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General sales terms (PDF)

Sales Terms – O.V.Lahtinen Oy (OVL container)

1. Scope of Application

These Sales Terms are applied to the sales of the Seller’s containers to the Buyer.

2. Seller

“Seller” shall mean O.V.Lahtinen Oy (business ID 2155907-3) as well as any other entity to which O.V.Lahtinen Oy has transferred its rights and obligations under these “Sales Terms”.

3. Buyer

“Buyer” shall mean the entity who buys the containers from the Seller in accordance with these Sales Terms.

4. Delivery of Containers, Acceptance Inspection and Complaints

The containers are delivered to the Buyer in working order and “as is”, at the Seller’s depot as agreed by the Buyer and the Seller.

The Buyer has the obligation to carefully inspect the containers before the sale is concluded. The Buyer may not later present any claims or complaints regarding the general condition, functionalities, or internal conditions of a container which the Buyer could have discovered when inspecting the containers. Claims and complaints regarding the containers are taken into account only where they have been brought to the attention of the Seller in writing and at the latest on the next weekday following the date of delivery of the containers.

Complaints regarding conditions of the containers which could not have been observed during the inspection of the containers must be made in writing to the Seller immediately and at the latest on the next weekday after discovery of such conditions.

5. Passing of Liability for Risk

The liability for risk of the sold containers passes to the Buyer at the time of transfer of possession of the containers to the Buyer or to a third party responsible for the transportation of the sold containers.

6. Payment of the Purchase Price

The purchase price shall be paid by the due date specified in the invoice. Value added tax applicable at each time shall be added to the purchase price. Overdue payments are subject to interest as specified in the Interest Act Section 4 a or interest rate of 16 %, whichever of these two is higher. Interest is added to each invoice after the due date of the invoice. The Buyer is liable for paying all reasonable expenses arising out of request for payment as well as possible collection of the delayed payment.

7. Installments not Included in the Purchase Price

The purchase price does not include the following:

  • i. value added tax and all other taxes;
  • ii. transportation costs;
  • iii. any other costs for which the Buyer is liable, such as bank charges and wire fees payable by the remitter, registration fees, tolls, customs duties or any additional charges imposed by any authority in connection with the sale under these Sales Terms or the sold containers.

8. Reservation and Transfer of Ownership

All containers delivered to the Buyer shall remain, in their entirety and including all parts thereof, in the sole ownership of the Seller, until the Buyer has duly fulfilled all its obligations under these Sales Terms and paid the purchase price to the Seller in full, interest and other possible additional expenses included.

The ownership to the containers shall transfer from the Seller to the Buyer at the time when the Buyer has duly fulfilled all its obligations under these Sales Terms and paid the purchase price to the Seller in full, interest and other possible additional expenses included.

9. Limitation of Liability

The Seller shall not be liable for damages caused to property inside the containers or for damages caused to the means of transport transporting the containers, nor for any indirect or consequential damages incurred to the Buyer or to a third party. The Seller shall not be liable for damages incurred to a third party in connection with the transportation, placement or storage of the containers. The Seller shall not be liable for any price reductions, compensation or other consequences that the Buyer is obliged to perform or has performed to its own contracting party or to some other third party. In any event, the Seller’s liability shall not exceed the purchase price paid by the Buyer to the Seller of the specific container in question.

10. Responsibilities of the Buyer

The Buyer is at its own expense responsible for complying with all applicable legal, i.a. tax and customs requirements and regulations in connection with these Sales Terms and the sale, transfer, use, importation and domestication of the containers bought under these Sales Terms.

The Buyer is at its own expense responsible for maintaining the containers in due condition as well as for taking care of necessary maintenance service operations and complying with all directions and orders pertaining to them. The Buyer is liable for disappearance of the containers as well as for all damages incurred to the containers during the time that the containers have been in the possession of the Buyer but the ownership of the containers has not been transferred to the Buyer in accordance with Section 8 of these Sales Terms. If a third party presents a claim regarding the containers or the containers are subject to danger in any manner, the Buyer must inform the Seller of such immediately. The Buyer is responsible for commencing all necessary actions to prevent and limit the damage in case the containers are subject to being damaged or lost. The Buyer is liable for all damages arising out of its breach or neglect of the prohibitions and its obligations pertaining to these Sales Terms. The Buyer is liable for reimbursing the Seller the acquisition price of the destroyed or lost container in the ownership of the Seller.

11. Alterations and Repairs

The Buyer shall not in any way alter or paint the containers or perform any repairs not agreed upon with the Seller in writing on the containers, if such actions are not necessary for preventing the contents of the container from being destroyed or lost, before the ownership of the containers has transferred to the Buyer in accordance with Section 8 of these Sales Terms.

12. Distraint and Confiscation

The containers shall remain as the sole property of the Seller until the moment when the ownership to the containers is transferred to the Buyer in accordance with Section 8 of these Sales Terms. The Buyer shall not sell, pledge or without an explicit permission from the Seller, rent or in any other manner assign or transfer the containers still in the ownership of the Seller, or its rights pertaining thereto, to any third party. If authorities initiate distrain or confiscation of the containers still in the ownership of the Seller due to debts or liabilities of the Buyer, the Buyer is obliged to immediately inform the authorities of the true ownership of the containers as well as to inform the Seller about the measures planned or already performed by authorities. If any expenses incur to the Seller from protecting its right in the abovementioned situations, the Buyer is liable for reimbursing the Seller for all such expenses.

