Article 1. Scope and definition

These General Terms and Conditions are applicable to all offers made and to all services performed by any company of the Aviapartner group (hereafter Aviapartner), unless specifically agreed otherwise in writing by Aviapartner and this regardless of any conditions mentioned on order forms or invoices sent to Aviapartner.

These General Terms and Conditions shall take precedence over any terms and conditions of the Customer, whether attached to, enclosed with or referred to in any purchase order of the Customer or elsewhere.

They may not be amended except by written special agreement between Aviapartner and the Customer.

These General Terms and Conditions are applicable to both commercial air transport operations and general aviation operations as defined by the International Civil Aviation Organization (ICAO).

“Customer” means the carrier company, aircraft operator, aircraft owner, aircraft representative, broker, freight forwarder, any third party engaged by the carrier company, aircraft operator, aircraft owner, aircraft representative and/or any third party who is acting on behalf of the carrier company, aircraft operator, aircraft owner, aircraft representative, as the context requires.

Article 2. Price and payment terms

Aviapartner will send a quote of the price/tariff for the services required by the Customer. If prior transmission of the price/tariff of the executed services is not possible for any reason whatsoever and/or if Customer requests additional services, the prices indicated in the ”Ground Handling & Additional Services Prices list” shall apply automatically even without express acceptable by the Customer.

Payment conditions, cancellation charges, fees and surcharges are stated in the ”Ground Handling & Additional Services Prices list”.

Cash payments can be accepted up to an amount of 300 EUR.

In the event of a delay of payment, Aviapartner is entitled to suspend all pending orders without prejudice to all other courses of action. The non- payment of invoices within thirty days after the date of the invoice gives rise to an increase of 10% with a minimum of 200 EUR as a contractual and irreducible compensation for extra administrative cost, credit control and commercial perturbation. In all locations, any overdue amount will carry interest at a rate of 0,75% of all unpaid amounts per started calendar month.

Article 3. Parties’ obligations

Aviapartner will use its reasonable care and skill (“obligation of means”) in the supply to the Customer of contractual services agreed.

The Customer shall supply Aviapartner information and instructions to enable it to perform the contractual services. The Customer shall provide, at min. 48h before providing the service, to Aviapartner the Ground Handling Manual with instructions to handle the aircraft, and/or any necessary information to handle the aircraft. Aviapartner shall confirm by written the acceptation of the instructions. Aviapartner cannot be held liable for any damage caused by a total or partial failure to transmit information, or transmission of insufficient or erroneous data.

Article 4. Obligations of the Customer’s client concerning goods

In case of handling of goods, the goods must be handed over conditioned, packaged, marked and labelled in such a way that they can withstand the operations entrusted to them and be delivered to the consignee in accordance with the instructions given to Aviapartner and under normal conditions. In the event of damage to the goods, or in the event of delay it is the responsibility of the consignee or the receiver to carry out regular and sufficient observations, to make the legal reservations regarding the carrier and, in general, to carry out all the acts necessary for the preservation of recourse in the legal forms and time limits, failing which no recourse can be exercised against Aviapartner.

The clients who place the orders will alone bear the consequences, whatever they may be, resulting of erroneous, incomplete, inapplicable or late declarations or documents.

If customs operations are carried out on behalf of the client by Aviapartner, the client shall bear all customs fines, penalties or more largely every other sum ordered to be paid to the customs authorities triggered by incorrect instructions, inapplicable or expired documents, etc.

In case of rejection of the goods by the consignee, as well as in case of default of the consignee for any reason whatsoever (non-exchange of returnable packaging due to the consignee), all initial and additional costs due and incurred by Aviapartner shall remain at the expense of the client or Customer.

In accordance with the regulations relating to air transport security, the sender undertakes to implement and respect the national (Civil Aviation Order of 11 September 2013) and European (EU Regulation 2015/1998 of 5 November 2015) instructions in force.

In general, and without this list being restrictive, the Customer undertakes not to hand over counterfeit products to Aviapartner and ensures that its clients respect that very same obligation.

If the Customer entrusts Aviapartner with items covered by the above restrictions, they shall travel at the Customer’s own risk and under discharge of all liability on the part of Aviapartner.

In the event of a breach of the above provisions, the Customer or its client if needed authorises Aviapartner to dispose of the goods in any way it deems fit and shall indemnify Aviapartner against all consequences of any nature whatsoever resulting from this.

Article 5. Compliance with laws

Customer acknowledges that goods, services, technical data and/or other information received under this Agreement and any Order may be subject to U.S. or EU export control laws and regulations, and Customer agrees to comply fully with such laws and regulations. Customer represents that the aircraft and its owner(s)/operator, the passengers, origin and destination of aircraft, and the purpose of aircraft’s route are not subject to sanctions, that the flight is being carried out in compliance with applicable trade controls, and that by providing the services it will not cause Aviapartner to be in violation of any trade controls or subject to any sanctions or other penalties.

