Compass Building, Al Shohada Road
AL Hamra Industrial Zone-FZ
Ras Al Khaimah, United Arab Emirates
NOTICE EU COUNCIL REGULATION 889/2002
Where the Carrier is a Community Air Carrier EU Council Regulation 2027/97 as amended by EU regulation 889/2002 shall govern the liability of such carrier.
NOTICE EU COUNCIL REGULATION 261/2004
Where the Carrier is a Community Air Carrier EU Council Regulation 261/2004 establishing common rules on compensation and assistance to passengers in the event of denied boarding and of cancellation or long delay of flights may apply to the Flight
NOTICE WARSAW/MONTREAL CONVENTIONS LIABILITY FOR BAGGAGE, CARGO, INJURY OR DEATH
The Flight may be governed by the International Convention for the Unification of Certain Rules Relating to International Carriage by Air as amended (the "Warsaw Convention") as amended and supplemented and/or by the rules and regulations established by the Montreal Convention on the Unification of Certain Rules for International Carriage signed in Montreal on 28th May 1999 Montreal which rules and limitations shall, to the extent such Warsaw Convention and/or the Montreal Convention is/are applicable, apply to the Flight(s) conducted by the Carrier.
A) These General Terms and Conditions (the General Terms and Conditions ) set out the general terms and conditions for the supply of air charter brokerage services and related services by Charterer’s Agent to the Charterer (as set out in the Charter Contract).
B) The provisions of these General Terms and Conditions will be incorporated into each Charter Contract in their entirety, unless otherwise stated.
C) By accepting this Agreement in any other manner (in particular by confirming the Flight(s), whether orally or in writing, and/or by paying the Price), the Charterer confirms that it has submitted this Agreement to all Passengers and that they have accepted the same. The Charterer shall cause all Passengers to comply with the terms of this Agreement.
D) All requests to the Carrier to be made by the Charterer and/or the Passengers hereunder shall be made through the Charterer’s Agent.
E) No variation of this Agreement shall be effective unless agreed in writing by the Charterer’s Agent.
F) In the event of any conflict between the terms of any Charter Contract and the General Terms and Conditions, the Charter Contract shall prevail.
Agreement
means the Agreement between the Charterer and Charterer’s Agent for the provision by Charterer’s Agent of air charter brokerage services comprising these General Terms and Conditions, all Charter Contracts and any annexes and schedules thereto.
Aircraft
means the aircraft (or it's suitable substitute) operated in connection with a Flight.
Carrier
means any commercial air carrier or aircraft operator selected to provide the Aircraft for the period of the Charter.
Charter
means the charter of the Aircraft by the Charterer, as arranged by Charterer’s Agent and pursuant to the terms herein.
Charter Price
means the price of the Charter as set out in the Charter Contract.
Charter Contract
means the charter details substantially in the form of the Schedule hereto.
Charterer
shall mean the legal entity or individual booking the Flight(s) either for his own account as Passenger, or for the account of third Passenger(s).
Charterer’s Agent
shall mean Aeropartner FZ-LLC
Check-inTime
the time or times stated in the Charter Contract or as otherwise notified to the Charterer by Charterer’s Agent.
DepartureTime
means the departure time of the Flight(s) as set out in the Charter Contract or as otherwise notified to the Charterer by Charterer’s Agent.
Flight
means the flight(s) described in each Charter Contract or as otherwise notified to the Charterer by Charterer’s Agent.
Force Majeure
means any event beyond a party's control including (but not limited to) acts of God, explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, act of government, lock-out, strike, industrial dispute or action, fire, lightning, flooding, embargoes, quarantine, requisition of an aircraft or cargo, acts or omissions of third parties and extreme weather conditions, accidents to or failure of the Aircraft, engines or any other part thereof or any machinery or apparatus used in connection therewith.
Passenger
shall mean any person except members of the crew carried or to be carried in an Aircraft with the consent of the Carrier.
Traffic Documents
all passenger tickets, baggage checks, air way bills and other documents required under applicable international conventions or other applicable law.
Where the context permits, the use of the singular herein shall include the plural and vice versa, and the use of the masculine personal pronoun shall include both genders.
Unless otherwise provided, the term “or” is not exclusive and “include”, “including” and “in particular” are not limiting.
2.1 Charterer’s Agent agrees to provide aircraft charter brokerage services to the Charterer in accordance with the requirements, Terms and Conditions of this Agreement.