13. Cancellation of Sale and Right of Withdrawal

The Seller has the right (but not the obligation) to cancel sales under these Sales Terms with immediate effect, if:

  • i. payment of the purchase price is late for more than twenty (20) days from the due date specified in the invoice;
  • ii. the Buyer uses or intends to use the containers in a manner which is contrary to these Sales Terms or not fit for their purpose of use or which is otherwise unlawful, provided that the ownership to the containers has not yet transferred to the Buyer in accordance with Section 8 of these Sales Terms;
  • iii. damage to or disappearance of the containers is deemed likely, provided that the ownership to the containers has not yet transferred to the Buyer in accordance with Section 8 of these Sales Terms;
  • iv. the Buyer otherwise commits a material breach of its obligations under these Sales Terms.

If the sale under these Sales Terms has been cancelled on any of the abovementioned grounds, the Seller is entitled to prevent the use of the containers and to immediately reclaim the containers into its possession without consulting the Buyer and at the expense of the Buyer. The Buyer shall empty the containers immediately as well as in any way assist the Seller in reclaiming the containers immediately. If the Buyer does not empty the containers by the agreed time limit or assist the Seller, the Seller is entitled to commence all necessary procedures at the expense of the Buyer.

The Buyer is liable for reimbursing the Seller for all costs incurred in connection with the disassembly and collection of the containers.

14. Amendment of Terms

The Seller reserves the right to amend these Sales Terms, including the purchase prices, at any time. All amendments shall be communicated to the Buyer in writing in order to become valid and effective.

15. Application Order

If the different language versions of these Sales Terms differ from each other or are discordant, the Finnish language version shall prevail and apply.

16. Applicable law and Dispute Resolution

These Sales Terms and the sales pertaining to them are construed and governed under the laws of Finland.

All disputes in connection with or arising out these Sales Terms or the sales pertaining to them shall primarily be settled through negotiations between the Seller and the Buyer.

If the negotiations do not lead to a mutual understanding, disputes regarding undisputed invoices of the Seller shall be settled in the District Court of Vantaa. All other disputes shall be settled by arbitration in Helsinki in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The language of the arbitration shall be English or Finnish as agreed to by the parties.

17. Transfer of Agreement

The Seller is entitled to transfer all its rights pertaining to these Sales Terms and the sales pertaining to them to a third party. After being informed of such transfer, the Buyer is responsible for making all payments pertaining to these Sales Terms and the sales pertaining to them to the party to which the Seller has transferred its rights.


O.V.Lahtinen Oy
Komentosilta 1
00980 Helsinki, Finland

+358 9 694 1234
www.ovlcontainer.com
sales@ovlcontainer.com

VAT number FI21559073 / Business ID 2155907-3

US sales terms (PDF)

Sales Terms – OVL America Inc

Parties's intention and Scope of Application

These Sales Terms are applied to the sales of the Seller’s containers to the Buyer. These terms serve as the default for the transaction. Commercial details related to pricing, storage periods, or similar may be negotiated separately, in which case such terms will take priority.

1. Seller

“Seller” shall mean OVL America Inc incorporated under the Laws of Delaware as well as any other entity to which OVL America Inc has transferred its rights and obligations under these “Sales Terms”

2. Buyer

“Buyer” shall mean the entity who buys the containers from the Seller in accordance with these Sales Terms.

Each separately referred to as “Party” and together as “Parties”

3. Priority of Separate Written Agreement

In the event that the Parties have entered into a separate written, or customized, agreement that specifically governs the sale of the goods or related services, the terms of such agreement shall prevail over these Sales Terms in the event of any conflict or inconsistency.

4. Delivery of Containers, Acceptance Inspection and Complaints

The Buyer is aware that the Containers are sold and delivered to the Buyer in working order and strictly "as is", at the Seller's depot as agreed by the Buyer and the Seller, unless otherwise agreed.

The Buyer has the obligation to carefully inspect the containers before the sale is concluded. The Buyer may not later present any claims or complaints regarding the general condition, functionalities, or internal conditions of a container which the Buyer could have discovered when inspecting the containers. Claims and complaints regarding the containers are taken into account only where they have been brought to the attention of the Seller in writing and at the latest on the next weekday following the date of delivery of the containers.

The Seller makes no representations or warranties of any kind, express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, design, condition, availability, compliance with country or territory specifications, and excludes explicitly UCC Article 2 of implied warranties under the laws of New York.

Complaints regarding conditions of the containers which could not have been observed during the inspection of the containers must be made in writing to the Seller immediately and at the latest on the next weekday after discovery of such conditions.

5. Passing of Liability for Risk

The liability for risk of the containers passes to the Buyer at the time of transfer of possession of the containers to the Buyer or to a third party responsible for the transportation of the said containers.

6. Payment of the Purchase Price

Overdue payments are subject to United States Fed Funds Interest Rate or interest rate of 16%, whichever of these two is the highest legal rate. Interest is added to each invoice after the due date of the invoice.

The Buyer is liable for paying all reasonable expenses arising out of request for payment as well as possible collection of the delayed payment.

7. Installments not Included in the Purchase Price

The purchase price does not include the following:

  1. Any taxes, if applicable;
  2. transportation costs;
  3. any other costs for which the Buyer is liable, such as, bank charges and wire fees payable by the remitter, domestication costs, registration fees, tolls, state or local taxes, customs duties or any additional charges imposed by any authority in connection with the sale under these Sales Terms or the sold containers.

All payments under these Sales Terms shall be made in full without any set-off, counterclaim, deduction, or withholding for any taxes or charges of any nature, except as may be required by mandatory law. If the Buyer is required by law to withhold or deduct any taxes from any payment due, the Buyer shall increase the amount of such payment so that the Seller receives the full amount it would have received had no such deduction or withholding been made.

8. Reservation and Transfer of Ownership

All containers delivered to the Buyer shall remain, in their entirety and including all parts thereof, in the sole ownership of the Seller, until the Buyer has duly fulfilled all its obligations under these Sales Terms and paid the purchase price to the Seller in full, interest and other possible additional expenses included.