Trade controls include restrictions on: (i) transactions or other dealings with sanctioned countries/territories or sanctioned entities, individuals, or governments; (ii) exports, reexports, and other transfers of goods, software, and technology across borders, or to persons of other nationalities; and (iii) direct or indirect support of certain unsanctioned non-U.S. boycotts. Customer retains responsibility for compliance with all applicable trade controls. Any violation Aviapartner discovers may result in immediate termination of the services and the contract concluded and may be reported to law enforcement authorities.

Article 6. Liability

Aviapartner shall not be liable for damage, death, delay, injury or loss of any kind sustained by the Customer or any third party in connection with or resulting from the performance or non-performance of services or the provision of facilities or goods or by any other act or omission pursuant to an agreement between the Customer and Aviapartner, unless it is proven that such damage, death, delay, injury or loss results from and act or omission of Aviapartner, done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result, except mandatory contrary provisions provided by international conventions or regulations.

The Customer shall indemnify and hold free and harmless Aviapartner from all claims filed by any third parties including costs and expenses incidental thereto, arising in connection with or resulting from the performance or non-performance of services or the provision of facilities or goods or by any other act or omission pursuant to an agreement between the customer and Aviapartner, unless it is proven that such claim results from an act or omission of Aviapartner, done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.

Article 8 of the IATA Main Agreement of the SGHA AHM810 shall apply in full (Appendix A).

Article 7. Force majeure

No party shall be deemed in default for any delay or failure in the performance of its obligations under these General Terms and Conditions results from a force majeure event defined as beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, pandemics, war, riots, strikes exterior to Aviapartner, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labour disputes or unavailability of parts. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

The Party invoking the case of Force Majeure must notify the existence thereof to the other Party, by registered letter or email, upon occurrence of the case of Force Majeure. If the case of Force Majeure lasts more than 1 month, either party may unilaterally terminate this Contract, by registered letter.

Article 8. Suspension and termination

In the event of a delay of payment, Aviapartner is entitled to suspend, without prior notice, all pending orders without prejudice to all other courses of action.

Aviapartner may terminate any contract at any time, ipso jure, without judicial intervention or formal notice, and without notice if the Customer commits a gross and/or reckless negligence.

Finally, the contract may also be terminated, ipso jure, without judicial intervention or formal notice, and at any time by either of the Parties by giving one (1) month’s notice in the following cases:

– in the event that the other Party breaches one or more of its obligations under this Contract, after formal notice has not been given with satisfactory effect within thirty (30) days, or

– in the event of non-compliance for (3) consecutive months with any obligation after a written warning that has not been followed up within thirty (30) days.

Article 9. Data privacy and GDPR

Data privacy provisions are available and published on our Aviapartner website: https://www.aviapartner.aero/privacy-cookie-notice

The liability relating to data/GDPR will be subject to the following conditions; the Customer, as controller, will send Aviapartner, as processor, only the amount of data that is reasonable and proportionate to enable Aviapartner to properly perform the services. The processor will have no liability for any data breach regarding data provided by the controller to the processor which it does not require for the performance of the services but will be responsible and liable for data breaches of which itself is the cause with regard to the data the controller transmits that is necessary for the performance of the services.

In particular this means that Aviapartner shall, for example (a.o.), only be liable:

– In relation to data related to specific passengers on the flight;

– In relation to data that is specifically needed to provide the services (and therefore, not in relation to other data to which the Customer may give access);

– To the extent Aviapartner’s liability for the data breach has been proven;

– To the extent that the Customer’s system is properly configured with state-of-the-art security;

– To the extent that the Customer makes extreme best efforts to defend a possible breach towards the responsible authorities (or other third parties) with a view to limiting any pay out, and that the Customer shall at all times provide transparent access to the procedure and shall inform Aviapartner pro-actively;

– And to the extent that the Customer shall keep these arrangements strictly confidential.

Notwithstanding the above, Aviapartner’s liability with regard to the processing of personal data and the obligation arising from any data processing agreement that shall be signed, shall be limited to 10.000 EUR for any one event or series of connected events.

Article 10. Confidentiality

Neither Party may disclose any information provided by the other Party, except to the extent expressly authorized in writing by the other Party or ordered by a court of competent jurisdiction or government agency or prescribed under any applicable law, rule or regulation.

Article 11. Miscellaneous

In the event that any one or more of these General Terms and Conditions shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining present terms hereof shall be unimpaired and the invalid, illegal or unenforceable term shall be replaced by a mutually acceptable term, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable term.

The present General Terms and Conditions shall be deemed to be known and accepted by the Customer as soon as he confirms an order.

Article 12. Pilot in Command

At all times, the Pilot In Command (hereinafter PIC) shall be solely responsible for the disembarking of passengers and other crew members from the time they leave the aircraft until they are accepted for examination for entry into a State, even when Aviapartner has accepted to assist the PIC with this service.

Article 13. Applicable law and jurisdiction

Any and all disputes resulting from and/or relating to the validity, interpretation and/or performance of the services shall exclusively be referred to the courts of the country where services are rendered. The applicable law will be the law of the country where services are rendered, including summary proceedings, notwithstanding multiple defendants or third party claims.

