1.2 THE CUSTOMER’S ATTENTION IS DRAWN PARTICULARLY TO CLAUSE 5 WHICH EXCLUDES OR LIMITS HAL’S LIABILITY.
2.1 These Conditions shall apply to all contracts for the sale of goods or the supply of services by HAL to the Customer and no additions or alterations or terms inconsistent herewith shall have effect unless expressly accepted in writing by an authorised representative of HAL. These Conditions shall prevail over any terms and or conditions in the Customer’s order or any other document or communication issued by the Customer or implied by trade usage, custom, practice or course of dealing except where specifically agreed in writing by an authorised representative of HAL. Any purported provision to the contrary is hereby excluded or extinguished.
2.2 Subject to clause 2.3, no variation of these Conditions shall be binding unless agreed in writing between authorised representatives of HAL and the Customer.
2.3 HAL reserves the right to revise these Conditions from time to time on giving to the Customer reasonable advance notice of the changes and a copy of the revised terms.
2.4 These Conditions and any contract between HAL and the Customer to which they apply, and all non-contractual matters associated with, arising out of or connected with it shall be governed by the laws of England and the Customer hereby submits to the jurisdiction of the English Courts save that HAL shall retain the right to bring proceedings against the Customer in any other court which has jurisdiction.
3.1 HAL’s pricing and or quotes, do not constitute offers made by HAL and, in any event, HAL may at its absolute discretion refuse to accept any order. Each separate order shall constitute a separate contract between HAL and the Customer.
3.2 Quotations given by HAL shall be valid for the time specified in the quote only save that HAL shall have the right to vary the prices quoted to reflect any increase in cost to HAL due to any factor beyond its control including, without limitation, any foreign exchange fluctuation or currency regulation; alteration of duties ,significant increase in the costs of labour, materials or other costs of providing services; fuel, aviation insurance premiums, airport fees; or failure of the Customer to provide to HAL with adequate information, instructions as expressly required .
3.3 Unless stated to the contrary all prices are exclusive of any value added tax and other taxes, duties, fees and impositions, which the Customer shall be additionally liable to pay to HAL, if applicable.
3.4 If during the provision of services it becomes apparent that additional work not initially agreed to be provided by HAL is necessary, HAL shall submit a quotation for such work. Acceptance of such quotation in writing by the Customer will constitute a contract governed by these Conditions. If the Customer does not require the additional work to be undertaken, HAL may invoice in respect of the services completed.
4.1 Payment shall be made by cleared funds, or telegraphic transfer of immediate funds to the account set out in the invoice provided by HAL unless a credit period has been agreed to in writing by HAL. If the Customer does not have a credit account, payment must be made by wire transfer in advance of aircraft provision, training delivery or services to be provided on production of a pro-forma invoice or by cash or credit card at the time.
4.2 Time for payment of sums due to HAL shall be of the essence. Invoices are due for payment, without any deduction or deferment on account of any dispute, setoff claim or counterclaim. Without prejudice to HAL’s other remedies, if the Customer fails to make payment in accordance with the terms of this clause 4, HAL reserves the right to suspend the provision of any services for the duration of such failure to pay and/or add interest to the outstanding balance at the higher of the rate set by law and the rate of 4% per annum above the minimum lending rate of the Bank of England from time to time in force, accruing daily. If payment is not made by the due date, all monies owing (whether due or not) by the Customer become immediately due.
4.3 Payment shall be made in the relevant currency as set out in the invoice to HAL at the address on the face of the invoice.
4.4 At any time after any of the events set out in clause 12 have occurred, all amounts outstanding will become immediately due.
4.5 HAL may, if it considers it reasonably prudent to do so, by written notice to the Customer, revoke any credit granted to the Customer and require payment on account and/or payment in advance, and all such payments shall be payable on demand.
