LEASING AGREEMENT NO.ABCD1234
租赁协议abcd1234
This Agreement, made this 17'" day of March 202X between PARTY A, a company organized and existing under the laws of Hong Kong - hereinafter called “The Lessor” and PARTY B, a company organized and existing under the laws of China - hereinafter called “The Lessee”。
本协议于202X年3月17日签订，由A公司，根据香港法律组建和存续的公司，以下简称“出租人”，和B公司，根据中国法律组建和存续的公司，以下简称“承租人”。
CLAUSE 1-SCOPE OF AGREEMENT
In consideration of the terms and covenants herein contained, the Lessor agrees to lease to the Lessee and Lessee agrees to lease from the Lessor 200 pieces of 20' Dry Van Containers and 50 pieces of 40' Dry Van Containers. The units are hereinafter called“ The Containers” and are identified by the serial numbers given in Appendix 1 to thisAgreement.The Containers are described in Appendix II to this Agreement.
第1条协议范围
考虑到本协议的条款和契约，出租人同意租给承租人，承租人同意从出租人租赁200只20英尺干货集装箱和5只40英尺干货集装箱。这些单位以下称为“集装箱”，并通过本协议附录1中给出的序列号进行标识。对集装箱的描述见本协议的附录二。
CLAUSE 2-TERM
The term of this Lease shall continue for 60 months from the date that the last unit is picked up with early termination option by Lessee after 48 months and 36 months to be declared at least 90 days before termination date.
第2条 期限
本租约的期限为从最后一个集装箱的提取之日算起往后推算60个月，但承租人可以在48个月和36个月后提前终止合同，但至少在终止日期前90天通知出租方。
After this 60 months period this Lease shall be terminated and the Containers redelivered,（ as to redelivery see clause 7 below) provided that either party hereto gives written cancellation at least 90 days before the stipulated termination date.
在此60个月后，本租约将终止，集装箱将要归还，（关于还箱，详见下文第7条），前提是至少在规定的终止日期前90天，本协议任何一方以书面形式提出终止协议申请。
After this 60 months period lessee has the option to extend this period for another period at per diem to be mutually agreed.
在此60个月后，承租人可选择将此期间延长到另一段时间，前提是双方要达成一致。
Nothing in this clause shall be construed as giving the Lessee the right to return a Container beyond the term of this Lease.
本条款中的任何内容均不应被解释为给予承租人超出本租赁期限而归还集装箱的权利。
CLAUSE 3-DELIVERY
This Agreement refers to units to be picked up in China in April 202X at Lessee's CY in Dalian.
第3条 交付
本协议所指的交付是指202X年4月在承租人的集装箱场站交付集装箱。
The failure if any, of the Lessor to deliver promptly shall not constitute a violate of this lease if caused by force majeure, strike, labor trouble, or any other cause whatsoever beyond the control of Lessor.
因不可抗力、罢工、劳动问题或任何其他超出了出租人的控制范围任何原因造成的出租人未能及时交付，不构成违反本规定。
Rental charges will be billed to Lessee in accordance with the actual delivery dates.
租金将根据实际交付日期向承租人收取。
CLAUSE 4-RENT
For each Container delivered to Lessee or its agents, Lessee shall pay rent at a per diem rate as follows for each 20DV and 40DV Container from delivery date for the Lease Term specified in Paragraph 2 above:
对于交付给承租人或其代理人的每个集装箱，自集装箱交付之日起，承租人应按照上文第2段约定的租赁期限每天支付租金，每个20DV和40DV集装箱的每天的租金如下
For return after 5 years - USD 0.90 per 20' Dry Van
5年后还箱-每20英尺箱每天0.90美元
For return after 4 years - USD 0.90 per 20' Dry Van
For return after 3 years - USD 0.90 per 20' Dry Van
For return after 5 years - USD 1.50 per 40' Dry Van
For return after 4 years - USD 1.50 per 40' Dry Van
For return after 3 years - USD 1.50 per 40' Dry Van
Rent payment shall be received in the name of Lessor, Lessor's bank and account to be advised later, not later than thirty (30) days after invoice date by Lessee. Lessor will bill rental at the end of a month for the current month.
租金支付应以出租人、出租人的银行和银行账户为收款人，出租人将在本月底开具的本月的租金账单，承租人应当在不迟于账单日期后30天支付租金。
Lessor is entitled to charge Lessee an interest of 1.2 % per month in case of overdue invoices, which are invoices not paid according to the first paragraph of this Clause.
如果逾期，出租人有权向承租人按照本款第一款所述费率所开具的账单，收取1.2%的利息。
If upon redelivery of a Container, Lessee does not authorize the repairs that are necessary in accordance with this Lease within 7 (seven) working days after the Container is redelivered, the Container shall not be taken off hire until such authorization is given.
