1. DEFINITIONS
1.1 Administration Fee: means a fee payable by the Client for arranging each of the Flight Support Services and/or Products provided or delivered by a Third-Party Service Provider(s) at the rate provided for in the Agreement.
1.2 Affiliates: means the companies listed in Article 3 of the Agreement. An Affiliate of Jetex can be also referred to as Fixed-Base Operators (“FBO”).
1.3 Agreement: means the Flight Operation Support Agreement between Jetex and the Client for the supply of Flight Support Services and/or Products and any written Flight Support Request and/or Fuel Release, Price Schedule (Annex II) and any modifications thereof, the present General Terms and Conditions.
1.4 Aircraft: means any and all aircraft described in the Agreement and/or in the Flight Support Request for which the Client purchases Flight Support Services and/or Products in accordance with these Conditions.
1.5 Cancellation Fee: means a fee payable by the Client for each cancellation of Flight Support Services and/or Products requested by the Client at the rate provided for in the Agreement.
1.6 Catering Arrangements Fee: means a price payable by the Client at the rate provided in the Agreement for each arrangement of in-flight catering services including the finest meals in accordance with the budget and special wishes of the passengers and crew.
1.7 Conditions: means these General Terms and Conditions that govern the provision of Flight Support Services and/or delivery of Products by Jetex, as may be amended from time to time in accordance with Condition 3.1.
1.8 Coordination Fee: means a fee payable by the Client for each of the Flight Support Services and/or Products provided to the Client by a Third-Party Service Provider(s), including Ground Handling and Transportation Arrangements and Crew Assistance, which are coordinated by Jetex at the rate provided for in the Agreement.
1.9 Client: means the person or firm purchasing Flight Support Services and/or Products and its Affiliates.
1.10 Currency: means the currency stated on Jetex invoices. It is understood that Currency follows the currency of related Third-Party Service Provider’s invoices and therefore may vary.
1.11 Dispatch Package: means Computerized Flight Plan, ATC Filing & Acknowledgment, En-route Weather and NOTAMs, Graphical Weather Charts, and Passenger Route Plot.
1.12 Flight Tracking Fee: means a fee payable for flight following and movement reporting.
1.13 Flight Support Request: means a request from the Client to Jetex to supply Flight Support Services and/or Products in accordance with the Agreement.
1.14 Flight Support Services (also referred to as the “Services”): means any and all Flight Support Services and/or Products for the Aircraft supplied to the Client by Jetex or by a Third-Party Service Provider(s) (as the case may be).
1.15 Fuel Price: means the total sum payable by the Client to Jetex for the provision of aviation fuel which includes without limitation all Third-Party Service Provider’s charges and disbursements, as stated on Jetex’s invoice.
1.16 Permit: means any required permission to overfly and/or to land an Aircraft including without limitation any slot arrangements, take off permits and traffic rights.
1.17 Permit Revalidation Fee: means a fee that will apply only when the local authorities require a revalidation according to the timeframe given for a permit, as may vary significantly from country to country.
1.18 Price: means the total sum payable by the Client to Jetex for the provision of any Flight Support Services and/or Products (except aviation fuel) which includes without limitation all Third-Party Service Provider(s) charges and disbursements.
1.19 Price Increase: an increment in Price agreed upon by the Parties in writing in accordance with Conditions 6.2 and 6.3.
1.20 Price Schedule: means the schedule of Prices for Flight Support Services and/or Products (except for aviation fuel) which forms an integral part of the Agreement (Annex II).
1.21 Products: means aviation fuel and/or catering and/or any other products for the Aircraft purchased by the Client from or through Jetex.
1.22 Slot Arrangement: means each slot coordination exercise that ensures a suitable slot is reserved for the Aircraft.
1.23 Supervision Fee: means a fee payable by the Client for each of the Flight Support Services and/or Products provided to the Client by a Third-Party Service Provider(s) under supervision of Jetex at the rate provided for in the Agreement.
1.24 Trip Cost Estimate (“TCE”) Fee: means a charge for the estimation of the cost for the potential flight operations and approximate calculation of all operational expenses including ground handling services, airport fees, permits costs, estimated navigation fees and any other charges, that will be waived upon receipt of Flight Service Request.