The ownership to the containers shall transfer from the Seller to the Buyer at the time when the Buyer has duly fulfilled all its obligations under these Sales Terms and paid the purchase price to the Seller in full, interest and other possible additional expenses included.

The Parties acknowledge that this reservation of ownership constitutes a security interest under Article 9 of the Uniform Commercial Code, and Buyer agrees to cooperate with Seller in filing any financing statements to perfect such interest.

9. Limitation of Liability

The Seller shall not be liable for any damage caused to property inside the containers or for damages caused to the means of transport transporting the containers, nor for any indirect or consequential damages incurred to the Buyer or to a third party.

The Seller shall not be liable for damages incurred to a third party in connection with the transportation, placement or storage of the containers.

Under no circumstances shall Seller be liable for any loss of profits, or for any special, consequential, incidental, or exemplary damages, even if Seller has been advised of the possibility of such damages.

The Seller shall not be liable for any price reductions, compensation or other consequences that the Buyer is obliged to perform or has performed to its own contracting party or to some other third party. In any event, the Seller's liability shall not exceed the purchase price paid by the Buyer to the Seller of the specific container in question.

Nothing in this clause shall be construed to exclude or limit any rights or remedies that either Seller or Buyer may have under mandatory provisions of applicable New York law. This limitation of liability shall apply only to the extent permitted by law and shall not affect any statutory protections that cannot be contractually waived.

10. Responsibilities of the Buyer

  1. Compliance with laws — The Buyer is at its own expense responsible for complying with all applicable legal, tax and customs requirements and regulations in connection with these Sales Terms and the sale, transfer, use, importation and domestication of the containers bought under these Sales Terms.
  2. Domestication of the Containers — It is the Buyer's responsibility to domesticate the containers and/or export the equipment under this sale in accordance with local rules and regulations. The Seller is not responsible for any costs incurred related to the above mentioned.
  3. Container maintenance — The Buyer is at its own expense responsible for maintaining the containers in due condition as well as for taking care of necessary maintenance service operations and complying with all directions and orders pertaining to them.
  4. Damage or loss before sale — The Buyer is liable for disappearance of the containers as well as for all damages incurred to the containers during the time that the containers have been in the possession of the Buyer, even if the ownership of the containers has not been transferred to the Buyer in accordance with section 8 (reservation and transfer of ownership) of these Sales Terms.
  5. Third parties and prevention of further damage — If a third party presents a claim regarding the containers or the containers are subject to danger in any manner, the Buyer must inform the Seller of such immediately. The Buyer is responsible for commencing all necessary actions to prevent and limit the damage in case the containers are subject to being damaged or lost.
  6. Breaches — The Buyer is liable for all damages arising out of its breach or neglect of the prohibitions and its obligations pertaining to these Sales Terms. The Buyer is liable for reimbursing the Seller the acquisition price of the destroyed or lost container in the ownership of the Seller.
  7. Neutralization of the Equipment — The Buyer, after a successful transfer of ownership, is responsible, at his expense for the removal of all prefixes, identification system check digits, names and/or addresses, decals, logos, markings, designs or symbols.
  8. Export Control and Sanctions Compliance — The Buyer represents and warrants that it will not use, resell, transfer, or otherwise dispose of the Containers in violation of any applicable export control laws, trade sanctions, embargoes, or restrictions imposed by the United States or any other competent authority. The Buyer shall indemnify and hold harmless the Seller from any liability, penalties, or costs arising out of or related to any such violation.

11. Alterations and Repairs

The Buyer shall not in any way alter or paint the containers or perform any repairs not agreed upon with the Seller in writing on the containers, if such actions are not necessary for preventing the contents of the container, or the container itself, from being destroyed or lost, before the ownership of the containers has transferred to the Buyer in accordance with Section 8 (reservation and transfer of ownership) of these Sales Terms.

12. Distraint and Confiscation

The containers shall remain as the sole property of the Seller until the moment when the ownership to the containers is transferred to the Buyer in accordance with Section 8 (reservation and transfer of ownership) of these Sales Terms. The Buyer shall not sell, pledge or without an explicit permission from the Seller, rent or in any other manner assign or transfer the containers still in the ownership of the Seller, or its rights pertaining thereto, to any third party. If authorities initiate distrain or confiscation of the containers still in the ownership of the Seller due to debts or liabilities of the Buyer, the Buyer is obliged to immediately inform the authorities of the true ownership of the containers as well as to inform the Seller about the measures planned or already performed by authorities. If any expenses incur to the Seller from protecting its right in the abovementioned situations, the Buyer is liable for reimbursing the Seller for all such expenses.

13. Cancellation of Sale and Right of Withdrawal

The Seller has the right (but not the obligation) to cancel sales under these Sales Terms with immediate effect, if:

  1. payment of the purchase price is late for more than twenty (20) days from the due date specified in the invoice;
  2. the Buyer uses or intends to use the containers in a manner which is contrary to these Sales Terms or not fit for their purpose of use or which is otherwise unlawful, provided that the ownership to the containers has not yet transferred to the Buyer in accordance with Section 8 (reservation and transfer of ownership) of these Sales Terms;
  3. damage to or disappearance of the containers is deemed likely, provided that the ownership to the containers has not yet transferred to the Buyer in accordance with Section 8 (reservation and transfer of ownership) of these Sales Terms;
  4. the Buyer otherwise commits a material breach of its obligations under these Sales Terms.
  5. In the above cases, the Seller shall further have the right to resell the Containers and recover from Buyer any deficiency between the resale price and the purchase price, together with all costs of repossession and resale.

If the sale under these Sales Terms has been cancelled on any of the abovementioned grounds, the Seller is entitled to prevent the use of the containers and to immediately reclaim the containers into its possession without consulting the Buyer and at the expense of the Buyer.