5.1
All goods and services are sold without any warranty whatsoever, save as specified in this clause
5.1.3 That it will perform the services with reasonable care and skill in accordance with all applicable laws, airworthiness regulations, and requirements of the Authority and as specified in the signed management contract
5.1.4 That the services will conform to the contract specification;
5.1.5 That those tasked to undertake the provision of the service are suitably qualified and experienced to provide said services;
5.1.6 that it will use reasonable efforts to pass on to the Customer the benefit of any assignable third party provisions in respect of the services; and
5.4 The Warranty shall not apply in respect of
5.4.1 The customer requesting additional services not agreed or listed in the terms of the contract
5.4.2 The customer’s actions make HAL’s ability to provide the agreed services untenable
5.5 HAL shall obtain and maintain, at its sole cost and expense, during the term of this Agreement, Aviation General Liability Insurance (including Products and Completed Operations Liability coverage) with a limit of no less than USD 50,000,000 for each occurrence and any other insurance that HAL is required to maintain by law. To the fullest extent permitted by applicable law, any liability by HAL shall be precluded unless losses, damages or expenses result directly from the negligence or misconduct of HAL. To the fullest extent permitted under applicable law, HAL’s liability is limited to direct damages and HAL shall not be liable for any indirect, special or consequential loss or damage.
5.6 Nothing in these Conditions shall exclude or restrict any legal liability of HAL for death or personal injury resulting from the negligence of HAL or restricts any of HAL’s legal obligations arising under Section 12 of the Sale of Goods Act 1979 or under the Consumer Protection Act 1987 or in respect of fraud. Additionally, where HAL is dealing with a consumer his or her statutory rights, including but not limited to the Consumer Rights Act 2015, are not affected except to the extent permitted by law.
5.7 Where HAL is providing aircraft charter services, please refer to the HAL “Aircraft Charter” Terms and Conditions
6.1 Any property placed by the Customer in HAL’s possession for any purpose whatsoever (whether the same are the property of the Customer or not) shall be entirely at the Customer’s risk and HAL accepts no responsibility in respect thereof nor for any loss of damage in respect thereto unless caused by (i) any intentional or conscious action or decision or inaction with reckless disregard for the consequences of such action or decision or inaction or (ii) wilful misconduct of HAL or its employees or agents providing they were acting within the scope of their employment.
6.2 The Customer shall maintain, and on demand, provide evidence acceptable to HAL, that it has in full force and effect insurance in amounts and on terms acceptable to HAL in respect of the Aircraft and any other items of property or equipment which may from time to time be subject to services provided by HAL. Such insurance must include:
(i) Aviation third party and passenger legal liability; and
(ii) all risks (including war risks) in respect of loss or damage to the hull whilst flying or on the ground, and HAL, its agents, sub-contractors and its and their respective employees, officers and directors shall not be liable to the Customer to the extent of any loss recovered by the Customer under such insurance, and the Customer agrees to waive any rights of subrogation against HAL to the extent of any sum recovered by the Customer pursuant to such insurance.
6.4 HAL shall maintain hangar keepers’ and third party liability insurances in respect of HAL’s potential liabilities to its Customers or any third party arising out of the performance of its obligations under these Conditions.
In respect of all claims, whether due or not, resulting from contractual relations with its Customers, including claims resulting from prior business relations with the Customer concerned, HAL shall have, in addition to its legal right of retention, a contractual right of lien on such objects in its possession, independently of the Customer’s proprietary rights. The Customer herewith gives its consent and approval to all measures reasonably taken by HAL to secure its right of lien. The Customer agrees that HAL has the right to retain the aircraft and objects in its possession and / or to enforce such right of lien for the purpose of securing any of its claims against the Customer, including claims resulting from (i) prior business relations with the Customer concerned, and/or (ii) a business relationship between the Customer and any affiliate which is under the same ultimate control as HAL. HAL shall be entitled to payment of all costs and expenses incurred by it in exercising any lien including, but without limitation; storage charges, hangarage charges, management services flight services
8.1 HAL will use all reasonable endeavours to perform the services to any schedule agreed in writing or, if none is stated, within a reasonable period of time. However, HAL shall not be liable for any failure or delay in the performance of the services if such failure or delay is caused by circumstances beyond its reasonable control; including, without limitation, any delay caused by any act of God, pandemic, fire, flood, accident, labour dispute, theft, break-in, lightning, insurrection, war, act of terrorism, riot, power failure, the discovery of hazardous material or cargos or regulation, application, requirements or request of any civil or military authority of the United Kingdom or otherwise whether or not having the force of law).