1.25 Supplier: means Jetex FZE having its registered office at Dubai Airport Free Zone, East Wing, Building 6E-A, Office No. 807, P.O. Box 54698, Dubai, U.A.E. and its Affiliates.
1.26 Taxes: means any and all governmental, airport and other taxes, duties, levies, charges and contributions of any nature whatsoever (including without limitation where applicable any value added tax) relating to any Flight Support Services and/or Products.
1.27 Third-Party Service Provider: means any party, qualified to deliver Flight Support Services and/or Products, registered with Jetex and engaged by Jetex to deliver all or portion of the Flight Support Services and/or Products under the Agreement. Third Party Service Provider(s) are independent contractors and are not employees or agents of Jetex.
2. CONSTRUCTION
In these Conditions the following rules apply:
2.1 a person includes a natural person, corporate or incorporated body (whether or not having separate legal personality);
2.2 a reference to a party includes its successors or permitted assigns;
2.3 a reference to writing or written includes faxes and emails.
3. APPLICATION
3.1 These Conditions, the terms and conditions of the Agreement, Annexes to the Agreement, as may be modified from time to time, Fuel Release in case of Fuel Supplies and/or Flight Brief for Services, constitute the entire agreement between Jetex (and its Affiliates) and the Client (and its Affiliates) and shall apply in the order of precedence set in the Agreement. No other additional or conflicting terms submitted by the Client shall be deemed a part hereof unless accepted in writing by Jetex. The Client must acknowledge in writing and accept these Conditions without modification before commencement of performance. Any change, amendment or modification of these Conditions must be in writing and executed by the authorized representative(s) of the Parties. The Client’s assent to these Conditions shall be conclusively presumed from Client’s acceptance of all or any part of the Flight Support Services and/or Products or from payment by Client for all or any part of the Flight Support Services and/or Products.
3.2 Jetex’s acceptance of Client’s Flight Support Request is expressly made conditional on the due diligence check conducted by Jetex. Jetex reserves the right to decline the Client’s request as the result of such check.
4. JETEX’S OBLIGATIONS
4.1 Subject to the Condition 4.2, Jetex undertakes to use its best efforts to ensure that the Flight Support Services and/or Products will be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry.
4.2 Jetex has the right at its convenience and without consent of the Client to engage any of its Affiliates and Third-Party Services Provider(s) to supply all or part of the Flight Support Services and/or Products. Jetex agrees to bind every Affiliate and Third-Party Service Provider(s) [and require each of them to so bind their sub-subcontractor(s) and supplier(s)] to all the provisions of these Conditions, the Agreement, Annexes to the Agreement, Fuel Release in case of Fuel Supplies and/or Flight Brief for Services applicable to the relevant portion of the Flight Support Services and/or Products, provided however that the Affiliates and Third-Party Service Provider(s) shall be severally but not jointly with Jetex liable for the performance of their relevant portion of the Flight Support Services and/or Products.
4.3 For avoidance of doubt, it is understood that Jetex shall have no obligation to provide any Flight Support Services and/or Products unless it issues written acceptance of the Flight Support Request.
4.4 Title to and risk of loss of any Fuel delivered to the Client by the Third-Party Service Provider(s) shall pass to the Client after the fuel has passed through the connecting hose into the fuel tanks of the Aircraft or into the appropriate storage tank.
5. CLIENT’S OBLIGATIONS
The Client shall:
5.1 ensure that the terms of any Flight Support Request, including Aircraft and/or fleet details and any other information that it provides to Jetex are complete and accurate.
5.2 co-operate with Jetex in all matters relating to the supply of the Flight Support Services and/or the Products.
5.3 provide Jetex, its employees, agents, consultants, Affiliates, engaged Third Party Service Provider(s) with access to the Aircraft as reasonably required by Jetex.
6. PRICES
6.1 The Prices for the Flight Support Services and/or Products and/or Fuel shall be deemed accepted by the Client on the execution of the Agreement or any modification thereof and shall be deemed payable in accordance with these Conditions and the Agreement.