The Buyer shall empty the containers immediately as well as in any way assist the Seller in reclaiming the containers immediately. If the Buyer does not empty the containers by the agreed time limit or assist the Seller, the Seller is entitled to commence all necessary procedures at the expense of the Buyer.

The Buyer is liable for reimbursing the Seller for all costs incurred in connection with the disassembly and collection of the containers.

14. Amendment of Terms

The Seller reserves the right to amend these Sales Terms, including the purchase prices, at any time. All amendments shall be communicated to the Buyer in writing in order to become valid and effective.

15. Application Order

If the different language versions of these Sales Terms differ from each other or are discordant, the English language version shall prevail and apply.

16. Notices

Any notice, demand, or other communication under these Sales Terms shall be in writing and deemed duly given when (i) delivered personally, (ii) sent by internationally recognized courier service with proof of delivery, or (iii) sent by email to the addresses notified by the Parties. Notices shall be deemed received on the date of delivery or, in the case of email, on the next business day following transmission, provided no bounce-back or error message is received.

17. Indemnification

To the fullest extent permitted by applicable law the Buyer agrees to, at its own expense, protect, defend, hold harmless, and indemnify (collectively "Indemnify" and "Indemnification") the Seller, its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, stockholders (in the case of a privately held company), and Affiliates (collectively, "Indemnified Parties") from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses of or by a third party OR whether or not involving a claim by a third party, including but not limited to reasonable attorneys' fees and costs (collectively, "Claims"), actually or allegedly, directly or indirectly, arising out of or related to:

  1. any breach of any representation or warranty of Buyer contained in this Agreement;
  2. any breach or violation of any covenant or other obligation or duty of Buyer under this Agreement or under applicable law;
  3. any sale, ownership, or use of the Containers under this Agreement, including any attempt by a third party, whether private or governmental, to hold an Indemnified Party liable for Buyers acts or omissions;
  4. any third party Claim which arise out of, relate to or result from any act or omission of Buyer;
  5. any claim, seizure, forfeiture, lien, or other encumbrance imposed on or asserted against the Containers;
  6. any bodily injury, death, or damage to property (including under strict liability in tort) arising from or related to the selection, use, storage, transport, maintenance, repair, delivery, or return of the Containers;
  7. other enumerated categories of claims and losses, in each case whether or not caused in whole or in part by the negligence of Seller, or any other Indemnified Party.

This indemnity applies even if the Indemnified Party is claimed to be liable vicariously, by operation of law, or as a result of its own negligence or fault. Where applicable law restricts indemnification, the Buyer's obligation will extend to the fullest extent allowed. This clause will remain in effect after the termination or expiration of these terms.

18. Force Majeure

The Seller shall not be liable for any delay or failure in the performance of any obligation under these Sales Terms, or for any damages suffered by the Buyer by reason of such delay or failure, if such delay or failure is caused by circumstances beyond the Seller's reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, supply chain interruptions, port congestion, war, terrorism, government actions, or any other cause whether similar or dissimilar beyond Seller's reasonable control. The Seller may cancel all or part of any sale affected by such circumstances without liability.

19. Compliance and Sanctions

  1. Compliance with Laws and Ethical Business Practices — Each Party shall operate in compliance with all applicable laws and regulations, conduct its business in a professional manner, and shall not engage in any deceptive, misleading, fraudulent, or unethical business practices in connection with these Sales Terms.
  2. Sanctions Compliance — Each Party represents and warrants that neither it, nor any of its direct or indirect shareholders or members of management, is subject to any laws, regulations, or orders adopted by the United Nations, the European Union, or the United States which prohibit or restrict transactions with specific persons or entities ("Sanctions"). Each Party further warrants that it shall not undertake, participate in, or knowingly facilitate any business activities or transactions in violation of Sanctions.
  3. Responsibility for Compliance Costs — Each Party shall be solely responsible for any costs, expenses, or obligations arising out of its own compliance with applicable laws, regulations, or Sanctions.

20. Applicable Law and Dispute Resolution

This agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law rules.

The Parties shall primarily seek to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through amicable and good-faith negotiations.

Failing such resolution within a reasonable time, all disputes shall be finally settled by either international commercial arbitration in New York (NYIAC), in accordance with the relevant applicable arbitration rules and with respect to the applicable law.

The language of the arbitration shall be English.

21. Severability

If any provision of these Sales Terms is found invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

22. Remedies and Non-Waiver

All remedies reserved to the Seller under these Sales Terms shall be cumulative and in addition to any remedies available at law or in equity. The Seller's failure at any time to require strict performance of any term or provision of these Sales Terms shall not constitute a waiver of that provision or of any subsequent breach thereof. No waiver by the Seller shall be deemed effective unless made expressly in writing.

23. Survival of Terms

Any provisions of these Sales Terms that by their nature are intended to survive termination, cancellation, or expiration, including but not limited to indemnity, disclaimer of warranties, limitation of liability, and governing law, shall so survive. All remedies provided in these Sales Terms shall be cumulative with, and not exclusive of, any other remedies provided by law or equity.

24. Transfer of Agreement

The Seller is entitled to transfer all its rights pertaining to these Sales Terms and the sales pertaining to them to a third party. After being informed of such transfer, the Buyer is responsible for making all payments pertaining to these Sales Terms and the sales pertaining to them to the party to which the Seller has transferred its rights.

25. Entire Agreement

These Sales Terms, together with any written sales confirmations or separate written agreements entered into between the Parties, constitute the entire agreement between the Parties with respect to the sale of the Containers. They supersede all prior discussions, negotiations, representations, or agreements, whether written or oral, relating to the subject matter hereof. No terms or conditions contained in any purchase order or other document issued by the Buyer shall apply unless expressly accepted by the Seller in writing.


