AD HOC CHARTER TERMS AND CONDITIONS
Charterer is advised to read these terms and conditions carefully and to note Supplier is not an operator of Aircraft and enters this agreement neither as a carrier nor as the agent of any carrier or Additional Services provider.
In this Agreement unless the context otherwise requires:-
“Additional Services” means other services booked by Supplier on behalf of Charterer such as hotels, transfers or car rentals and which are subject to the third party supplier’s terms and conditions.
“Agreement” These Ad-hoc Charter Terms and Conditions including any Charter Quote, Schedule and subsequent written amendments.
“Aircraft” an aircraft of the type described in the Charter Quote operated in connection with a Flight.
“Base Date” means the base date stated in the Schedule used for the calculation of the applicable fuel and exchange rates.
” Carrier” means the operator of the Aircraft used for the Flight(s).
“Charter Price” the amount set out in the Schedule payable to Supplier for the Flight(s).
“Charter Quote” The Flight and Additional Services quotation document setting out the prices and Taxes payable and any additional terms and conditions.
“Flight(s)” a flight described in the Schedule arranged by Supplier with the Aircraft Carrier on behalf of Charterer.
“Schedule” Details of the itinerary booked by Charterer and accepted by Supplier including aircraft type, operator, departure and arrival airports, flight dates/times, number/types of permitted passengers, and permitted cargo.
2. CHARTER QUOTE AND PAYMENT
2.1 The Charter Quote is payable at the time that the booking is made. Charterer understands and agrees that the meeting this deadline is an essential condition of this Agreement which must be strictly complied with. Supplier reserves the right to withhold services until it receives payment of the full amount of the Charter Quote. All Flights remain subject to availability until Charterer has agreed the Charter Quote, Supplier has accepted the booking in writing and Charterer has complied with applicable payment terms.
2.2 The Charter Price is based on aviation fuel costs calculated on the Base Date. If there is an 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 the Supplier on demand such amount as shall fully compensate the Carrier for such increase.
2.3 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 the Supplier under or by reason of this Agreement. If the Charterer is required to withhold any part of any payment payable by it to the Supplier 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, the Supplier shall receive from the Charterer the full amount of such payment.
2.4 If for any reason payment of the Charter Price or any instalment thereof shall not be made on the due date then the Charterer shall pay to the Supplier interest on the amount unpaid at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc calculated on a daily basis from the due date until the date of payment (both before and after judgment), compounded monthly
2.5 If the Supplier shall receive any refund from the Carrier in respect of any varied, cancelled or unperformed Flight(s), the Supplier shall (subject to the provisions of Clause 11 hereof and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer.
3. AIRCRAFT AND CREW
3.1 The Carrier shall be responsible for providing 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. The Aircraft shall be operated in accordance with all applicable laws and regulations during the Flight(s). The Supplier shall use all reasonable efforts to procure the Aircraft as stated in the schedule, if Supplier is unable to provide the Aircraft stated in the Schedule it shall use its reasonable endeavours to procure for Supplier an aircraft of similar or better standing.
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
The Carrier on behalf of the Supplier shall supply or procure the supply of passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken pursuant to this Agreement and the Charterer shall give to the Supplier 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. The Supplier shall pass on all such information to the Carrier.
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. If any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight neither the Supplier nor the Carrier shall be under any liability whatsoever to the Charterer or to such passenger. Neither the Supplier nor the Carrier shall be under any obligation to make any alternative arrangements for any such passenger. If the Carrier, in its absolute discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to the Supplier such additional sum that the Supplier may specify for each such passenger to cover applicable passenger taxes and the costs of the Carrier and the Supplier thereby incurred.
5.2 In the event of any delay (other than any delay for technical reasons the responsibility for which shall lie with the Carrier) deviation or diversion of any flight, the Supplier shall use all reasonable commercial endeavours to assist the Charterer in reaching their final destination however 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.
5.3 If any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified the Carrier and the Supplier, their respective officers, employees, servants and suppliers against any and all cost or expense whatsoever incurred by the Carrier or the Supplier in respect thereof (including but not limited to charges, fees, penalties, imposts or other expenses levied upon the Carrier or the Supplier by any immigration authority) or of any arrangements made by the Carrier or the Supplier to return such passengers to the country from which such passenger was originally carried.
6. OBLIGATIONS OF THE CHARTERER
6.1 The Charterer shall hold harmless and indemnify the Carrier and the Supplier 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, as notified to the Charterer, licences and authorities granted for the Flights and will procure such compliance on the part of all its passengers.