2.2 Charterer’s Agent shall be responsible for the sourcing of a suitable aircraft from the Carrier for Charter in accordance with the Charterer's requirements.
2.3 The Charterer agrees that carriage will be provided by the Carrier and that the Carrier will have the exclusive responsibility for the maintenance and operation of the Aircraft for the period of the Charter. The Charterer agrees that, Charterer’s Agent, having no authorisation from the Carrier, the crew shall be the servants and agents of the Carrier and shall be authorised to take orders only from the Carrier unless otherwise agreed by the Carrier and recorded in writing.
2.4 Charterer’s Agent shall procure that the Carrier provides the Aircraft properly manned, maintained, equipped and fuelled for the Charter in accordance with the laws and regulations of the state of registration of the Aircraft and all other applicable laws and regulations.
2.5 Carriage performed by the Carrier shall be subject to the conditions of carriage contained or referred to in the Traffic Documents of the Carrier from time to time, including its own conditions of carriage.
3.1. The Charter Price shall be specified in the Charter Contract and shall, unless otherwise stated, include fuel, oil, maintenance, landing, security, per capita head fees, air traffic control, hangarage, parking, ground handling, all license fees, clearance fees, royalties and non-objection fees, baggage screening charges, and the Charterer's Agent's remuneration and expenses of the Carrier's crew and cabin stuff.
3.2. The Charter Price shall be based on the costs of aviation fuel and other variables at the date of the Charter Contract. Accordingly, the Charter Price shall be subject to surcharges imposed by the Carrier for any fuel, insurance or currency variations.
3.3. The Charter price does not include any additional services including (but not limited to) change of destination requested by the Charterer or the Passengers, connections to and from airports, ground accommodation, passengers' ground transportation (limousine, taxi, etc.), satellite phone calls and internet (if available on the Aircraft), non-standard catering, de-icing, additional insurance premiums, special cleaning if required and cabin damages shall exclusively be for the account of the Charterer, unless otherwise specified in the Charter Contract.
3.4. The Additional Services will be additionally invoiced to the Charterer and payable by the Charterer immediately upon receipt of the corresponding invoices from the Charterer’s Agent.
3.5. The Charter Price, Additional Services and all other charges provided for in this Agreement are exclusive of any value added or sales taxes which shall be paid in addition by the Charterer at the prevailing rate.
4.1. The Charterer shall pay Charterer’s Agent the Charter Price and any other sums set out in the Charter Contract at the time specified in the Charter Contract and in the currency specified in the Charter Contract without set-off, deduction or counterclaim.
4.2. In the event that additional services are requested over and above those in the Charter Contract and Charterer’s Agent agree to provide such services, Charterer’s Agent shall raise separate invoices for such services, the payment terms for which shall be set out in the invoice.
4.3. In the event that the Charterer is required to withhold any part of any payment payable by it to Charterer’s Agent 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, Charterer’s Agent shall receive from the Charterer the full amount of such payment.
4.4. Time of payment is of the essence in this Agreement. Charterer’s Agent may, without prejudice to any other rights or remedies under this Agreement, terminate this Agreement without liability to the Charterer in the event that payments are not made on the dates specified. Charterer’s Agent shall also be entitled to recover from the Charterer any applicable cancellation charges imposed by the Carrier.
4.5. If for any reason any payment due to Charterer’s Agent hereunder is not made on the due date, and notwithstanding Charterer’s Agent's rights in Clause 4.3, then the Charterer shall pay to Charterer’s Agent simple interest on the amount un paid at the rate of 8% per annum above the prevailing base rate of Slovenskás poriteľňa, a. s. from the due date until the date of payment.
5.1. Charterer’s Agent shall procure that the Carrier shall supply the Traffic Documents and all other necessary documents relating to the carriage undertaken pursuant to this Agreement and the Charterer shall provide to Charterer’s Agent all necessary information 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.
5.2. All Flights are conditional on the grant and continued retention of, and are subject to, the terms and conditions of (i) the relevant air transport license issued to the Carrier by the relevant authority and (ii) any further licenses or registrations which may be required for the operation of the Flight, whether required under the laws or regulations of the state in which the Aircraft is registered or any other state to, from or over which the Aircraft will be flown in the course of the Flight.