OVL America Inc
Suite 138S, 2625 Butterfield Road
Oak Brook, Illinois 60523
USA

+1 (630) 373 1520
ovlcontainer.com
sales@ovlcontainer.com

General lease terms (PDF)

Lease Terms – O.V.Lahtinen Oy (OVL container)

Scope of Application

These Lease Terms are applied globally to the leasing of the Lessor’s containers to the Lessee

Definitions:

Capitalized words not defined elsewhere in this Agreement shall have the meaning set forth below:

“Lessor” shall mean O.V. Lahtinen Oy (business ID 2155907-3) as well as any other entity to which O.V. Lahtinen Oy has transferred its rights and obligations under these “Lease Terms”.

“Lessee” shall mean the entity with whom the Lessor has entered into an agreement regarding the leasing of containers in accordance with these Lease Terms.

“Parties” shall mean both the Lessee and the Lessor.

“Container” means the specific containers the Parties have negotiated and agreed upon. Whether over electronic means (including email, Customer Portal, WeChat) or by phone, and which are always finally confirmed in writing in the relevant Order accepted by the Lessor.

“Customer Portal” means the Lessor’s secure online portal through which the Lessee may submit Orders, access Order confirmations, view information regarding Containers on hire or off hire, download invoices and documents, and manage other operational matters relating to the Containers. Use of the Customer Portal constitutes written communication for the purposes of this Agreement.

“Order” means a written or electronic booking request submitted by the Lessee for the lease of specific Containers, including agreed quantities, on-hire location, off-hire location, rental structure and other applicable commercial terms.

"Intellectual Property Rights" means any and all of the following in any jurisdiction globally (a) trademarks and service marks, including applications and registrations (b) copyrights, including applications and registrations, (c) trade secrets and know-how, (d) patents and patent applications, (e) design rights, (f) websites and internet domain name registrations, and (g) any other intellectual property and related proprietary rights.

1. Containers and delivery

The containers are leased to the Lessee in sound condition. Containers shall be returned to the Lessor by the Lessee in the same condition as the Containers were at the beginning of the rental period, taking into account, however, the normal wear and tear.

The location of on-hire/pickup and off-hire/return of the Containers is one of the Lessor’s nominated depots, and separately agreed between the Parties in writing (e.g. in confirmation of Order).

2. Acceptance Inspection and Complaints

The Lessee has the obligation to carefully inspect the containers before commencement of the period of lease. The Lessee may not later present any claims or complaints regarding the general condition, functionalities, or internal conditions of a container which the Lessee could have discovered when inspecting the containers. Claims and complaints regarding the containers are taken into account only where they have been brought to the attention of the Lessor in writing and at the latest on the next day following the date of delivery of the containers.

If such claim has not been brought the Containers have deemed to be accepted.

The condition and grading of each Container shall be as specified in the relevant Order confirmation.

3. Container upkeep and handling

The Lessee is responsible at its own cost to maintain the Containers in due condition as well as for taking care of necessary maintenance service operations during the rental period.

The containers shall not be moved using any other equipment than equipment specifically designed for such use. Piling the containers on top of each other as well as weighing down the roof of the containers is prohibited. The containers must be put into place in such a manner that no part of the container sinks into the ground. The Lessee is responsible for complying with all safety regulations while handling the containers.

The Lessee is obligated to follow all applicable laws and regulations, industry practices for similar goods and instructions and requirements given by the Lessor in handling the Containers. The Lessee shall handle the Containers with due care in order to avoid any damage to the Containers during the rental period.

The Lessee shall ensure that all cargo is packed, loaded, secured, transported and unloaded with the highest level of care and in accordance with good industry practice, so that the Containers are not damaged or contaminated in this process.

Any cargo that is likely to cause damage or contamination due to its nature, packaging, weight, shape, sharp edges, shifting, moisture, residue or odor (including, without limitation, logs, scrap, hazardous or dangerous materials and cargo with strong or persistent smells) shall be handled with particular care and appropriate protective measures.

The Lessee remains fully liable for any damage to, or contamination of, the Containers (including without limitation, odors and residues), as well as for any related costs, losses or claims, including cleaning, deodorization, repairs, downtime and any replacement value due under this Agreement.

4. Period of Lease

The period of lease is commenced on a date separately agreed upon in writing, however in any event at the latest at the time when the containers leave the Lessor’s depot, and ends upon returning the containers to the Lessor’s depot on a date specifically agreed upon in writing. Any cleaning, maintenance or repairs to be performed on the leased containers shall extend the period of lease until the Lessor has in writing confirmed that the cleaned, serviced or repaired containers are have been returned according to contract.

5. Passing of Liability for Risk

The liability of risk regarding the leased containers passes to the Lessee at the time of commencement of the period of lease. If the possession of the containers is transferred to the Lessee or to a third party responsible for the transportation of the containers before the period of lease has commenced, liability for risk is passed to the Lessee at the time of transfer of possession of the containers.

6. Return of the Containers at the End of the Period of Lease

The Lessee must inform the Lessor about the returning of the containers at least 7 days beforehand, if a specific return date has not been previously agreed upon. The Lessee shall return the leased containers to a place specified by the Lessor and in the same condition, with the exception of normal wear and tear, as they were at the time of delivery to the Lessee.

Empty containers must be returned clean, free of cargo/ lashing residues and dangerous goods labels. In case container is not returned in sound condition cleaning costs will be invoiced as per local depot tariffs together with additional handling fee charge per repair estimate.

7. Container Grading and Devaluation

Without prejudice to any other rights or remedies of the Lessor under this Agreement, if during the Rental Period any damage to a Container attributable to the Lessee results in a reduction of the Container’s grading the Lessee shall compensate the Lessor for the resulting reduction in the Container’s value.

