“SAMPLE” CHARTER AIRCRAFT
SUPPLIERS AGREEMENT
“This is a Sample Agreement and Subject to Change (varies from Company to Company)”
Between
PAKISTAN INTERNATIONAL AIRLINES CORPORATION
And
(NAME OF THE COMPANY)
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Charter Aircraft Suppliers “Sample” Agreement
Pursuant to the Charter Aircraft Suppliers Agreement dated as of ___________by and between Pakistan International Corporation and (Name of the Charter Aircraft Supplier). This Charter Aircraft Suppliers Agreement(this “Agreement”) is made and entered into by and between the parties on ______ day
of ________ in Karachi, Pakistan.
The PIAC agrees to the appointment of M/S. (Name of the Charter Aircraft Supplier) as suppliers of Aircraft on Trip Charter Basis the following terms and conditions for a period of ___________ from the date of signing and further extendable with mutual consent, for the purposes of arranging Charter Flight(s) within; and outside Pakistan.
1. Definitions
A. Supplier
The charter aircraft supplier hereafter called as supplier owns and desires to provide the Aircraft (defined below) according to the terms of this Agreement.
B. Corporation
The PIA hereafter called as the corporation desires to procure the Aircraft according to the terms of this Agreement and is legally empowered to do so.
2. Aircraft
A. The Supplier will provide an airworthy aircraft, properly maintained, equipped, fuelled with adequate insurance coverage for passengers and cargo for performance of the flight(s) under the present Charter Aircraft Suppliers Agreement.
B. The Supplier may substitute alternate aircraft suitable for the transportation provided for in this Charter Aircraft Suppliers Agreement.
3.
Price and Payment
A.
Price
i.
The price will be fixed once quoted on basis of the current local taxes and
other public fees and fuel price prevailing at the time of expected operations. The Supplier
reserves the right to adjust the charter price in the event of Governmental Authorities
imposing new taxes or fees and/or increasing existing taxes and fees directly connected
with the flight transportation. But not after the payment of flight/flights have been made to
Supplier by Corporation as per the payment schedule.
ii.
Corporation shall be entitled to add markup for any price quote initiated by
Supplier.
B.
Payment
The payment of the agreed charter price will be paid as follows:
i.
The Supplier will quote a charter price to Corporation for a business suggested
by Corporation;
ii.
The Corporation will be entitled to charge any premium amount from the group
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iii.
Corporation will not be liable to provide the copy of its quotation, terms and
conditions offered to the group of passengers or any organization prior to its bid
for any approval from Supplier.
iv.
Supplier will arrange flights and overflying permits, ground handling and fuel
arrangements.
v.
Crew hotels and catering charges would be paid by the Corporation.
vi.
For any service provided by the Supplier, Corporation will make payments 45
days after the services are concluded.
4. Cancellation
A. The flight(s) or series of flights provided, once the price is quoted for in this Charter Aircraft Suppliers Agreementcannot be cancelled by the Supplier.
B. In case of any cancellation, once the price is quoted the Corporation is entitled to cancel the agreement with the Supplier.
C. The Supplier may not delay any charter flight under this Charter Aircraft Suppliers Agreement. D. This Charter Aircraft Suppliers Agreement may be terminated and cancelled forthwith by the
Corporation by notice to the Supplier without any compensation;
i. If the Supplier commits any breach of this Charter Aircraft Suppliers Agreement. ii. If the Supplier goes bankrupt (or goes into liquidation) or commits an act of bankruptcy
or enters into an agreement with his creditors.
iii. If the Supplier cancels more than two flights in a series of flights, the Corporation is entitled to cancel the remaining flights in this series without being liable to pay any cancellation fee or compensation whatsoever, provided that the Corporation makes use of this right of cancellation within eight days after receipt of the Supplier notice of cancellation of any third or more flights.
E. Any notice of cancellation is to be submitted to the other party in writing.
5. Force Majeure
A. The Supplier and Corporation may cancel or delay charter flight(s) under this Charter Aircraft Suppliers Agreementwithout being liable to pay any cancellation fee or compensation whatsoever in the event that the charter flight(s) cannot be performed or completed due to any cause beyond the control of the parties, including - but not limited to - strikes, lock-out, civil commotion, war or warlike operations or imminence thereof, riots, civil war, blockade, embargo, act or omissions of governmental authorities including all Civil Aviation Authorities, acts of God, fire, flood, fog, frost ice, storms, epidemics, quarantine, hijacking, requisition of aircraft by Public Authorities, breakdown or accident to aircraft, or if the safety of passengers and / or property is deemed by the aircraft commander or the Supplier's operational supervisors to be in jeopardy.