5.3. The Charterer shall ensure that passengers and their baggage and any cargo shall be at the specified check-in point at the departure airport not later than the Check-in Time and that all passengers possess all required Traffic Documents, identity documents, passports, visas and other documents required by the Carrier and authorities of states of departure, transit and arrival of the Flight for the transportation of them, their baggage and any cargo.
5.4. In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight (notwithstanding any efforts made by Charterer’s Agent to re-schedule the Flight pursuant to Clause 6.2), Charterer’s Agent and/or the Carrier shall be under no liability whatsoever to the Charterer or to such passenger. If the Carrier, in it's absolute discretion, arranges for any such passenger to be carried on an alternative flight or routing, the Charterer shall pay on demand to Charterer’s Agent such additional sum that the Charterer’s Agent may specify for each such passenger to cover any additional charges levied by the Carrier.
5.5. In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified Charterer’s Agent, its officers, employees and agents against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) incurred by Charterer’s Agent in respect thereof (including but not limited to charges, fees, penalties, imposts or other expenses levied upon the Carrier and passed on to Charterer’s Agent) or of any arrangements made by the Carrier and/or Charterer’s Agent to return such passenger to the country from which such passenger was originally carried.
6.1. In the event that:
6.1.1. any Aircraft required for the operation of any Flight is detained (whether lawfully or not) by any third party (including but not limited to detention by any aviation or airport authority, overflight authority or by way of lien or requisition for hire or otherwise); or
6.1.2. if the Carrier has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part or all of its assets or business and as a result the Carrier is unable to perform the Flights at the same cost to the Carrier; or
6.1.3. if the Carrier becomes insolvent, enters into voluntary liquidation or is compulsorily wound up then Charterer’s Agent shall use reasonable endeavors to find an alternative carrier to operate such Flights as may be affected by the occurrence of any of the above events.
6.2 If a Flight is, or is to be delayed beyond the scheduled time of departure by reason of any failure by the Charterer or any passenger to comply with its obligations hereunder or any other act or omission on the part of the Charterer or any passenger, in all cases which is not attributable to Force Majeure or otherwise not beyond Charterer's or any passenger's control, then Charterer’s Agent shall use reasonable endeavors to make arrangements with the Carrier to re-schedule the affected Flight provided always that the Charterer shall indemnify Charterer’s Agent in respect of any loss incurred by, or increased charges levied on, Charterer’s Agent as a result of such delay.
6.3 If Charterer’s Agent is unable to make arrangements with the Carrier to re-schedule the affected Flight, Charterer’s Agent reserves the right in such circumstances to cancel the Charter Agreement with respect to the affected Flight, and to charge the Charterer the applicable cancellation charges in the Charter Contract or as otherwise notified to the Charterer by Charterer’s Agent.
In the event of any delay (other than any delay for technical reasons the responsibility and liability for which shall lie with the Carrier) 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 the Carrier shall be reimbursed by the Charterer to Charterer’s Agent on demand.
The Charterer may cancel a Flight pursuant to this Agreement at any time prior to departure by notice in writing to Charterer’s Agent, subject to the cancellation charges set out in the Charter Contract or as otherwise notified to the Charterer by Charterer’s Agent.
6.4. No partial cancellation (in particular, if the Charter Contract concerns several Flights, no cancellation of a Flight) shall be possible at any time, save with the Charterer’s Agent prior written consent (which shall in particular be conditioned upon the Carrier’s consent). In case of partial cancellation, the full Price (and any other amounts due by the Charterer and/or the Passengers hereunder) shall remain due and payable and no part thereof shall be reimbursed by the Charterer’s Agent.
6.5. Cancellation charges shall vary depending on the Carrier and Flight(s) to be performed. Charterer’s Agent shall use reasonable endeavours to minimize cancellation charges raised by the Carrier however the Charterer acknowledges that such charges will be levied upon Charterer’s Agent charges as between Charterer’s Agent and Charterer represent a genuine pre-estimate of the loss that Charterer’s Agent will suffer and do not in anyway represent a penalty.
6.6. Carrier´s cancellation charges is available up on request.
7.1. The captain of the Aircraft shall have complete discretion concerning preparation of the load carried and its distribution and of the Aircraft for flight, whether or not a Flight shall be undertaken or abandoned once undertaken and 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.
7.2. All ground and operating personnel, including cabin staff, are authorized 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.