如果在集装箱交付后，根据本租约，在集装箱交付后的7（七）个工作日内，承租人不被授权进行必要的维修，在获得授权之前不得退租集装箱。
CLAUSE 5-RETURN OF UNITS
From the date this Lease is terminated as specified in clause 2 above,the Containers shall be redelivered and - provided the Containers are in a condition specified in clause 7 below－ taken off hire - from the date of redelivery of each unit respectively.
第5条 还箱
自上述第2条规定的本租约终止之日起，集装箱应当要归还，前提是集装箱达到下述第7条的标准，从交付之日到归还之日，即完成退租。
Failing redelivery within the build down period after 5 years the per diem rental shall be USD 1.00 for each 20'Dry Van Container and USD 1.50 for each 40' Dry Van Container still on hire and the terms and conditions of Lease Agreement will be valid, except that further cancellation of the Lease is necessary before redelivery.
在5年后的还乡箱期内未按时还箱，则每20英尺集装箱的每日租金为1.00美元，每个40英尺集装箱为1.50美元，租赁协议的条款和条件仍然有效，除非在还箱前提出终止这个租赁协议的申请。
Before a Container is redelivered,Lessee shall give Lessor advance notice for redelivery at a location agreed upon in advance - see below. The build down period is agreed to be six（6) months from date of termination of this Lease, during which build down period, the rent shall be as specified in Clause 4 above.
在集装箱还箱之前，承租人应提前向出租人发出在之前约定的地点还箱的通知，见下文。还箱期约定为本租约终止之日起6个（6）个月，在此期间，租金应符合上述第4条的规定。
Containers may be redelivered into Lessor's depots in the following location, with a maximum of Containers per depot, or as mutually agreed between the parties hereto, withlocal lift-off charges for Lessee's account: Appendix III.
集装箱可还箱到以下出租人的堆场，数量为每个堆场可接收还箱的峰值或双方同意的数量，当地的卸车费用由承租人承担：附录三。
CLAUSE 6-GENERAL CONDITION
Lessor shall have the right to assign and/or pledge all rights to Containers and to this Leasing Agreement to its Bankers or Investors for financing or similar purposes. Such assignment will not affect the contractual positions of the Lessor and Lessee and the assignment will accordingly not relieve Lessor from any of its obligations towards Lessee under this Lease-Agreement (including, but not limited to Lessors responsibility to make the Containers available to Lessee during the Term). In connection with such assignment Lessee undertakes upon request from Lessor or its Bankers or Investors to sign an Acknowledgment-Document (“ Denunciation”） and as may be the case a Notice of Pledge, the aforementioned documents are shown inAppendix IV.
第6条 一般条款
出租人有权将集装箱或本租赁协议的所有权利转让给其银行家或投资者，以供融资或类似目的。该转让不会影响出租人和承租人的合同地位，因此转让不会免除出租人在本租赁协议下对承租人的任何义务（包括但不限于出租人在合同期限内向承租人提供集装箱的责任）。与该等转让相关，承租人承诺应出租人或其银行家或投资者的要求签署确认文件（“免责声明”），以及承诺通知，上述文件见附录四。
If the Lessee observes all the terms and conditions of this Lease it shall have quiet possession but not ownership of the Containers.
Lessor shall have no other responsibility whatsoever for, or in connection with, any and all of the Containers after delivery of any of the Containers by the Lessor to the Lessee until the actual return thereof by the Lessee to the Lessor.
Lessor shall not be responsible for loss of, or damage to, property（including cargo) of the Lessee or others, or for personal injuries to any person, arising out of, or incident to, the possession or use of the Containers during the said period of time.
The Lessee shall indemnify and hold Lessor harmless from any and all loss or damage arising out of, or resulting from, any levy or attachment on any of the Containers.
The Lessee shall pay any and all taxes arising out of, or connected with the use of the
Containers by it, including without limitation any Property of User taxes.
如果承租人遵守了本租约的所有条款，承租人将拥有该集装箱的使用权而非所有权。当出租方将集装箱交付承租方后，出租人则对该集装箱不承担任何责任，直到承租方将集装箱实际还与出租方。在前述集装箱的占有或使用期间，出租方不承担任何责任，包括承租人或其他人的财产（包括货物）的损失或损害，对任何人的造成的人身伤害等。 如遇到集装箱被征用或扣押，承租人应补偿出租人，使出租人免受任何损失或损害。承租人应承担因使用该集装箱产生的所有税费，包括但不限于用使用者财产税。
CLAUSE 7-RETURN OF CONTAINERS
Upon expiration of the term of this Lease for all or part of the Containers, the Lessee agrees to return each Container as to which this Lease shall have expired as Lessors
depots in quantities mutually agreed between the Lessee and Lessor, without notice or
demand from Lessor and to the expense of Lessee - into Lessor's depots - except as
previously agreed and described in Clause 5 hereto, fourth paragraph -and that Lessee is
paying for lifting off and handling in from delivering vehicles.