8.2 In the event that by reasons of any of the events referred to in clause 8.1 HAL is only able to partially complete any order, HAL shall be entitled to payment in accordance with clause 4 in respect of such of the services which have been performed.
9.1 If the events in (a) to (g) listed below occur, all sums outstanding to HAL shall become immediately due and payable and HAL may elect to proceed with the performance of contracts subsisting with the Customer or to treat such contracts as discharged. In the case of the latter, the Customer shall remain liable to indemnify HAL against all costs incurred by HAL in connection with such contracts until their discharge.
(a) The Customer breaches any of its obligations to HAL; or,
(b) the Customer wrongfully stops payment of any debt or suspends, or threatens to suspend, payment of its debts, or is (or is deemed to be) unable to pay its debts as they fall due or admits inability to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 or any other applicable statutory provision); or,
(c) a receiver, liquidator, trustee, encumbrancer of similar officer is appointed over the whole or any substantial part of the Customer’s undertaking, property or assets or if a petition is presented for the appointment of an administrator of the Customer; or,
(d) the security of any of the Customer’s secured obligations is enforced or any distress, execution, sequestration or other process is levied or enforced on or taken out against the Customer; or,
(e) the Customer enters into or offers to enter into any arrangements or composition for the benefit of its creditors; or,
(f) the Customer being an individual dies, is declared bankrupt or becomes of unsound mind or a patient for the purposes of any statute referring to mental health; or,
(g) provisions equivalent to (c), (d), (e) or (f) in any other system of law apply to the Customer. 9.2 If a contract for services or goods is terminated under clause 12.1, the Customer shall pay HA in proportion to the quantity of good and services (and other ordered work) completed at the time of termination together with the cost of all reassembly and packing work necessary to put the Customer’s goods (and other property) in a condition suitable for delivery to the Customer. In each instance HA may retain the Customer’s goods pending payment of all of the Customer’s invoices in full.
10.1 The sale of any goods or services does not convey to the Customer any licence or right to use any of HAL’s intellectual property which might form part of such goods / services except to the extent that it is actually embodied in the goods.
HAL shall be entitled to sub-contract any of its obligations hereunder at its reasonable discretion without prior notice to or consent of the Customer but HAL acknowledges that it remains responsible for any such work or service performed.
12.1 Any notice required to be given in compliance with any of these Conditions shall be in writing and shall be served by sending the same (i) by registered post or (ii) facsimile or email transmissions followed by mailing of such transmissions to the party to whom such notice is being given at its last known address. Notice shall be deemed to be delivered and effective as of the date shown on any certified receipt issued by postal authorities if sent by registered mail or if sent by facsimile or email on the date of transmission provided that confirmation of delivery shall have been received by the sending party.
12.2 A person who is not a party to an agreement incorporating these Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 (The “Act”) to enforce any term of such agreement save for the Indemnified Parties. This Condition 12.2 does not affect any right or remedy of any person which exists or is available otherwise than under that Act.
12.3 A waiver of any right or remedy by HAL under these Conditions or at law is only effective if given in writing by an authorised representative of HAL and no waiver by HAL in respect of any breach by the Customer of any of these Conditions shall operate as a waiver in respect of any subsequent breach by the Customer of these Conditions.
12.4 If at any time any of these Conditions (or part thereof) hereof is or becomes illegal or void as a consequence of the operation of any law or regulation then the remaining provisions hereof shall remain in full force and effect.
12.5 The Customer warrants in its dealing with HAL that it is subject to civil and commercial law with respect to its obligations under these Conditions and the transactions contemplated thereby constitute private and commercial acts done for private and commercial purposes and neither the Customer nor any of its assets is entitled to any immunity on the grounds of sovereignty or otherwise from any legal action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).