Where, despite repairs being technically possible, the Container cannot be restored to the same grading and condition as at the time of pick-up, the Lessor shall be entitled, acting reasonably and in accordance with industry practice, to treat the Container as a total loss and claim compensation accordingly in accordance with section 8.3 (Prices, rent and replacement value) of this Agreement.

Any compensation payable under this clause shall be payable in addition to, and not in substitution for, repair costs or other amounts payable under this Agreement, unless the Container is treated as a total loss.

8. Prices, rent and replacement value

8.1The rental price for the Containers shall be agreed and confirmed in writing in the relevant Order confirmation. The invoice period is one (1) month.

8.2 The Lessee shall pay to Lessor the handling charges for lift of empty containers from and to Lessor’s depot, any cleaning, maintenance and repair of Containers due to Lessee’s negligence or omission, agreed fixed fees, transportation costs and other such costs, and handling or administrative fees applied in connection with repair estimates. These charges and costs are not included in the rent.

8.3 If the Container is lost, destroyed, and the Lessor confirms that the Container cannot be repaired, or the Container is not returned within 180 days from the date of on-hire to Lessor’s designated depot, the Lessee shall be obligated to pay for the Lessor a total loss and replacement value of

  1. the amount calculated from the purchase price of the respective Container, or
  2. the amount calculated from the purchase price of a new equivalent Container

with annual depreciation of five percent (5 %) for each year the respective Container has been in use, the maximum amount of depreciations being, however, forty percent (40 %) from the purchase price of a new respective Container; the Lessee shall be obligated to pay to the Lessor the higher of the aforementioned two amounts as a total loss and replacement value

9. Other installments not Included in the Rent

The rent does not include the following:

  1. value added tax and all other taxes;
  2. cleaning, maintenance and repairs of containers and the estimate handling fee;
  3. fixed charges;
  4. transportation costs;
  5. insurances;
  6. any other costs for which the Lessee is liable is liable, such as bank charges and wire fees payable by the remitter, registration fees, tolls, customs duties or any additional charges imposed by any authority in connection with the lease under these Lease Terms or the leased containers.

The Lessee is obligated to compensate the Lessor for any above-mentioned costs the Lessor may suffer due to leasing the containers to the Lessee.

10. Ownership upon Total loss

With reference to section 8.3 (Prices, rent and replacement value) the Lessor shall have the right, at its sole discretion and by written notice to the Lessee, to transfer title to the Container to the Lessee with immediate effect or on such date as specified in the Lessor’s notice. Such transfer shall not be conditional upon prior receipt of the replacement value. The Lessee’s obligation to pay the total loss and replacement value shall remain absolute and unaffected by any transfer of title.

From the effective date of transfer, the Lessee shall bear all rights, risks, liabilities, costs and obligations relating to the Container, including without limitation any recovery, confiscation, storage, disposal, environmental or regulatory matters. The Container shall be transferred without any representations or warranties of any kind.

If the Lessor does not elect to transfer title, ownership shall remain with the Lessor without prejudice to its right to claim and recover the full replacement value. The Parties acknowledge and agree that the total loss and replacement value constitutes agreed liquidated compensation for the total loss of the Container, irrespective of any subsequent recovery, repair, sale or other disposition of the Container.

11. Payment of Rent

The rent shall be paid in advance and by the due date specified in the invoice. The fixed fee is invoiced in connection with the first rent. Value added tax applicable at each time shall be added to the rent. Overdue payments are subject to interest as specified in the Interest Act Section 4 a or interest rate of 16%, whichever of these two is higher. Interest is added to each invoice after the due date of the invoice. The Lessee is liable for paying all reasonable expenses arising out of request for payment as well as possible collection of the delayed payment.

12. Extension of the Period of Lease

The period of lease shall extend automatically for one invoice period (one moth) at a time, unless it is cancelled by the Lessor or the Lessee in a timely manner and at the latest 7 days before the end date of the ongoing invoice period.

13. Responsibilities of the Lessee

The Lessee is liable for reimbursing the Lessor the replacement price of a destroyed or lost container.

The Lessee is liable for all damage caused to the Containers during the rental period and obligated to compensate to the Lessor for any costs due to such damage.

The Lessee is responsible for at its own expense complying with all applicable legal, i.a. tax and customs requirements and regulations in connection with these Lease Terms and the sale, transfer, use, importation and domestication of the containers leased under these Lease Terms.

The Lessee is responsible for at its own expense maintaining the containers in due condition as well as for taking care of necessary maintenance service operations and complying with all directions and orders pertaining to them.

The Lessee is liable for disappearance of the containers as well as for all damages incurred to the containers during the period of rent, unless such are caused by normal wear and tear. If a third party presents a claim regarding the containers or the containers are subject to danger in any manner, the Lessee must inform the Lessor immediately. The Lessee is responsible for commencing all necessary actions to prevent and limit the damage in case the containers are subject to being damaged or lost. The Lessee is liable for all damages arising out of its breach or neglect of the prohibitions and its obligations pertaining to these Lease Terms.

14. Insurance

The Lessee is responsible for appropriately insuring the containers and for paying the insurance premiums.

OVL Repair Coverage

The Lessor may offer, on a per Order basis, an optional repair coverage program (“Repair Coverage”), under which the Lessee may, upon payment of an agreed additional fee, obtain limited protection against certain unexpected repair costs arising during the Rental Period. Repair Coverage, if elected by the Lessee, must be

expressly agreed in writing in the relevant Order confirmation and shall apply only to the specific Containers and Rental Period stated therein. The scope, limitations, exclusions and applicable fees of the Repair Coverage shall be as specified in the Order confirmation or in the Lessor’s applicable Repair Coverage terms in force at the time of the Order Unless Repair Coverage has been expressly agreed in writing for a specific Order, the Lessee remains fully liable for all maintenance, repair, damage and related costs in accordance with this Agreement.