Billing of rental by Lessor will cease on the day a Container is redelivered at Lessor's
depot provided Lessor receives repair authorization within 5 working days after repair
estimate receipt by Lessee. Repairs have to be carried out on the basis of IICL latest
version,published by the Institute of International Container Lessors (IICL). It is also
noted that all Containers are newly manufactured and never used when delivered to
Lessee.
CLAUSE 8-MAINTENANCE,DAMAGE TO,LOSS OR DESTRUCTION OF
CONTAINERS
Except as hereinafter otherwise provided, the Lessee at its own expense shall maintain the
containers in good condition and repair and make all necessary replacements of
components and parts during the term of this Lease, using parts and workmanship equal to
the original condition of the Containers and as further described in the latest edition of the
IICL Repair Guide.
The Lessee shall make no changes or alterations to the Containers, except with the written
consent of the Lessor. The color of identification marks or Lessee's service marks on any
of the Containers must not be changed or supplemented in any way without the prior
written approval of Lessor. The Lessee shall keep such marks and colors in good
condition and repair throughout the term of this Lease. The Lessee may affix its
identification makes to the Containers, provided that they are removed at the termination
of the Lease at the Lessee's expense provided for that the mark does not infringe any
immaterial right or violate any law or similar Government regulations.
The Lease shall terminate as to any of the Containers which are damaged beyond repair
（Constructive Total Loss), as of the day on which the Lessee furnishes proof or such fact
to the lessor (including,but without limitation physical inspection, if the Lessor - for
Lessor's account - so desires), and payment of the replacement value thereof. Rental
stops on the date Lessee advised to Lessor total loss of the equipment subject to Payment
of the replacement value within 30 days after receipt of Lessor's invoices. If payment has
not been made within these 30 days the off hire of the Container will be the date of receipt
of such payment. The initial replacement value is USD 2,200.00 for each 20'Dry Van
Container and USD 3,520,00 for each 40' Dry Van Container with a depreciation of 5 %
per annum, down to 40 % of the initial replacement value. Lessor will do its best to
substitute similar units for any of the Containers as to which the Lease has terminated due
to such loss, damage or destruction, providing the Containers are supplied at locations
which are acceptable to the Lessee. Title to container for which replacement value has
been paid shall immediately pass to Lessee.
The Lessee shall have the Containers adequately insured against Third Party Liability,
Total Loss,Property Damage,General Average Salvage Charges and Labor, and upon
request provided proof of such insurance to the Lessor.
CLAUSE 9-DEFAULT
If the Lessee shall fail to make a rental payment due, or shall materially fail to comply with
any other condition of this Lease, or if at any time during the term of this lease,Lessee
shall be the subject of any proceedings under the Bankruptcy Act, Insolvency Law or
similar law for the relief of debtors, or become insolvent (that is unable to pay its debts as
they fall due) or make an assignment for the benefit of creditors, Lessor shall have the
right upon written notice to the Lessee, taking immediate effect, (a) to declare the entire
unpaid balance of the rent,to be due and payable to the Lessor immediately and/or(b) to
terminate the Lease as to any and all of the Containers, and after the Lease has so
terminated,the Lessee shall forthwith at its own expense return the Containers to the
Lessor at the place(s) specified in Clause 3, or make the Containers available for collection
by Lessor, in which event the cost to Lessor shall be paid by the Lessee.
If the Lessee shall not forthwith return the Containers, Lessor shall have the right without
any further written notice to repossess the Containers whether loaded or empty, to detain
the Lessee's transport until the Containers are returned to Lessor, and to enter upon any
premises in which the Containers may be kept. In addition, Lessee shall forthwith upon
any such termination pay unpaid rent at the prescribed rate to the date of the actual return
of the Containers and enforcing its remedies hereunder.Notice to the effect that the entire
rent is due and payable immediately, shall not preclude Lessor from giving subsequent
notice of termination and enforcing its further remedies hereunder.
No remedy herein provided to Lessor is intended to be exclusive of any other remedy
herein or by law provided, but shall be cumulative and in addition to any other remedy,
available to the Lessor and Lessor may declare both options in the first paragraph of this
Clause with full effect at the same time.
CLAUSE 10-ARBITRATION
Any dispute arising during the execution of the Agreement shall be settled amicably
through friendly consultation. In case no settlement can be reached, the dispute shall
finally be settled on the basis of German Law. Place of jurisdiction is Hamburg.