6.2 The Client acknowledges and accepts that Jetex’s prices may vary for each FBO Location as provided in the “Rate Card” for each location, and copies of which have been supplied to the Client upon execution of the Agreement. The prices at each FBO Location may be subject to an annual increase in line with the increase of the retail price index.
6.3 Jetex shall provide the Client with fifteen (15) calendar days’ prior written notice on any changes to the Price Schedule. Provision of the Flight Support Services and/or Products on the conditions of the modified Price Schedule is subject to acceptance of the modified prices by the Client in writing.
7. TERMS OF PAYMENT
7.1 Invoicing.
(i) The invoice of Jetex shall be payable within a period specified in the Agreement, regardless of the date of receipt of the invoice from Jetex. For avoidance of any doubt and without prejudice to any other remedies available, Jetex shall be under no obligation to deliver Flight Support Services and/or Products, as applicable, make available for collection the Flight Support Services and/or Products until payment of the invoice has been received in full and in cleared funds without any deductions.
(ii) Jetex shall, as soon as reasonably possible, send the Client the invoice for all Flight Support Services and/or Products provided. Invoices transmitted by electronic mail or facsimile shall be considered as original invoices and shall be deemed received by the Client on the date of transmission if sent to the Client at or prior to 6:00 pm Client’s local time, and on the next business day if sent later.
(iii) Any of Jetex’s invoices shall be deemed correct and irrevocably accepted by the Client upon receipt unless the Client has notified Jetex in writing within seven (07) calendar days from the date of receipt of the invoice that the invoice or part thereof is disputed. Such notification shall include the relevant invoice number and all details of the reason for the dispute. Any dispute regarding an invoice or part thereof shall not affect the Client’s obligation to pay the invoice in full pending resolution of the dispute.
7.2 Credit Limit. Jetex may at its sole and absolute discretion grant a credit limit to the Client for an amount and on such terms as Jetex may unilaterally decide from time to time and specify in the Credit Line Agreement with the Client.
7.3 Taxes. The Client shall be solely liable to pay all Taxes. If Jetex has paid any Taxes on behalf of the Client, the amount of these Taxes shall be added to the Prices and/or the Fuel Price on Jetex’s invoice and shall be paid by the Client to Jetex.
7.4 Liability to Pay. The Client, its Affiliates, and, if different, the owner of the Aircraft and the person or company purchasing any Flight Support Services and/or Products through the Client, shall be jointly and severally liable to pay for the Flight Support Services and/or Products against the invoices issued by Jetex and all applicable Taxes. The Client shall use its best endeavours to arrange, when needed, the payments by the parties first above mentioned in this Condition.
7.5 Deposit. Jetex reserves the right to request a deposit and/or a full or partial payment in advance for any Flight Support Services and/or Products.
7.6 Currency. All payments shall be made by the Client in the currency shown on the invoice by wire transfer to Jetex’s bank account indicated on the invoice.
7.7 Any changes of payment instructions or banking details shall be agreed upon by the Parties in the form of modification to the Agreement, which shall enter into force once duly signed by both Parties.
7.8 Payment.
(i) The Client shall pay all invoices free and clear of any deductions, bank commissions and without any set-offs or counterclaims whatsoever.
(ii) All payments made by the Client shall indicate invoices against which they are made, otherwise Jetex shall have the right at its sole and absolute discretion to apply such payments to set-off any outstanding invoices.
8. FUEL DELIVERY TICKET
8.1 Jetex will not be able to provide the Client with a Fuel Delivery Ticket due to local restrictions from the into-plane and/or local supplier. Therefore, the Client will procure that its pilot and/or crew obtains the original or copy of the Fuel Delivery Ticket from the into-plane and/or local supplier immediately upon completion of fuel delivery. The Client agrees that its own pilot and/or crew will be responsible for ensuring that the Fuel Delivery Ticket shows the aircraft registration number and complete delivery information including the fuel amount and will keep the Fuel Delivery Ticket for future reference if needed.
