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1. DEFINITIONS
In this Agreement unless the context otherwise requires:-
"Agreement" means this Passenger Aircraft Charter Agreement including the Schedule and any appendices or attachments thereto.
"Aircraft" means any aircraft for the time being operated in connection with any Flight.
"Base Date" means the base date stated in the Schedule.
"the Carrier" means the operator of the Aircraft as specified in the Schedule.
"Charter Price" means the amount set out in the Schedule.
"Flight" means a flight described in the Schedule.
"Schedule" means the schedule to this Agreement.
2. CHARTER PRICE AND PAYMENT
2.1 The Charterer shall pay to Flight Management the Charter Price at the time, in the currency, in the amounts and to the address specified in accordance with the provisions set out in the Schedule.
2.2 The Charter Price specified in the Schedule is based on aviation fuel costs calculated on the Base Date. If for any reason whatsoever there shall be any increase in the cost of aviation fuel between the Base Date and the date of operation of any Flight, then the Charterer shall pay to Flight Management on demand such amount as Flight Management is required to pay to the Carrier to compensate for such increase.
2.3 Time of payment of the Charter Price shall be of the essence of this Agreement.
2.4 No set-off or counterclaim (whether arising in respect of this Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable to Flight Management under or by reason of this Agreement. In the event that the Charterer is required to withhold any part of any payment payable by it to Flight Management hereunder or to make any deduction therefrom, it shall pay such additional amount as may be necessary so that, after making such withholding or deduction, Flight Management shall receive from the Charterer the full amount of such payment. 3. AIRCRAFT AND CREW
3.1 Flight Management shall be responsible for arranging and ensuring that the Carrier provides the Aircraft at the commencement of the Flight properly manned and equipped fuelled and airworthy in accordance with the laws and regulations of the state of registration of the Aircraft and the Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s).
3.2 The captain of the Aircraft shall have complete discretion concerning preparation of the Aircraft for flight, whether or not a Flight shall be undertaken or abandoned once undertaken, any deviation from proposed route, where landing shall be made and all such other matters relating to the operation of the Aircraft and the Charterer shall accept all such decisions as final and binding.
3.3 All ground and operating personnel including cabin staff are authorised to take orders only from the Carrier unless specific written agreement shall first have been obtained from the Carrier whereby certain defined instructions may be accepted by such personnel from the Charterer.
4. TRAFFIC DOCUMENTS
4.1 Flight Management shall arrange the supply by the Carrier of such passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken by the Carrier pursuant to this Agreement.
4.2 The Charterer shall give to Flight Management all necessary information (including a passenger manifest) and assistance to complete such documents as soon as possible after the making of this Agreement and, in any event, in sufficient time to be completed for issue to passengers. Any change to the passenger manifest shall be given to Flight Management without delay. The Charterer acknowledges that, because of security procedures, the Carrier might not be able to accept a late addition to the passenger manifest.
5. FLIGHT TIMES, LOADING AND EMBARKATION
5.1 The Charterer shall be solely responsible for ensuring that passengers and their baggage arrive at the specified check-in point at the departure airport in sufficient time to be carried on any Flight. In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight, Flight Management and/or the Carrier shall be under no liability whatsoever to the Charterer nor to such passenger. Flight Management and/or the Carrier shall be under no obligation hereunder to make any alternative arrangements for any such passenger.
5.2 In the event of any delay (other than any delay for technical reasons relating to the Aircraft), deviation or diversion of any flight, the Charterer shall be solely responsible for any and all accommodation, refreshments, meals, transportation or any other additional costs, expenses, losses, damages or liabilities of whatsoever nature incurred in respect of the Charterer's passengers wherever and howsoever the same shall arise. All such costs, expenses, losses, damages or liabilities incurred by Flight Management shall be reimbursed by the Charterer to Flight Management on demand.
5.3 In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified the Carrier and Flight Management, their respective officers, employees, servants and suppliers against any and all cost or expense whatsoever incurred by the Carrier or Flight Management in respect thereof (including but not limited to charges, fee, penalties, imposts or other expenses levied upon the Carrier or Flight Management by any immigration authority) or of any arrangements made by the Carrier and/or Flight Management to return such passengers to the country from which such passenger was originally carried.
6.0 OBLIGATIONS OF THE CHARTERER
6.1 The Charterer shall comply with all the requirements of Flight Management in relation to the performance of all of the Charterer's obligations as set out in this Agreement.
6.2 The Charterer shall hold harmless and indemnify the Carrier and Flight Management against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from any default on the part of the Charterer or any passenger of the Charterer in complying with any of the provisions of this Agreement.
6.3 The Charterer shall comply in all respects with the conditions of all permits, licences and authorities granted for the Flights and will procure such compliance on the part of all its passengers.
6.4 The Charterer shall be responsible for the delivery to all passengers of all passenger tickets, baggage checks and other necessary documents supplied by the Carrier directly or through Flight Management.
6.5 The Charterer shall comply and shall procure that all its passengers shall comply with all applicable customs, police, public health, immigration and other lawful regulation of any state to/from or over which the Aircraft is or may be flown.
6.6 The indemnities contained in this Clause 6 shall survive the termination of this Agreement.
7. EXCLUSION OF LIABILITY/INDEMNITY
Flight Management shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any variation to or cancellation of any Flight or the non-availability of any part of the capacity of the Aircraft which results from the acts or omissions of the Carrier, or for any failure by the Carrier to perform any Flight.
The Charterer hereby acknowledges that:
7.2.1 * Flight Management is not an air operator * ;
in relation to the carriage by air of passengers, Flight Management acts as agent of the Charterer only; and *passengers shall have no recourse against Flight Management in relation to their carriage by air.
