee proves a lower damage.
(2) If Unitainer is affected by circumstances which only became apparent after conclusion of the contract, in particular by circumstances beyond Unitainer control (force majeure), such as natural disasters, labour disputes, official interventions, supply difficulties, traffic disruptions, extraordinary traffic conditions, unforeseeable operational disruptions, unforeseeable lack of timely delivery by upstream suppliers or for other similar reasons, the delivery obligation shall be suspended for the duration of the impediment and to the extent of the effect of the impediment.
Unitainer shall inform the customer without delay that the temporary hindrance or impossibility of performance has occurred and for what reasons. If the suspension of the delivery obligation is unreasonable for the customer, he shall be entitled to withdraw from the contract after the expiry of a reasonable period to be set by him. Unitainer shall not be responsible for non-delivery or delayed delivery for the above-mentioned reasons. A claim for damages or reimbursement of expenses shall be excluded.
(1) Lessee undertakes to pay the agreed leasing rates and other charges from the date of delivery to the date of return of the equipment to Unitainer in accordance with the terms of the contract. If an earlier delivery date was agreed, the obligation to pay the leasing rates shall commence on the delivery date, even if lessee has not yet received the equipment, but at the earliest on receipt of the declaration of release by lessee. The date of payment of the leasing rates and other consideration shall be of the essence.
(2) Unless the parties have agreed otherwise, the leasing rates shall be calculated per day in USD and shall be paid by lessee monthly in advance by the third working day of a month on the basis of a standing invoice to be issued by Unitainer. If no standing invoice is issued, lessee shall pay Unitainer invoices within 30 calendar days of the invoice date.
(3) All payments shall be made in the invoice currency and to the party indicated on the invoice by electronic or telegraphic transfer without set-off against counterclaims and free of any taxes or charges and without any other deduction or withholding in immediately available funds on the payment date, i.e. when due. Offsetting against counterclaims that are expressly recognised or have been legally established remains unaffected.
(4) If the invoice is not paid when due, lessee shall pay interest on arrears at the rate of 1.5% per month or part thereof for each month or part thereof during which payment is outstanding.
(5) In the event of non-payment despite the due date, lessee may not exonerate himself by invoking force majeure.
(6) If lessee is obliged to deduct taxes, withholdings or fees from his payment or to make any other deductions or to make a payment in a currency other than the agreed currency stated in the invoice which, when converted into the invoice currency at the exchange rate on the date of payment, is less than the invoice amount, lessee shall increase the payment amount so that the net amount received by Unitainer on the due date corresponds to the amount due and lessee shall immediately provide Unitainer with proof sufficient for Unitainer.
(7) Lessee shall comply with all laws and regulations and the relevant anti-money laundering and anti-terrorist financing forms and shall ensure that all payments made by lessee to Unitainer are from lawful sources.
(8) Lessee shall bear all taxes, levies, duties and fines arising out of or in connection with the equipment during the period from delivery to return to Unitainer, except for taxes based on or measured by Unitainer’s gross or net income.
(1) Lessee shall properly use the equipment in accordance with good usage practices and comply with all loading restrictions, pre- and post-trip handling procedures and operating instructions prescribed by the manufacturer of the equipment and by Unitainer, including but not limited to the then current International Organization for Standardization (ISO) regulations and any other applicable national, regional and local regulations of the place where the equipment is located from time to time.
(2) Lessee shall avoid use of the equipment that may cause damage to or shorten the life of the equipment, including, but not limited to, excessive shock and unbalanced load. Lessee shall not use the equipment to store or transport corrosive substances, hazardous materials, hazardous wastes, cool-stored materials or goods that may corrode, oxidise, severely dent, puncture, contaminate, soil or otherwise damage the equipment.
(3) All equipment leased hereunder may be used in international trade or for related purposes only.
(1) Lessee shall, at its own expense, comply with all applicable conventions, laws, ordinances and regulations, including but not limited to provisions relating to fraud, money laundering and terrorism, with respect to any jurisdiction in which the equipment may be used or enjoyed and to which Lessee, Unitainer or the equipment may be subject. Lessee shall also comply with all regulations of any legislative, executive, administrative or judicial body exercising any power or jurisdiction over equipment and Lessee shall pay all customs duties and other charges relating to the Lease or the equipment. Lessee warrants that it does not and will not do business with countries and persons subject to EU and/or US sanctions and embargoes.