9. LIABILITY AND INDEMNITY
9.1 If the Client fails to pay, in full or in part, any amount payable to Jetex on the due date (“Payment Default”), including the Breach of Credit Line Agreement (“Breach of Credit Line”), then immediately and without a notice and without prejudice or any limitations to the other rights or remedies of Jetex available under these Conditions, at law or in equity, Jetex may:
(a) suspend the supply of any Flight Support Services and/or Products to the Client; and
(b) exercise a lien and/or any other right of detention against the Aircraft in accordance with any applicable laws (the “Lien”), until such time as any and all amounts payable to Jetex are paid in full; and
(c) claim Liquidated Damages calculated under the Condition 9.2 herein; and
(d) claim reimbursement of all costs, fees and expenses (including without limitation all legal costs and attorney fees) incurred by Jetex in the enforcement any of its legal rights and remedies, including but not limited to, the exercise of the Lien.
9.2 Liquidated Damages. Excluding Force Majeure, in the event of the Payment Default, Jetex reserves the right without prejudice and limitation to other rights and remedies available under these Conditions, at law or in equity, to impose Liquidated Damages in the amount of 1.5% of the delayed amount per month calculated from the payment due date until and including the date on which Jetex receives full payment (whether before or after judgment). The Client hereby agrees that payment obligation set forth in this Condition is reasonable in light of the anticipated harm and the difficulty of estimation or calculation of actual damages and represent a genuine pre-estimated of Jetex’s losses. The Client hereby waives the right to contest any such payment as void or unenforceable, as amounting to a penalty or otherwise.
9.3 The Client accepts and agrees that the Client shall be severally and jointly with its Affiliates and, if different, the owner of the Aircraft and the person or company purchasing any Flight Support Services and/or Products through the Client liable for reimbursement of any expenses, including all legal fees, that might arise from Jetex’s claim against the Client.
9.4 If Jetex’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or the Client’s failure to perform any relevant obligation (“Client Default”):
9.4.1 Jetex shall without prejudice and limitation to its other rights or remedies, available under these Conditions, the Agreement, at law or in equity have the right to rely on the Client Default to relieve it from the performance of any of its obligations;
9.4.2 Jetex shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Client Default; and
9.4.3 the Client shall reimburse Jetex on written demand for any costs or losses sustained or incurred by Jetex arising directly or indirectly from the Client Default.
9.5 Nothing in these Conditions shall limit or exclude Jetex’s liability for:
9.5.1 death or personal injury caused by its gross negligence; and
9.5.2 fraud or fraudulent misrepresentation by Jetex.
9.6 Except as set in the Condition 9.5 herein, the Client agrees to indemnify, defend and hold harmless Jetex and each of its Affiliates (i) of all liabilities and from any costs (including without limitation all legal costs and attorney fees), incurred by Jetex and its Affiliates as a result of or in connection with any claim, damage or loss of any kind suffered by the Client or any third parties arising out of or in connection with the provision of any Flight Support Services and/or Products, including by the Affiliates and Third Party Service Provider(s), or the exercise of any Lien by Jetex; (ii) any indirect, special or consequential loss or damage, economic loss, punitive damages, loss of business, profits, revenue, sales or goodwill caused by any breach of contract, negligence, delay, the exercise of any Lien, errors, or omissions of Jetex, its Affiliates, Third Party Service Provider(s); and (iii) the selection of Third Party Service Provider(s) (other than breach of obligation to select Third Party Service Provider(s) which are duly authorized to provide the Flight Support Services and/or Products).
9.7 Except as set in the Condition 9.5 herein, Jetex shall be excluded to the fullest extent permitted by law of any liability for any and all representations and warranties expressed or implied, howsoever arising including without any limitation any implied warranty of satisfactory quality, merchantability or fitness for a particular purpose in relation to any and all Flight Support Services and/or Products. The Client expressly agrees that it shall have the sole responsibility to carry out all such investigations and inspections as the Client may deem necessary to determine the suitability and fitness for any purpose of any Flight Support Services and/or Products including without limitation aviation fuel.
9.8 None of Jetex’s and each of its Affiliates’ directors, shareholders, officers, employees, representatives or consultants shall have any personal liability in connection with the provision of any Flight Support Services and/or Products.