*
Flight Management shall be under no liability to the Charterer for any failure by the Carrier to perform any Flight or by Flight Management under this Agreement arising from force majeure, labour disputes, strikes or lock-outs or any other cause beyond the control of Flight Management or the Carrier including accidents to or failure of the Aircraft, its engines, or any other part thereof or any machinery or apparatus used in connection therewith.
The Charterer shall indemnify the Carrier and Flight Management against any claim by any passenger of the Charterer arising out of any such variation, cancellation, non-availability or failure to perform provided always that if Flight Management shall receive any refund from the Carrier in respect of any such varied canceled or unperformed Flights or unavailable capacity which have already been paid for by the Charterer, Flight Management shall (subject to the provisions of Clause 10 hereof and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer.
The Charterer shall indemnify the Carrier and Flight Management against any loss, damage, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by the Carrier or by Flight Management and their respective officers, employees Suppliers or subcontractors arising out of any act or omission of the Charterer or its officers, employees or agents whether arising in contract or tort (including negligence) or otherwise.
The Carrier shall not be deemed to undertake any carriage to which this Agreement relates as a common carrier.
Carriage performed under this Agreement shall be subject to the conditions of carriage contained or referred to in the traffic documents of the Carrier including its General Conditions of Carriage.
The indemnities contained in this Clause 7 shall survive the termination of this Agreement.
8. TERMINATION
This Agreement may be terminated immediately upon notice from Flight Management to the Charterer upon the occurrence of any of the events specified below:-
8.1 the Charterer defaults in the payment of any amount payable hereunder on due date; or
8.2 the Charterer is in breach of any of its other obligations hereunder which if capable of remedy has not been remedied within 14 days of receipt of written notice from Flight Management requiring remedy of such breach; or
8.3 the Charterer admits in writing its inability to pay or becomes unable to pay it debts; or
8.4 a petition is presented for an administration order to be made up in relation to the Charterer; or
8.5 proceedings are started or any steps are taken for the winding-up or dissolution of the Charterer or for the appointment or a receiver, administrative receiver, trustee, supervisor or similar officer of the Charterer or any or all of its revenues and assets, or the Charterer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1996; or
8.6 an encumbrancer takes possession of any of the Charterer's revenues or assets, or any security created by the Charterer becomes enforceable and the mortgagee or chargee takes steps to enforce the same (including without limitation by appointing a receiver or administrative receiver to any of the assets of the Charterer); or
8.7 the Charterer convenes a meeting or takes any steps for the purpose of making or proposes to enter into or make any arrangement or composition for the benefit of its creditors; or
8.8 a distress or other execution is levied or enforced upon or against any part of the Charterer's property; or
8.9 the Charterer suspends or ceases or threatens to suspend or cease to carry on its business or (expect in the ordinary course of business) it sells, leases, transfers or otherwise disposes of or threatens to dispose of all or any substantial part of its undertakings or assets (whether by a single transaction or by a series), or all or any substantial part of its assets are seized or appropriated by or on behalf of any governmental or other authority or are compulsory acquired; or if any thing analogous to the events referred to in 8.3 to 8.8 above occurs in any jurisdiction in which the Charterer conducts its business; or
8.10 in the opinion of Flight Management a material adverse change occurs in the business, assets, condition, operations or prospects of the Charterer; or
8.11 any of the events specified in this Clause 8 occur in relation to any guarantor of the Charterer's obligations hereunder.
9. EFFECT OF DEFAULT
9.1 If this Agreement is terminated under Clause 8, then the Charterer shall (without prejudice to any other rights and remedies which Flight Management may have) pay forthwith to Flight Management all amounts then due and unpaid to the Carrier hereunder, together with interest thereon (if any) at the rate specified in the Schedule and the Charterer shall indemnify and keep Flight Management indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by Flight Management as a result of such termination and Flight Management shall be entitled to retain any initial deposit paid by the Charterer pursuant to any provisions therefor set out in the Schedule.
9.2 The Charterer shall indemnify the Carrier and Flight Management against any claims by any passenger of the Charterer arising out of the termination of the Agreement.
9.3 The indemnities contained in the Clause 9 shall survive the termination of this Agreement.
10.0 SET-OFF AND APPLICATION OF MONEYS
Flight Management may at any time without notice to the Charterer at its discretion set-off any amounts paid by the Charterer to Flight Management hereunder against any amounts then due to Flight Management under this Agreement or against any amount due at such time from the Charterer to Flight Management.
11.0 GENERAL
Time for payment of the Charter Price shall be the essence of this Agreement
This Agreement sets out the entire agreement and understanding between the parties or any of them in connection with the charter of the aircraft as described herein.
No party has relied on any warranty or representation of any other party except as expressly stated or referred to in this Agreement.
11.4 No claims shall be made against Flight Management in respect of any representation warranty indemnity or otherwise arising out of or in connection with the charter of the Aircraft except where such representation, warranty or indemnity is expressly contained or incorporated in this Agreement.
11.5 No variation of this Agreement shall be effective unless made in writing and signed by both parties.
11.6 The Charter Price, payment terms and other commercial terms contained in this Agreement are confidential to the parties and may not be disclosed to third parties without prior approval.
11.7 No failure by Flight Management to exercise and no delay by Flight Management in exercising any right, power of privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.
11.8 The Charterer shall not be entitled to assign the benefit of this Agreement.
12. CHOICE OF LAW, SUBMISSION TO JURISDICTION, MEDIATION
This Agreement shall be governed by and interpreted in accordance with English law and the parties hereto hereby submit to the non-exclusive jurisdiction of the English Court. PDF document of the the General Terms & Conditions
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