16. Right of Inspection

The Lessor or its representative has the right to inspect the leased containers at any time during the period of lease. The Lessee is obliged to in any way contribute and assist the Lessor in using its right of inspection.

17. Alterations and Repairs

The Lessee shall not in any way alter or paint the containers or perform any repairs not agreed upon with the Lessor in writing on the containers, if such actions are not necessary for preventing the contents of the container from being destroyed or lost.

18. Order cancellations

Notwithstanding anything to the contrary in this Agreement, the Lessor may cancel any Order, in whole or in part, at any time prior to pickup of the Containers, provided that the Lessor has valid or justified reasons for doing so. Such reasons may include, without limitation, a system or administrative error, availability issues, or reasonable grounds to believe that the Containers may be used for purposes contrary to this Agreement or their intended use. The Lessor shall notify the Lessee of such cancellation without undue delay. In the event of a cancellation under this Section, the Lessee shall not be entitled to any compensation, damages or other remedies, except for the refund of any advance payments made in respect of the cancelled portion of the Order. Any cancellation made in accordance with this Section shall not constitute a breach of this Agreement. The Lessor shall exercise its right to cancel Orders under this Section in a commercially reasonable manner.

The Lessor may, for operational or availability reasons, manage the number of Containers that may be ordered by the Lessee within a given time period. If an Order exceeds such limits, the Lessor shall inform the Lessee without undue delay, and the Parties shall reasonably coordinate the timing or quantity of the Order.

Unless otherwise agreed in writing, an accepted Order shall remain available for pickup from the confirmed on-hire or pickup date. The Pickup Period may be adjusted by the Lessor from time to time based on operational or availability considerations, of which the Lessee shall be informed. Lessee may cancel an Order only to the extent, and subject to the conditions, timelines and fees, set out in Lessor’s applicable cancellation policy as in force at the time of the relevant Order. Where a Cancellation Policy applies, Lessee acknowledges that a cancellation fee may be charged up to the full value of the Order, depending on the circumstances and the applicable Cancellation Policy.

19. Container Markings

All letter and number combinations in or on the containers as well as markings made by the Lessor shall at all times remain visible for the authorities. Painting or attaching any other markings in or on the containers without a written approval from the Lessor is prohibited.

20. Indemnification

  • 20.1 Lessee (as an indemnifying Party) shall defend or settle, at its expense, any claim, suit, or proceeding brought by a third party against Lessor (as an indemnified Party), and arising out of Lessee's breach of its obligations, representations, warranties, or covenants under this Agreement (“Third Party Claim”) and shall pay any settlement amounts or resulting damages, costs or expenses (including reasonable attorney’s fees) finally awarded against Lessor as a result of such Third Party Claim.
  • 20.2 The obligations in Section 20.1 (Indemnification) are subject to the indemnified Party giving the indemnifying Party prompt notice in writing and sufficient details of such matter. The indemnifying Party may contest, pay, or settle the claim without obtaining the indemnified Party's consent, only if the indemnifying Party's decision does not require the indemnified Party to make any admission that it acted unlawfully and does not affect any other legal proceeding against the indemnified Party.

21. Limitation of Liability

  • 21.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 21.4 ( Exclusions), IN NO EVENT SHALL LESSOR BE LIABLE TO THE LESSEE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, WITH A CLAIM BY REASON OF BREACH OF WARRANTY OR BASED ON CONTRACT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE.
  • THE LESSOR SHALL NOT BE LIABLE FOR DAMAGES CAUSED TO PROPERTY INSIDE THE CONTAINERS OR FOR DAMAGES CAUSED TO THE MEANS OF TRANSPORT TRANSPORTING THE CONTAINERS. THE LESSOR SHALL NOT BE LIABLE FOR DAMAGES INCURRED TO A THIRD PARTY IN CONNECTION WITH THE TRANSPORTATION, PLACEMENT OR STORAGE OF THE CONTAINERS. THE LESSOR SHALL NOT BE LIABLE FOR ANY PRICE REDUCTIONS, COMPENSATION OR OTHER CONSEQUENCES THAT THE LESSEE IS OBLIGATED TO PERFORM OR HAS PERFORMED TO ITS OWN CONTRACTING PARTY OR TO SOME OTHER THIRD PARTY.
  • 21.3 Lessor’s Maximum Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 21.4 (Exclusions), LESSOR'S TOTAL AND AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO AND IN NO CASE EXCEED THE AMOUNT OF RENTS LESSEE HAS PAID TO LESSOR FOR THE CONTAINERS IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  • 21.4 Exclusions. The limitations of each Party’s liability set forth in this Section 21 (Limitation of Liability) shall not apply to (i) personal injury or death, (ii) willful misconduct or gross negligence or (iii) breaches of confidentiality obligations.

22. Distraint and Confiscation

The containers are sole property of the Lessor. The Lessor retains its ownership to the containers in full and in all respects (which is indicated by i.a. the container markings). The Lessee shall not sell, pledge or without an explicit permission from the Lessor, rent or in any other manner assign or transfer the containers or its rights pertaining thereto to any third party. If authorities (i.a. bankruptcy trustees) initiate distrain or confiscation of the containers due to debts or liabilities of the Lessee, the Lessee is obliged to immediately inform the authorities of the true ownership of the containers as well as to inform the Lessor about the measures planned or already performed by the authorities. If any expenses incur to the Lessor from protecting its right in the abovementioned situations, the Lessee is liable for reimbursing the Lessor for all such expenses.