9.9 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
9.10 In the event that, notwithstanding Conditions 9.6, 9.7 and 9.8, Jetex is held liable, Jetex’s total liability to the Client in respect of any Flight Support Services and/or Products howsoever arising shall not exceed the Price for the Flight Support Services and/or Products and/or the Fuel Price which the Client paid or is due pay to Jetex for the particular Flight Support Service(s) and/or Product(s) which gave rise to the liability, provided always that a written claim was received by Jetex within a period of thirty (30) calendar days from the occurrence of an event giving rise to a claim and Jetex could not rectify the event within this time limit.
10. INSURANCE
10.1 The Client shall maintain in force insurance cover in accordance with industry standards, including for aircraft hull, commercial general liability, professional liability, environmental liability, workers’ compensation and for all of the Client’s indemnity obligations under Condition 9.
11. DURATION AND TERMINATION OF THE AGREEMENT
11.1 The Agreement shall be for the duration as stated therein.
11.2 The Agreement can be terminated at any time by either Party by giving thirty (30) calendar days written notice of termination to the other Party, unless other notice period is stipulated in the Agreement.
11.3 The Agreement shall be deemed terminated if the Client does not accept the modified prices for the Flight Support Services and/or Products after receipt of the notice from Jetex as stipulated in Condition 6 herein.
11.4 Without limiting its other rights or remedies Jetex may terminate the Agreement with immediate effect on written notice in any of the following circumstances (i) in case the Client fails to meet any of its payment obligations when due under the Agreement or is otherwise unable to pay its debts as they fall due; (ii) the Client commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within five (05) calendar days of being notified by Jetex in writing of the breach; (iii) in case the Client seeks a composition with its creditors or is subject to a petition for liquidation, winding up or bankruptcy or is otherwise unable to pay its debts as they fall due.
11.5 On termination of the Agreement, any sums whatsoever due by the Client to Jetex shall become immediately and automatically payable without any further notice or demand.
11.6 The provisions of Conditions 7, 9, 10, 12, 13 and 14, shall survive the termination of the Agreement.
12. GENERAL
12.1 Confidentiality. The Parties agree that any and all information learned by the one Party concerning the business affairs of the other Party and all documents, materials and all technical, commercial, financial and other information which has not come into the public domain, written or oral; the terms of the Agreement and these Conditions and related documentation; and the negotiations relating to the Agreement shall be treated as confidential and that such information shall not be disclosed to a third person or legal entity without the express written consent of the other Party, except in instances where a Party has a statutory duty to disclose or disclosure is required by any regulatory or governmental body having jurisdiction over it, provided that the Party disclosing shall notify the other Party of such requirement in advance of disclosure.
12.2 Client’s Representation. The Client warrants that its representative hereunder mentioned is fully empowered and duly authorised to sign the Agreement and these Conditions and to contract in relation to the Aircraft on all matters covered by the Agreement, these Conditions and related documentation. The Client hereby waives any right for a relief of liability on the grounds that any Flight Support Requests have been signed by unauthorized personnel.
12.3 Assignment.
12.3.1 The Client cannot assign any of its rights or obligations under the Agreement and/or these Conditions without the prior written consent of Jetex.
12.3.2 Jetex is entitled to assign, subcontract or delegate any of its rights or obligations under the Agreement to its Affiliates or Third-Party Service Provider(s) without the Client’s consent.
12.4 Independent Parties. Nothing in the Agreement and/or these Conditions shall be construed as constituting any form of joint venture or association or partnership between Jetex and the Client.
12.5 Severability. If any provision of these Conditions or the Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of these Conditions and/or the Agreement shall remain in full force and effect. The Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.6 Cumulative rights. The rights of Jetex and the Client in relation to the Agreement and these Conditions are cumulative, may be exercised as often as considered appropriate, are not exclusive of any rights provided by law or in equity and shall not be capable of being waived or varied otherwise than by an express waiver signed by the Party against whom such waiver is charged in writing. Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.