6.4 The Charterer, subject to being provided the same by the Supplier and / or the Carrier, shall be responsible for the issue and delivery of all necessary passenger tickets, baggage checks and other necessary documents to all passengers.
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
7.1 Nothing in this Agreement excludes Supplier’s liability for death or personal injury caused by its negligence or fraudulent misrepresentation. Supplier does not undertake any responsibility to Charterer for the Flight(s), Carrier’s flight operations, and Charterer not be entitled to assert any such responsibility on the part of Supplier for any direct damages or losses (whether resulting from negligence or otherwise) relating thereto unless caused by Supplier’s willful misconduct.
7.2 Save as provided otherwise in this Agreement, Supplier shall have no liability to the Charterer for any direct damages or losses resulting from the delay, cancellation, non or partial performance of any Flight to be provided to Charterer unless caused by Supplier’s breach of this Agreement or negligence. All warranties, conditions, representations whatsoever implied by statutory or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.3 Subject to the above, Supplier’s aggregate liability in contract, tort, for misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Agreement shall not exceed for each booking the amount set out in the Charter Quote. Supplier shall in no event be liable to Charterer for any indirect or consequential loss or damage (including, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) arising from any act, omission, negligence or default on the part of Supplier or its employees, servants or agents.
7.4 This Agreement is not a contract of carriage and nothing in this Agreement will be interpreted on that basis. Supplier is not a contracting carrier for the purposes of the conventions or otherwise. Carriers have sole operational control over all aircraft. Supplier has no discretion or responsibility regarding operational matters, including (without limitation) whether a Flight is carried out and the loading of the aircraft.
7.5 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 a copy of which is available on the Carrier’s website and on demand to the Supplier.
7.6 The indemnities contained in this Clause 7 shall survive the termination of this Agreement.
This Agreement may be terminated immediately upon notice from the Supplier 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 the Supplier 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 (England); 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 the Supplier 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; or
8.12 the Supplier’s contract with the Carrier is terminated for any reason other than as a result of the default of the Supplier not caused by the Charterer. In this case, Supplier shall refund all sums paid by the Charterer in respect of any cancelled Flights
9. EFFECT OF DEFAULT
9.1 If this Agreement is terminated under Clauses 8.1 – 8.11, then the Charterer shall (without prejudice to any other rights and remedies which the Supplier may have) pay forthwith to the Supplier all amounts then due and unpaid to the Supplier hereunder, together with interest thereon (if any) at the rate specified in the Schedule and the Charterer shall indemnify and keep the Supplier indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by the Supplier as a result of such termination and the Supplier 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 the Supplier 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. SET-OFF AND APPLICATION OF MONEYS
The Supplier may at any time without notice to the Charterer at its discretion set-off any amounts paid by the Charterer to the Supplier hereunder against any amounts then due to the Supplier under this Agreement or against any amount due at such time from the Charterer to the Supplier.
11.1 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 email 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.
11.2 This Agreement sets out the entire agreement between the parties, supersedes all previous agreements on the same subject matter, and may only be varied by further written agreement.
11.3 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 the Supplier 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 the Supplier to exercise and no delay by the Supplier 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.
11.9 If one or more of the provisions of this Agreement are held to be wholly or partly invalid, void, illegal or unenforceable (“Invalid Provision”), the remaining provisions of this Agreement will be unimpaired. The Invalid Provision will be deemed severable and will be replaced by a mutually legal and acceptable provision, which comes closest to the parties’ intention for the Invalid Provision.
12. CHOICE OF LAW, SUBMISSION TO JURISDICTION, MEDIATION
12.1 This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and the parties hereto hereby submit to the exclusive jurisdiction of the Courts of England and Wales without regards to its conflict of laws provisions.
12.1 The Parties agree that the United Nations Convention on the International Sale of Goods is specifically excluded from applying to this Agreement.
12.3 Any claim under this Agreement must be brought within one (1) year after the cause of action arises.
Flights will be confirmed once written acceptance of the terms and conditions of this Agreement is received by the Supplier. And confirmation the financial conditions are met. Flights are also subject to all overflight and landing permits being granted.
By signing this quotation the Charterer acknowledges having read and understood the Ad Hoc Charter Terms and Conditions of the Supplier available at: https://churchillaviation.com/terms-conditions; Charterer also confirms his/her unequivocal agreement to the aforementioned General Terms and conditions.