(2) Lessee shall comply with all provisions of customs law and the movement of goods, whether arising under binding international conventions, European Union law, national, regional or local laws, regulations, administrative rules or individual orders of public bodies, including the Customs Containers Conventions of 1956 and 1972, and all obligations relating to customs procedures, such as the carriage of goods under customs seal, maintenance of records and reporting to governmental and other authorities.
(3) Lessee shall be obliged to pay all customs duties, fines and penalties levied on the lease contract or the equipment on account of ownership, possession and/or use of the equipment after delivery to lessee and before return to Unitainer, irrespective of the legal basis and irrespective of whether this occurs domestically or abroad, on a national, regional or local level.
(4) Lessee shall indemnify Unitainer against any sales, use or excise taxes, personal property taxes or other direct taxes imposed on the ownership, possession, use and/or storage of the equipment or on the lease payments paid or payable after delivery of the equipment to lessee until lessee returns the equipment to Unitainer, and against any other taxes imposed on or based upon this lease contract or the execution, filing, recording or performance thereof.
The term „direct taxes“ as used herein shall include all taxes, duties and charges levied, assessed or computed by any taxing authority, other than taxes based on or measured by Unitainer’s gross or net income.
(5) In the event that any law, ordinance, regulation or rule requires the modification of the equipment or any part thereof to comply with such law, ordinance, regulation or rule, lessee agrees to make such modifications, additions and replacements at its own expense, provided Unitainer has given its prior consent to the action.
(6) All containers supplied by Unitainer depots and manufacturers shall be subject to the provisions of the Safe Containers Convention (CSC), 1972 (as amended from time to time). In accordance with the CSC, Unitainer operates an Approved Continuous Examination Programme (ACEP) which requires containers to be examined at intervals not exceeding 30 months after manufacture. Lessee is responsible for compliance of leased containers and containers taken over by direct interchange. Lessee shall ensure during the leasing period that the containers are safe and fit for their intended purpose.
(1) Lessee shall, at his own expense, keep the equipment in good and serviceable condition, repair and maintain it, and make all necessary replacements of parts, so that the equipment on return corresponds to the condition in which the equipment has been received by lessee normal wear and tear notwithstanding. Lessee shall be liable for all damage to and loss of the equipment until it is returned to Unitainer in good and serviceable condition. Lessee shall notify Unitainer immediately of any damage to the equipment that is not merely insignificant. Before returning the equipment to Unitainer, lessee shall be responsible for cleaning the equipment contaminated by cargo and for removing all deposits and obstructions on the equipment. Lessee shall be obliged to keep the marking, logo and colour of the equipment in a good and clean condition.
(2) Lessee shall have the duty of road safety with regard to the equipment in accordance with the statutory provisions.
(3) Lessee shall be liable for all costs and losses incurred by Unitainer as a result of lessee’s failure to carry out repairs or replace parts required to keep the equipment in a good and serviceable condition. Lessee shall indemnify and hold Unitainer harmless for all costs and losses incurred by Unitainer as a result of the contamination of the equipment, including but not limited to the cost of disposing of the equipment, packaging materials or freight.
(4) Lessee shall notify Unitainer in writing as soon as possible if one or more of the equipment is irreparably damaged, destroyed or lost, which notification shall include a detailed description of the damage, destruction or loss. Unitainer shall then determine whether the respective equipment is irreparably damaged, destroyed or lost or whether lessee can restore the equipment to a good and serviceable condition. If lessee does not object to Unitainer’s decision within 10 working days of becoming aware of it, Unitainer’s decision shall be final and binding. If lessee objects within 10 working days, Unitainer shall request an appraisal of the equipment by an expert to be appointed by a local chamber of commerce or a comparable neutral institution, whose decision shall be final and binding for Unitainer and lessee. The costs of the expert shall be borne equally by the contracting parties.
(5) If the equipment is irreparably damaged, destroyed or lost, lessee shall be obliged to pay Unitainer the contractually stipulated replacement value of the equipment within 30 calendar days of the invoice being issued, whereupon ownership of the equipment shall pass to lessee. The leasing rates shall continue to be charged to Unitainer until payment of the replacement value of the equipment. If equipment is returned without accessories, attachments or other items belonging to the equipment, the leasing rates shall be payable until the missing items have been returned to Unitainer or the replacement costs or damage have been reimbursed to Unitainer.
(6) Lessee shall be obliged to allow Unitainer or its representatives to inspect the equipment and to make the equipment accessible to Unitainer for this purpose.
(7) Lessee shall be obliged to provide Unitainer with a detailed list of all leased assets by location upon request. Lessee shall provide this information within seven calendar days.