13. NOTICES
13.1 All notices to be given under the Agreement and/or these Conditions shall be in writing and shall be sent to the email addresses specified in the Agreement; or facsimile; or sent to the address set out in the Agreement by registered mail postage prepaid and return receipt requested; or with a recognized commercial courier service to the address set out in the Agreement.
13.2 Notices shall be deemed to have been received (i) for notices sent by registered mail: on the date of delivery indicated on the return receipt; (ii) for notices sent by facsimile: upon receipt by the sender of an error free transmission report; (iii) for notices sent by courier: on the receipt of confirmation of delivery from the courier company; and (iv) for notices sent by email: on the date of transmission, if sent to the Client at or prior to 6:00 pm Client’s local time, or on the next business day is sent after 6:00 pm Client’s local time.
14. GOVERNING LAW AND DISPUTES RESOLUTION
14.1 The Agreement and/or these Conditions shall be governed by and interpreted in accordance with the laws of England and Wales.
14.2 Jetex and the Client irrevocably agree that any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.
14.3 In the event of any discrepancy or inconsistency between English version of the Agreement and/or these Conditions and those in any other language, the English version will prevail.
15. ECONOMIC SANCTIONS
15.1 The Client declares that neither the Client nor any of its subsidiaries nor, to the knowledge of the Client, any director, officer or employee of the Client or any of its subsidiaries is currently subject to any United States, United Nations, European Union or United Arab Emirates sanctions administered by any Trade Compliance Authorities, including but not limited to, the Office of Foreign Assets Control of the U.S. Department of the Treasury (together the “Trade Compliance Regulations”).
15.2 The Client declares to be aware of all economic sanctions’ laws, anti-boycott laws and trade restrictions imposed by the United States, United Nations, the United Arab Emirates and European Union, as may be amended from time to time, and warrant to comply with them in all respects related to the performance of the Agreement.
15.3 This warranty refers particularly but not exclusively to the nominated Aircraft, to whoever may own, control, operate or have chartered the Aircraft, to Client’s documentary instructions, to any intervening Banks, and in general to any other person, company or entity involved in the performance of the Agreement.
15.4 The Client shall indemnify Jetex and hold Jetex fully harmless in the event of loss or damage suffered by Jetex, their principals or their Affiliates, as a result of any breach, whether intentional or not, of the above mentioned economic sanctions’ laws, anti-boycott laws and/or trade restrictions by the Client or any of the persons, companies and entities comprised in the Client’s warranty under the terms of this Condition 15.
15.5 Nothing in these Conditions is meant to require either Party to take any action which is likely to place it or its Affiliates in a position of non-compliance with, or in contravention of, the above-mentioned laws and restrictions. In particular, but without limitation, Jetex shall at any time be entitled to reject or withdraw acceptance of any Flight Support Services and/or Products, where the acceptance of such Flight Support Services and/or Products would place them or their Affiliates in a position of non-compliance with, or in contravention of, the said laws and restrictions.
15.6 Jetex is not obligated to proceed and is excused under these Conditions from proceeding, with any transaction or conduct that it reasonably believes would result in a violation by Jetex or the Client of the Trade Compliance Regulations.
16. FORCE MAJEURE
Jetex shall not be liable for any damages and losses caused by failure or delay in performance of the Flight Support Services and delivery of the Products, if such failure or delay is due to failure or delay of the manufacturer of Products, failure or delay of Third Party Service Provider(s) or any other third parties or subcontractors, any acts of governmental authorities, including customs and civil aviation authorities’ delays, any changes to the customs and aviation regulations or enactment of new legislation, any war, embargo, riot, fire, flood, accident, strike or other labour difficulty, an act of the Client, any act of God, transportation shortage or failure, an outbreak of infectious disease (local, epidemic or pandemic) and related governmental restrictions, or any other cause beyond the reasonable control of Jetex.
17. COUNTERPARTS
These Conditions may be fully initialized in separate counterparts and both such counterparts together constituting but one and the same instrument. Such counterparts may be exchanged via e-mail provided that, if required, immediately following such transmission, each Party shall forward an executed original copy of the counterpart to the other Party by first class mail or courier.