7.3. Subject always to the Carrier´s conditions of carriage, the event that a passenger’s conduct, behaviour or heal this deemed by the captain of the Aircraft to cause, or be likely to cause, discomfort or nuisance to other passengers or jeopardise the safety of the passengers and/or the Aircraft, then the captain of the Aircraft shall be entitled to take any action deemed necessary to procure the safety of the passengers and Aircraft including, but not limited to diverting or returning to the airport of departure and/or removing the passenger(s) in question. If such action is deemed necessary, Charterer shall compensate Charterer’s Agent against any loss incurred by Charterer’s Agent as a result of such diversion and removal.
8.1. All Flight(s) are subject to airport slots, take-off, overflight, landing and parking permissions.
8.2. The Carrier may have to change at any time any information regarding the Flight(s) which is provided in the Charter Contract (in particular at the time of issuance of the Flight Briefing). In particular:
8.2.1. the Carrier may change the aircraft type or/and model indicated in the Charter Contract and/or the Charter Brief;
8.2.2. the Carrier may change the handling agent indicated in the Charter Contract and/or the Charter Brief;
8.2.3. the departure and arrival times may be modified by the Carrier, in particular because of airport slots, take-off, overflight, landing and parking permissions;
8.2.4. the flight time is given for information only and may change in particular because of weather conditions and air traffic control orders;
8.2.5. the routing may be adapted by the Carrier in particular because of weather conditions or other operating reasons, and may include a diversion or a stop.
Charterer’s Agent shall not bear any obligation or liability to the Charterer or the Passengers out of or in connection with the limitations set forth is this Article.
In case any Passenger wishes a specific catering from a company which is not an authorized handling agent for the Aircraft, the Client’s Agent shall not bear any liability regarding the proposed nutrition and the effects it might have on the health and well-being of the Passenger.
10.1. The Passengers shall comply with the Carrier’s regulations regarding Dangerous Goods and Prohibited Articles. Such regulations are available upon request.
10.2. The Passengers shall not include in their Baggage:
10.2.1. articles which do not constitute Baggage as defined herein;
10.2.2. articles which are likely to endanger the Aircraft or persons or property on board the Aircraft, including explosives, compressed gases, corrosives, oxidizing, radioactive or magnetized materials that are easily ignited, poisonous, offensive or irritating substances and liquids of any kind (other than liquids in the Passengers unchecked Baggage for their use in the course of the journey, provided that the nature and volume is allowed under applicable regulations);
10.2.3. articles the carriage of which is prohibited by applicable laws, regulations or orders of any country to be flown from, into or over; and
10.2.4. articles which, in the opinion of the Carrier, are unsuitable for carriage, by reason of their weight, size or character.
10.3. If any Passenger is in possession of, or if his Baggage includes:
10.3.1. weapons of any kinds, in particular sidearms;
10.3.2. munitions; or
10.3.3. articles which, judging by their outward appearance or makings, appear to be weapons or munitions,
he shall present them to the Carrier for inspection, prior to commencement of the Flight(s). The Charterer and the Passengers acknowledge and agree that the Carrier may accept such articles for carriage only if there are carried as checked Baggage in accordance with the regulations governing carriage of dangerous goods.
The Charterer and the Passengers acknowledge and agree that the Carrier is entitled to request any Passenger to permit a search to be made on his person and his Baggage and may search the Passenger’s Baggage in his absence if the Passenger is not available for such permission to be sought for the purpose of determining whether he is in possession of or whether his Baggage contains any articles which are prohibited under this Article or the Carrier’s regulations regarding Dangerous Goods and Prohibited Articles. If the Passenger is unwilling to comply with such request, the Carrier may refuse to carry the Passenger or his Baggage and in that event the Charterer’s Agent shall be under no liability to the Passenger or the Charterer.
11.1. Neither Charterer’s Agent nor the Charterer shall be under any liability to each other for any failure by it to perform its respective obligations under this Agreement arising from Force Majeure.
11.2. The Charterer shall indemnify Charterer’s Agent, it's officers, employees and agents against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred and arising out of or in connection with:
11.2.1. Charterer's breach or negligent performance or non-performance of this Agreement; and
11.2.2. the enforcement of this Agreement; and
11.2.3. any claim made against Charterer’s Agent by a third party arising out of or in connection with the Charter, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by Charterer, its employees, agents or subcontractors;
11.3. Charterer’s Agent is not an air carrier neither is it an operator of aircraft or agent of the Carrier and accordingly shall not be deemed to undertake any carriage to which this Agreement relates as a common carrier.