B. In case of such cancellations the Corporation shall be under no obligation or liability to the Supplier beyond refund of the agreed charter price for such cancelled flight(s), or in case of cancellation of part of a charter flight such part of the charter price relating to the cancelled part of the flight provided that the charter price has been recorded by the Corporation.
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6. Utilization of the Aircraft
A. The Supplier is not entitled to assign his rights or sublet under this Charter Aircraft Suppliers Agreement, partly or in full, without the express permission of the Corporation in writing. Similarly, the Supplier will not deal directly with any group or organization arranged by the Corporation for the said charter flights or any future potential charter flights arranged by Corporation.
B. Representatives of Corporation are authorized to accompany the charter and would be at the discretion of Corporation to send the representative or not, with no financial impact on Supplier/ Corporation.
7. Conditions of Carriage
A. The present Charter Aircraft Suppliers Agreement shall be subject to the provisions of the Warsaw Convention dated October 12, 1929, as amended by the Hague Protocol dated September 28, 1955, as incorporated in the laws of Pakistan.
B. The Corporation is not liable for loss or damage resulting from the inherent defect, quality or vice of the cargo carried.
C. Unless otherwise expressly agreed in this Charter Aircraft Suppliers Agreement the Corporation, its employees and agents who take part in the execution of this Charter Aircraft Suppliers Agreement shall never be subject to any other and/or higher liability than provided for in the Warsaw Convention dated October 12, 1929, or that convention as amended by the Hague Protocol of 1955 and that provided for in the Guadalajara Convention dated September 18, 1961.
D. The Supplier shall indemnify the Corporation, its employees and agents against all claims, expenses and costs, including legal costs, in respect of any liability to third parties for any damage whatsoever arising out of any act or omission on the part of the Corporation, passengers and shippers, resulting in liability of the Corporation, its employees or agents.
8. Acceptance of Load
A. The Corporation shall ensure that each passenger is in normal health, capable of undertaking the flight contemplated and that passengers are in possession of all documents etc. enabling them to comply with all formalities, regulations etc. whatsoever and wheresoever both in respect of themselves and their baggage, and the Corporation is responsible for all reasonable dues and charges in this connection related to that flight.
B. The Corporation ensures that the passenger's baggage does not contain anything of a hazardous nature or of a nature prohibited by any country or state involved. However, if the group of passengers is carrying any arms and ammunition by them, it shall be subject to permission by the respective Organization / Authorities.
C. If the Corporation is fined or has to meet expenses etc. due to non compliance on the part of the Supplier, passengers or shippers with all formalities or regulations etc. under which the air transportation is performed, the Supplier shall indemnify the Corporation for all such fines, expenses etc. and additional costs.
9. Demurrage
A. The Corporation shall present passengers and/or cargo at the airport of departure in all respects ready to commence embarkation formalities not later than three hours before the scheduled time of departure of charter flight, if not otherwise agreed.
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10. Competency of Staff
The Supplier's employees are to follow instructions from Supplier only.
11. Diversions
A. The Supplier may at the reasonable discretion of the aircraft commander or the Supplier's operational supervisors divert, postpone or delay any charter flight. The Supplier assumes no obligations to operate over any particular route or routes, and the Supplier is hereby authorized within reasonable limits to select the routes to be flown over or deviate there from notwithstanding that the same may be specified in this Charter Aircraft Suppliers Agreement. The overflying permissions shall be obtained by the Supplier without any obligation on the part of Corporation.
B. If the Supplier is unable to perform or complete any flight, journey or service contemplated hereby, the Supplier shall be under obligation or liability to the Corporation and the Supplier shall, however, use his best endeavors to find alternative or equivalent transportation for the remainder of the journey, the Supplier being allowed a reasonable time to complete the journey with the original aircraft, however, lay-over expenses, i.e. expenses for hotel accommodation and/or meals and/or ground transportation for passengers or cargo, warehouse dues, rent etc. arising en route as a result of the cancellation or delay of a charter flight, passengers or shippers, shall be absorbed by the Supplier.