APPENDIX A

Article 8-LIABILITY AND INDEMNITY of the Main Agreement of the SGHA AHM810 of January 2023 as published by the International Air Transport Association shall apply in full;

ARTICLE 8.
LIABILITY AND INDEMNITY

In this Article, all references to:

(a) “the Carrier” or “the Handling Company” shall include their employees, servants, agents and subcontractors;

(b) “act or omission” shall include negligence.

8.1 Except as stated in Sub-Articles 8.5 and 8.6, the Carrier shall not make any claim against the Handling Company and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:

(a) delay, injury or death of persons carried or to be carried by the Carrier;

(b) injury or death of any employee of the Carrier;

(c) damage to or delay or loss of baggage, Cargo or mail carried or to be carried by the Carrier, and

(d) damage to or loss of property owned or operated by, or on behalf of, the Carrier and any consequential loss or damage;

arising from an act or omission of the Handling Company in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with the knowledge that damage, death, delay, injury or loss would probably result.

Provided that all claims or suits arising hereunder shall be dealt with by the Carrier; and Provided also that the Handling Company shall notify the Carrier of any claims or suits without undue delay and shall furnish such assistance as the Carrier may reasonably require.

Provided also that where any of the services performed by the Handling Company hereunder relate to the carriage by the Carrier of Passengers, baggage or Cargo, then if the limitations of liability imposed by the Warsaw Convention and/or the Montreal Convention (1999) as applicable and as amended from time to time would have applied if any such act or omission had been committed by the Carrier but are held by a court not to be applicable to such act or omission committed by the Handling Company in performing this Agreement then upon such decision of the court the indemnity of the Carrier to the Handling Company hereunder shall be limited to an amount not exceeding the amount for which the Carrier would have been liable if it had committed such act or omission.

8.2 The Carrier shall not make any claim against the Handling Company in respect of damage, death, delay, injury or loss to third parties caused by the operation of the Carrier’s Aircraft arising from an act or omission of the Handling Company in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.

8.3

(a) Notwithstanding the provisions of Sub-Article 8.1, in the case of claims arising out of surface transportation which is provided on behalf of the Carrier and is part of the operation of loading/embarking or unloading/disembarking and/or is covered by the Carrier’s Contract of Carriage the indemnity shall not exceed the limits specified in the said Contract of Carriage.

(b) In the case of claims arising out of surface transportation which is not provided on behalf of the Carrier and/or is not part of the operation of loading/embarking or unloading/disembarking and/or is not covered by the Carrier’s “Contract of Carriage” the waiver and indemnity herein contained shall not apply.

8.4 The Handling Company shall not make any claim against the Carrier and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:

(a) injury to or death of any employees of the Handling Company; and

(b) damage to or loss of property owned or operated by, or on behalf of, the Handling Company and any consequential loss or damage;

arising from an act or omission of the Carrier in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.

8.5 Notwithstanding Sub-Article 8.1(d), the Handling Company shall indemnify the Carrier against any physical loss of or damage to the Carrier’s Aircraft caused by the Handling Company’s negligent act or omission provided always that the Handling Company’s liability shall be limited to any such loss of or damage to the Carrier’s Aircraft in an amount not exceeding the level of deductible under the Carrier’s hull all risk policy which shall not, in any event, exceed USD 1,500,000 except that loss or damage in respect of any incident below USD 3,000 shall not be indemnified.

For the avoidance of doubt, save as expressly stated, this Sub-Article 8.5 does not affect or prejudice the generality of the provisions of Sub-Article 8.1 including the principle that the Carrier shall not make any claim against the Handling Company and shall indemnify it against any liability in respect of any and all consequential loss or damage howsoever arising.

8.6 Furthermore, notwithstanding Sub-Article 8.1.(c), the Handling Company shall indemnify the Carrier against Direct Loss of or damage to Cargo carried or to be carried by the Carrier (excluding mail) caused by the negligent act or omission by or on behalf of the Handling Company in the provision of the services and/or the supply of goods under this Agreement provided always that the Handling Company’s liability shall be limited to as set out in article 22.3 of the Montreal Convention 1999 or any amendment to that Convention in force at the time of the loss or damage or to the actual compensation paid out by the Carrier, whichever is less. In any event, the total amount of the Handling Company’s liability under this Sub-Article 8.6 shall not exceed USD 1,000,000, except that loss or damage in respect of any claim below USD 500 shall not be indemnified. Carrier shall promptly notify the Handling Company of any claim for indemnity under this Sub- Article 8.6 following actual knowledge of such indemnity claim, provided however that the failure to give such notice shall not relieve the Handling Company of its obligations hereunder except to the extent that Handling Company is materially prejudiced by such failure. Any such claim for indemnity shall be submitted within two (2) years of the expiration of the time limit set out in Article 31.2 of the Montreal Convention 1999. For the avoidance of doubt, the liability of the Handling Company shall never exceed the liability of the Carrier.