(8) Lessee undertakes to provide Unitainer with audited annual financial statements and other financial information upon request.
(1) Lessee shall indemnify Unitainer against all claims asserted by third parties, including state institutions, on the basis of the delivery, use, operation or holding of the equipment. In particular, the lessee shall indemnify Unitainer against liability for personal injury and damage to property which may be suffered by third parties as a result of the use or non-use of the equipment.
(2) Each party to the contract undertakes to inform the other party without delay of claims asserted against it by third parties, to keep the other party continuously informed of the state of affairs on request and to give the other party the opportunity to raise all objections to the asserted claim comprehensively and in good time in legal or official proceedings.
(1) Lessee shall not acquire any right, title or interest in or to the equipment by the payment of any lease rates, repair charges, registration or license fees, property or other taxes, fees or charges, costs of transportation of the equipment, compliance with or performance of Unitainer’s obligations under the International Convention for Safe Containers, including but not limited to the maintenance and inspection of Containers by lessee or otherwise. The transaction covered by this agreement is a lease contract only and not a sale, conditional or otherwise, and the only right acquired by lessee under this agreement is the right to possess and use the equipment so long as lessee is not in default in the performance of this lease contract.
(2) Insofar as the equipment is owned by a third party and has been provided to Unitainer solely on the basis of a contract of use, the lease contract shall be subordinate to this contract of use, so that the lease contract shall also end upon termination of the contract of use. However, if lessee is not in default and makes all payments under the lease contract, lessee shall be entitled to undisturbed possession.
If, firstly, lessee fails to make payments as agreed or otherwise breaches his obligations under the lease contract and, secondly, the contract of use between Unitainer and the third party is terminated as a result, lessee shall be obliged, at Unitainer’s request, to surrender the equipment to the owner and to indemnify and hold Unitainer harmless against all claims which the third party asserts against Unitainer under the contract of use.
(3) The contract concluded by Unitainer with regard to the equipment shall be subordinate to all security assignments, mortgages, pledges, security agreements, conditional purchase agreements, contracts of use and similar agreements applicable to the equipment and to which Unitainer is bound.
(1) Lessee shall not, without the prior written consent of Unitainer, assign the rights under the lease contract in whole or in part, nor sublet or otherwise transfer the equipment for the use of a third party (except for the servicing of connecting carriers in the ordinary course of lessee’s business), and such consent of Unitainer shall not relieve lessee of its obligations under this lease contract.
(2) Unitainer shall be entitled to transfer, assign or pledge the lease contract, the equipment or the leasing rates and other charges due under the lease contract in whole or in part to third parties. Lessee agrees to pay the leasing rates and other fees due under the contract to the legal successor of Unitainer after written request by Unitainer.
(1) All equipment shall be returned by lessee to Unitainer at the depot locations specified in the leasing agreement at the agreed time.
(2) Lessee shall pay Unitainer the drop-off and handling fees and/or any other return fees specified in the lease agreement.
(3) Lessee shall be obliged to return the equipment in a good and serviceable condition, normal wear and tear not being taken into account. Normal wear and tear does not include damage caused by forklift trucks or other handling equipment, or damage that could have been avoided by normal maintenance. All damage shall be defined in accordance with the standards of the Institute of International Container Lessors (IICL) in effect at the time of return and lessee shall be liable to Unitainer for all such damage.
(4) If, upon return, the equipment is found to be in the same condition as it was when delivered to lessee, normal wear and tear notwithstanding, the obligation to make lease payments shall end on the date of return of the equipment.
(5) Upon return of the equipment, lessee undertakes to execute, together with Unitainer’s representative, a return ECR in which all changes in the condition of the equipment that occurred after its delivery to lessee are recorded and confirmed.
(6) In the event that the equipment is damaged upon return, Unitainer shall notify lessee or his authorised representative thereof and submit an estimate of the cost of repairing any damage or defects, other than normal wear and tear, to lessee for approval. Lessee shall inspect the equipment and state in writing within 10 working days of receipt of the estimate whether it approves the estimate. If lessee gives approval or does not make a statement within the time limit, lessee shall be liable to Unitainer for the damage and the estimated repair costs stated in the cost estimate. If lessee inspects the equipment but disagrees with Unitainer’s repair estimate, the parties shall jointly inspect the equipment and agree on liability within 10 working days of lessee’s inspection. If 15 working days after lessee’s objection there is no agreement between the parties on the scope of the necessary repair work, Unitainer shall have an expert appointed by the local chamber of commerce or a comparable neutral institution on behalf of the parties and commission them to review the repair estimate. The decision of the expert shall be final and binding on Unitainer and lessee. The costs of the expert shall be borne equally by the contracting parties. The same procedure shall apply if Unitainer is of the opinion that the equipment is irreparably damaged and lessee objects to this in the above manner.