C. The Corporation takes no responsibility whatsoever for any costs arising after the arrival, scheduled or delayed, at the destination.
12. Insurance
The Supplier shall at its sole costs and expense maintains or, causes to have maintained in full force and effect aircraft passenger, baggage and cargo damage. The Liability insurance covering the aggregate liability assumed by the Supplier shall be according to Article 8 above.
13. Termination
A. Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof;
B. This agreement can be terminated by either party at any time without assigning any reason whatsoever by serving thirty days notice to the other side by registered mail;
14. Severability
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any law or regulation, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
15. Amendments and Supplements
Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.
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16. Governing Laws and Resolution of Disputes
A. The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of Pakistan; B. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach
termination or invalidity thereof, shall be settled by arbitration accordance with the Arbitration Act of 1940; and the courts at Karachi shall have exclusive jurisdiction; For the purpose of such arbitration, there shall be a board of arbitration (the “Board of Arbitration”) consisting of three arbitrators, each party shall select one (1) member and the third member shall be selected by mutual agreement, and/or if fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by referring it appointment through a civil court.
C. Upon occurrence made to it for such purpose. The place of arbitration shall be in Karachi at PIAC head office. Any such arbitration shall be administered by parties appointed arbitrators in accordance with Procedures for Arbitration in force at the date of this Agreement. The decision by the Board of Arbitration shall be final and binding on the parties.
D. Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
17. Indemnification
Both the parties shall indemnify and hold harmless each other from any loss, injury, obligation or expenses caused by any lawsuit, claims or other demands against the Parties, except where such loss, injury, obligation or expenses arise from the gross negligence or willful misconduct of either party.
18. Notices
A. All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by e-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
i. Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified in such notice.
ii. Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission as evidenced by an automatically generated confirmation of such transmission.
B. For the purpose of giving notices, the contact details of the Parties are as follows:
Corporation: Pakistan International Airlines Corporation
Address: _________________________ Attention: _________________________ Phone: _________________________ Facsimile: _________________________ Email: _________________________
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Supplier: _____________________________________
Address: _________________________ Attention: _________________________ Phone: _________________________ Facsimile: _________________________ Email: _________________________
C. Any party may at any time change its contact details for notices by a notice delivered to the other party in accordance with the terms hereof..
19. Counterparts
Parties hereto shall execute two originals, one for each Party, and each original shall have equal legal validity.
20. Integrity Pact
(Name of Charter Aircraft Supplier for Charter Business) hereby declares its intention not to obtain the procurement of any Contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative sub-division or agency thereof or any other entity owned or controlled by it (GOP) through any corrupt business practice.
Without limiting the generality of the forgoing, the (Name of Charter Aircraft Suppliers) represents and warrants that it has fully declared the brokerage, commission, fees etc., paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder sponsor or subsidiary, any commission, gratification, bribe, finder’s fee or kickback whether described as consultation fee or otherwise, with the object of obtaining or including the procurement of a contract, right, interest, privilege or other obligation or benefit in whatsoever form from Government of Pakistan, except that which has been expressly declared pursuant hereto.
(Name of Charter Aircraft Suppliers) certifies that it has made and will make full disclosure of all agreements and arrangements with all persons in respect of or related to the transaction with Government of Pakistan and has not taken any action or will not take any action to circumvent the above declaration, representation or warranty.
(Name of Charter Aircraft Supplier) accepts full responsibility and strict liability for making any false declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that any contract, right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall without prejudice to any other right and remedies available to Government of Pakistan under any law, contract or other instrument, be void-able at the option of Government of Pakistan. Notwithstanding any rights and remedies exercised by Government of Pakistan in this regard, (Name of Charter Aircraft Supplier) agrees to indemnify Government of Pakistan for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to Government of Pakistan in any amount equivalent to ten time the sum of any commission, gratification, brief, finder’s fee or kickback given by (Name of Charter Aircraft Suppliers) as aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever from Government of Pakistan.
________________________
Signature of the of Charter Aircraft Supplier (Name, Title and Address)
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21. Condition Precedents
Lessor shall follow all concerned Civil Aviation * Regulations to perform the Charter flight under this agreement.
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Agreement as of the date first above written.
Name ____________________ Name ____________________
Signature ____________________ Signature ____________________
Title ____________________ Title ____________________
Witness ____________________ Witness ____________________