23. Change of Address

The Lessee must inform the Lessor about any changes in its address or the location of the containers immediately upon having received information of such changes.

24. Termination of Lease

The Lessor has the right (but not the obligation) to terminate the lease and all other orders by the Lessee subject to these Lease Terms with immediate effect, if:

  1. payment of rent is late for more than twenty (20) days from the due date specified in the invoice;
  2. the Lessee uses or intends to use the containers in a manner which is contrary to these Lease Terms or not fit for their purpose of use or which is otherwise unlawful;
  3. damage to or disappearance of the containers is likely;
  4. the Lessee prohibits the Lessor from inspecting the containers or otherwise commits a breach of its obligations under the lease under these Lease Terms; or
  5. the Lessee is applied or declared bankrupt or company restructuring (or similar).

If the lease under these Lease Terms has been terminated on any of the abovementioned grounds, the Lessor is entitled to prevent the use of the containers and to immediately reclaim the containers into its possession without consulting the Lessee and at the expense of the Lessee. The Lessee shall empty the containers immediately as well as in any way assist the Lessor in reclaiming the containers immediately. If the Lessee does not empty the containers by the agreed time limit or assist the Lessor, the Lessor is entitled to commence all necessary procedures at the expense of the Lessee.

The Lessee is liable for reimbursing the Lessor for all costs incurred in connection with the disassembly and collection of the containers. If a fixed-term lease is unlawfully terminated before the end of the period of lease, the Lessee shall pay the Lessor a separate cancellation fee of 30 % the rent for the time period between the return date of the containers to the Lessor and the end date agreed upon in the fixed-term contract. Notwithstanding the above, the payable cancellation fee shall in any event amount to at least the total amount of rent for three (3) months.

Surviving Clauses. Any terms and conditions that by their nature or otherwise reasonably should survive shall be deemed to survive a cancellation, termination or expiration of this Agreement

25. Amendment of Terms

The Lessor reserves the right to amend these Lease Terms, including the rent, at any time. All amendments shall be communicated to the Lessee in writing in order to become valid and effective.

26. Order of Application

If the different language versions of these Lease Terms differ from each other or are discordant, the English language version shall prevail and apply.

27. Compliance with Laws.

The Parties shall (i) operate in compliance with all applicable laws and regulations, (ii) conduct its business in a professional manner and (iii) not engage in deceptive, misleading, fraudulent or unethical business practices with respect to the Containers and (iv)warrant that neither its direct or indirect shareholders, or any member of the management or board are subject to any laws, regulations, or orders adopted by the United Nations, the European Union, the United States, or Finland which prohibit or restrict conducting transactions with specific persons or entities (“Sanctions”) and (v) warrant not to undertake any business activities, transactions, or knowingly facilitate any such transactions in violation of Sanctions. Each Party further undertakes to immediately notify the other Party in writing if it, or any of its direct or indirect shareholders, or any controlling party without actual ownership, or any member of its management or board becomes subject to any Sanctions during the term of this Agreement. The costs related to regulatory compliance shall be borne solely by the Party that is subject to the relevant regulatory requirement.

28. Representations and Warranties.

Each Party represents and warrants that, during the Term: (A) it is duly organized and validly existing under the applicable laws of its jurisdiction of formation and has full corporate power and authority to enter into this Agreement and carry out its obligations under this Agreement, and (B) this Agreement is a legal and valid obligation of the Party, binding upon it and enforceable against it in accordance with the terms of this Agreement.

29. Intellectual Property Rights

Nothing in this Agreement will function to transfer any of either Party's Intellectual Property Rights to the other Party.

30. Applicable Law and Dispute Resolution

These Lease Terms and the lease pertaining to them (including the order and order confirmation of the Lessor and Lessee) are construed and governed under the laws of Finland.

All disputes in connection with or arising out these Lease Terms or the lease shall primarily be settled through negotiations between the Lessor and Lessee.

If the negotiations do not lead to a mutual understanding, disputes regarding undisputed claims of the Lessor shall be settled in the Arbitration in Helsinki. All disputes shall be settled by arbitration in Helsinki in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The language of the arbitration shall be English or Finnish as agreed to by the parties.

31. Subleasing

The Lessor may permit the use of the Containers by third parties in the ordinary course of its business, provided that such use does not conflict with this Agreement and that the Lessee remains fully liable for the Containers and for all acts and omissions of any such third parties as if they were its own.

Notwithstanding the above, the Lessor reserves the right, at any time and at its discretion, to restrict or prohibit subleasing or other third-party use of the Containers, either generally or in respect of specific Containers, Orders, cargo types, routes or jurisdictions.

Any restriction or prohibition issued under this Section shall apply prospectively and shall not release the Lessee from any obligations or liabilities accrued prior to such notice.

32. Assignment

Lessee may not assign this Agreement or any of its rights or obligations under this Agreement without Lessor's prior written consent. Lessor may assign this Agreement or any of its rights and obligations under this Agreement, upon notice to Lessee, to any third party.

33. Transfer of the Lease

The Lessor is entitled to transfer all its rights pertaining to these Lease Terms and the lease to a third party. After being informed of such transfer, the Lessee is responsible for making all payments pertaining to these Lease Terms and the lease to the party to which the Lessor has transferred its rights.

34. Force Majeure

Neither Party will be liable for performance delays nor for non-performance due to causes fully and completely beyond its reasonable control, except for payment obligations.

35. Headings.

The section headings used in this Agreement are for convenience only and shall not affect the interpretation of the relevant sections.


O.V.Lahtinen Oy
Komentosilta 1
00980 Helsinki, Finland

+358 9 694 1234
www.ovlcontainer.com
sales@ovlcontainer.com

VAT number FI21559073 / Business ID 2155907-3