11.4. The Charterer here by acknowledges and agrees that Charterer’s Agent is not in any way responsible for the acts, omissions or defaults of the Carrier or the failure of the Carrier to perform its obligations contemplated hereunder and hereby waives any claims against Charterer’s Agent and defaults, including but not limited to, technical failure of the Aircraft resulting in accident, cancellation or delay.
11.5. Nothing in this agreement limits or excludes liability for:
11.5.1. death or personal injury caused by it's negligence; or
11.5.2. fraud or fraudulent misrepresentation;
11.6. Subject to clause 8.5, Charterer’s Agent shall not be liable to the Charterer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
11.6.1. loss of profits;
11.6.2. loss of sales or business;
11.6.3. loss of agreements or contracts;
11.6.4. loss of anticipated savings;
11.6.5. loss of or damage to goodwill;
11.6.6. loss of use or corruption of software, data or information;
11.6.7. any indirect or consequential loss.
12.1. Either party (the Terminating Party) may terminate this Agreement immediately by notice in writing if:
12.1.1. the other party commits a breach of this Agreement which is incapable of remedy or which, if capable of remedy, is not remedied within such reasonable time as the Terminating Party shall require following notice to the other party of the breach; or
12.1.2. the other party is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986 as if the words 'if it is proved to the satisfaction of the court' were replaced by 'if in the reasonable opinion of the Terminating Party') or a petition is presented or a resolution is passed to wind up the other party oran administration order is made in relation to the other party or a receiver, manager, administrative receiver or like person is appointed over the whole or any material part of the property, undertaking or assets of the other party; or the other party makes a voluntary arrangement within the meaning of Section 253 Insolvency Act 1986 or the other party becomes insolvent or is otherwise unable to pay its debts; or an analogous event to any of those in this clause 9.1.2 occurs in respect of the other party in any territory whose jurisdiction the other party is subject.
12.2. Termination of this Agreement shall be without prejudice to any rights or remedies available to or any obligations or liabilities accrued to, either party at the effective date of termination. Except as provided herein, following termination the parties will have no obligation to further perform their obligations under this Agreement, with the exception of any obligations which expressly apply hereunder after termination.
12.3. Notwithstanding anything in this Agreement to the contrary, in the event of any termination by Charterer’s Agent and subject to payment of the Charter Price and any other sums due in respect of the Charter, honour and cause each Carrier to perform any trips that were scheduled by Charterer prior to the effective date of the termination.
13.1. Any notice required to be given under this Agreement shall be in writing and shall be deemed duly given if left at or sent by first class post or facsimile message to the address herein stated of the party to whom it is to be given. Any such notice shall be deemed to be served at the time when the same is handed to or left at the address of the party to be served and if served by post on the day (not being a Sunday or Public Holiday) next following the day of posting or if served by facsimile message upon the day such facsimile message is sent.
13.2. 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.
13.3. No person other than a party to this Agreement may enforce this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.
13.4. No party has relied on any warranty or representation of any other party except as expressly stated or referred to in this Agreement.
13.5. No claims shall be made against Charterer’s Agent 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.
13.6. No variation of this Agreement shall be effective unless made in writing and signed by authorised signatories on behalf of both parties.
13.7. No failure by Charterer’s Agent to exercise and no delay by Charterer’s Agent 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.
13.8. The Charterer shall not been titled to assign the benefit of this Agreement without Charterer’s Agent.
13.9. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such party.
13.10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.11. Each party irrevocably agrees, for the sole benefit of Charterer’s Agent that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or it's subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of Charterer’s Agent to take proceedings against Charterer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceeding sin any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. If so requested by Charterer’s Agent the Charterer shall provide an address in England and Wales where service of process can be effected.
13.11. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
13.11.1. The number of arbitrators shall be one.
13.11.2. The seat, or legal place, of arbitration shall be the United Kingdom.
13.11.3. The language to be used in the arbitral proceedings shall be English.
13.11.4. The governing law of the contract shall be the substantive law of England and Wales.
13.11.5. This Agreement may be executed in any number of counterparts each of which shall be an original but such counterparts shall together constitute but one and the same instrument.