(7) If the equipment is irreparably damaged, destroyed, stolen or lost, the lease contract shall end as soon as Unitainer has received proof of this circumstance and lessee has reimbursed Unitainer for the replacement value of the equipment. Upon receipt of this payment, ownership of the equipment shall pass to lessee. Any taxes or duties due as a result of the transfer of ownership, with the exception of taxes on Unitainer income, shall be borne by lessee.
(1) Unitainer shall be entitled to terminate the lease contract without notice if there are reasons according to which it is unreasonable for Unitainer to continue the contractual relationship with lessee until the agreed end of the contract. Such reasons for termination shall exist in particular if:
(a) Lessee has fallen into arrears with the payment of at least two leasing rates and has not settled the arrears within one week following a written reminder from Unitainer.
(b) Lessee has used the equipment in breach of the contract and has not remedied this misuse despite a written warning with a reasonable deadline set by Unitainer.
(c) Lessee is dissolved or liquidated or ceases to carry on business, becomes insolvent, is subject to insolvency or similar proceedings of any other country, makes a transfer of its assets for the benefit of its creditors, declares in writing that it is unable to pay its debts as they fall due, or a receiver, trustee or similar administrator is appointed over lessee or any part of its assets.
(d) There is a sale, transfer or disposition of substantially all of the assets of lessee or the merger or consolidation of lessee with another entity or the direct or indirect acquisition by a third party, whether an individual or a group of persons, of at least 50% of the capital stock or voting rights of lessee.
(e) Lessee or a substantial part of its assets are seized or nationalised by a governmental authority.
(f) Unitainer becomes aware of a fact that leads Unitainer to reasonably believe that lessee will not be able to make agreed payments when due and/or to fulfil one or more other obligations under the lease.
(g) One of the events referred to in subparagraphs (c) to (f) occurs in relation to a guarantor of lessee’s obligations under the lease contract or any other contract between lessee and Unitainer or any of its subsidiaries and affiliates.
(2) Upon receipt of the notice of termination, lessee’s right to use the equipment shall expire. Lessee shall be obliged to notify Unitainer without delay of the exact location of all equipment delivered to him and to return the leased assets to Unitainer without delay in accordance with the return provisions set out in the contract.
(3) Unless Unitainer proves a higher damage or lessee proves a lower damage, Unitainer shall be entitled to claim as damages those leasing rates which would still have been payable during the agreed contractual period if the contract had not been terminated, whereby the leasing rates still outstanding on return shall be discounted at the interest rate calculated by Unitainer.
(4) For the period until the return of the equipment Unitainer shall be entitled to demand as compensation for use the spot leasing rate which is demanded by third parties for similar leasing objects at the time of termination instead of the leasing rate agreed for the leasing object.
(5) Furthermore, lessee shall be obliged to reimburse Unitainer upon request for the replacement value of all equipment which are not returned to UNITAINER within 30 days of receipt of the notice of termination.
(6) A return shall only be deemed to have taken place when lessee has either returned the equipment to Unitainer in the condition (normal wear and tear notwithstanding) in which lessee received the equipment or the lessee has paid the replacement value of the equipment to Unitainer.
(7) In the event that Unitainer repossesses the equipment in whole or in part, lessee hereby irrevocably authorizes Unitainer to take possession of all items located in or attached to the equipment that are not the property of Unitainer and to store them without liability for their care or custody at lessee’s risk and expense. Lessee shall expressly waive reimbursement of all damages arising from the return to Unitainer and shall indemnify Unitainer against all third party claims in this respect.
(8) Without limiting the obligations of lessee under this lease contract, lessee hereby irrevocably appoints Unitainer as lessee’s agent and custodian with full authority, at any time lessee is obligated to return to Unitainer, to claim and take possession of the equipment delivered in the name and on behalf of lessee, regardless of who is in possession of the equipment at that time.
(9) Despite termination of the lease contract, lessee shall remain liable to pay compensation for all damages, costs and other disadvantages incurred and suffered by Unitainer as a result of the non-performance, including the reimbursement of lawyers’ fees calculated at the usual hourly rates.