CLAUSE 11-NOTICE
Every notice required or permitted to be given by either party, shall be in writing and shall
be mailed telexed or cabled or faxed to the other party, at its respective address, as it may
be designated from time to time in writing.
CLAUSE 12-MISCELLANEOUS
A) This Lease is made in Germany and shall be governed by the Laws of Germany as,to
all matters including the validity construction and performance thereof. It constitutes
the entire Lease Agreement between the Parties and cannot be changed or terminated
orally.
B) The Captions of the Clauses of this Lease are for reference and the convenience of the
Parties only, and do not define, limit, or enlarge the meaning or scope of any of said
Clauses.
C)This Lease shall be binding upon the Parties and their respective heirs, legal
representatives, successors, and Assigns, but the Lessee shall not assign or encumber
this Lease in whole or part, without prior written consent of Lessor.
D) The Lessee hereby waives any and all existing or future set-off, or other claims,
against any rents or other payments due under this Lease, and agrees to pay the rent
and other amounts due under the Lease regardless of any such claims.
E)No waiver of any of the provision of this Lease shall be binding upon Lessor unless it
is in writing and signed by and Officer thereof, a waiver in one instance shall not be
deemed to be a continuing waiver for the future, but a waiver in writing signed by an
Officer of Lessor for any remaining term of the Lease shall remain in full force and
effect until the termination of the Lease,unless agreed to the contrary by Lessor and
Lessee in writing and amended this Lease Agreement.
F)No condition of warranty of any kind has been or is given by Lessor in relation to the
Containers or any items thereof, and all conditions and warranties in relation thereto,
whether expressed or implied,whether statutory collateral hereto or otherwise,
whether in relation to the fitness of the Containers or any items thereof for any
particular purpose or to compliance with any convention, statute, regulation, order or
other provision oflaw or standard, or whether in relation to merchantability or as to
description, state, quality, or condition of Containers or any item thereof at delivery or
at any other time, are hereby excluded and extinguished.
Upon request from the Lessee,Lessor agrees to cxercise against the Manufacturer of the
Containers any and all of the rights given by the Manufacturer to the Lessor under any
warranty Clause given in the relevant Container Purchase Agreement between the Lessor
and the Manufacturer.
G) All units are leased ex Dalian.
H)The Lessee shall not enter into any sub-lease with any third party of the Containers
without prior written consent of Lessor.
I)Lessee guarantees that any equipment leased hereunder will be continuously employed
in foreign commerce.
J)Lessee shall see to it that the International Convention for Safe Containers is complied
with and that the prescribed regular inspections are carried out.
In witness whereof the parties have duly executed this instrument the day and year first
hereinabove written.
Lessor: Lessee:
________________________________ ________________________________
PARTY A PARTY B
Date: Date
Addresses:
LESSOR:
ABC
LESSEE:
DEF
APPENDIX I
Serial nos. of 20' and 40' Dry Van Containers:
200X20 ABCD244957-245156
50X40' ABCD435045-435094
APPENDIX II
Description of Containers
Description of Containers are as per UCS standard specification- Corten Skin.
APPENDIX III
Redelivery Depots
Depots 20'Containers 40'Containers
Dalian 20/month 5/month
Kobe 5/month 2/month
Yokohama 5/month 2/month
Hong Kong 10/month 5/month
Busan 10/month 5/month
Local lift-off charges for Lessee's account.
APPENDIX IV
NOTICE/DENUNCIATION
Dear Sirs,
ASSIGNMENT-LEASING AGREEMENT ABCD1234
With reference to Clause 6 in Leasing Agreemen ABCD1234(“Leasing
Agreement”） we hereby inform you that we per_____________________have pledged all our
rights in Leasing Agreement, and the equipment leased out under the Leasing Agreement,
To____________；Payment to be made to___________________________.
The registration numbers of the containers are:
For 20'Dry Van Containers =ABCD244957-245156
For 40' Dry Van Containers=ABCD435045-435094
This pledge does not affect the Leasing Agreement between PARTYA.and PARTYB.
The containers will continue to be leased out by PARTYA. And will accordingly not relieve PARTYA from any of its obligationtowards Lessee under Leasing Agreement.
PARTYA ARTYB.
______________________________________ ______________________________________
Date: Date:
We hereby ask you kindly to confirm reception of this information and also present that
you have not, prior to or concurrently with this Notice/Denunciation received any Notice
of Assignment and/or pledge by Lessor concerning the Leased equipment of the
aforementioned Leasing Agreement to any other part than United Container Systems
Gmbh and Foras Finans A/S and Unibank A/S.
Please confirm by sending us a copy of this letter/facsimile message signed by your duly
authorized representative.
____________________________
PARTY B
Date:
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大连市高新园区广贤路131号 科创大厦12楼