(10) The provisions regulated in this paragraph shall neither restrict nor cancel any rights to which Unitainer is entitled under other contractual provisions or under the law. If Unitainer fails to assert its rights under the lease contract in the event of non-performance, such failure shall not constitute a waiver of rights, nor shall Unitainer waive by such failure its rights in respect of other breaches of contract by lessee.
(1) THE LIABILITY OF UNITAINER FOR DAMAGES OF ANY KIND, IRRESPECTIVE OF THE CAUSE, SHALL BE EXCLUDED. THE AFOREMENTIONED EXCLUSION OF LIABILITY SHALL EXTEND TO ANY INCIDENTICAL OR CONSEQUENTIAL DAMAGES INCLUDING ANY LOSS OF PROFIT OF LESSEE.
(2) Should the aforementioned exclusion of liability be ineffective in an individual case and a claim for damages of lessee against Unitainer exist, the liability of Unitainer shall be limited to the sum insured which Unitainer can claim from an insurer to cover the damage of lessee; in this case Unitainer shall be released from its liability if Unitainer assigns its claim against the insurer to lessee or authorises lessee to enforce the claim against the insurer on behalf of Unitainer.
(3) THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY TO THE SAME EXTENT IN FAVOUR OF THE LEGAL REPRESENTATIVES, EMPLOYEES AND OTHER AGENTS OF UNITAINER, PROVIDED THAT THE PERSON CONCERNED IS NOT PROVEN TO HAVE INTENTIONALLY BREACHED HIS OBLIGATIONS.
(4) THE EXCLUSION OF LIABILITY REGULATED IN PARA. 1 AND THE LIMITATION OF LIABILITY REGULATED IN PARA. 2 SHALL NOT APPLY IF THERE IS AN INTENTIONAL BREACH OF DUTY ON THE PART OF THE LEGAL REPRESENTATIVES OF UNITAINER.
To the extent that lessee may claim governmental immunity for itself or its assets or income from suit or proceeding, from the jurisdiction of any court or the execution of any judgment, or from the exercise of any remedy by Unitainer, lessee hereby irrevocably waives any claim to such governmental immunity and any immunity from pre-trial seizure, attachment or garnishment and acknowledges that the formation and performance of this contract are commercial in nature.
(1) Claims shall be reported to Unitainer in writing and with all supporting documents within 90 days of the claim arising, otherwise the claim shall be deemed excluded and shall expire.
(2) The claim shall become time-barred if it is not asserted before the arbitral tribunal within one year after it has arisen.
(1) Any headings or titles in the leasing agreement, the master agreement and these General Conditions are for guidance only, do not form part of the lease contract and are not intended to be relied upon for the purpose of interpreting or deriving any provision or provisions contained herein.
(2) The lease agreement, the master agreement and these General Terms and Conditions constitute the entire agreement between the parties with respect to the relevant equipment. Both parties agree that, with respect to the equipment, there are no other representations, implied or express, upon which either party has relied.
(3) The individual clauses and sub-clauses of this lease contract are separate and severable from each other. If any of the clauses or sub-clauses are held to be invalid or unenforceable, this shall not affect the validity or enforceability of the other clauses or sub-clauses. If any right, obligation, exclusion of rights, limitation of rights or other matter is found to be invalid or unenforceable but could be maintained by deletion or modification in any form, it shall be deleted or modified to the extent necessary to make the provision valid or enforceable.
(4) To the extent that the lease contract contains regulatory gaps, those gaps shall be filled by provisions which the contracting parties would have agreed to in accordance with the economic objectives of the contract if they had known about the regulatory gap.
(5) All invoices and other communications between lessee and Unitainer shall be sent to the address stated in the respective lease contract. Communications sent to these addresses shall be binding on the lessee and Unitainer unless a party has given prior written notice of a change of address.
(6) The contractual terms and conditions set out in the leasing agreement and the master agreement are confidential between the parties and may not be disclosed to third parties unless this is necessary for the performance of the contractual terms and conditions.
(1) All disputes arising out of or in connection with a lease contract concluded between the parties or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law.
(2) The applicable law in the matter shall be German law; the application of §§ 305-310 BGB and § 444 BGB is excluded. Alternatively, in the event that the foregoing choice of law is not effective, the parties agree that the law of the United States shall apply in conjunction with the law of the State of New York to the extent that the law of the State of New York supplements or prevails over the federal law of the United States.
(3) The seat of the arbitration and the place of arbitration is Hamburg. The arbitral tribunal shall be comprised of three members. The language of the arbitration shall be English.