ARTICLE 1. CHARTER
Executive Sky shall charter and Customer shall take the Aircraft on charter in accordance with the terms and conditions herein contained. The signed Aircraft Charter Booking Confirmation is considered as a Charter agreement between Executive Sky and Customer.
ARTICLE 2. AIRCRAFT AND CREW
Executive Sky shall provide the Aircraft for Customer’s use, properly equipped, manned and fuelled. The crew, who shall be Executive Sky’s employees, servants or agents, shall, except as otherwise provided herein, perform the Flight Schedule specified in the Aircraft Charter Booking Confirmation signed by the customer.
ARTICLE 3. EXECUTIVE SKY’S DISCRETION
Save as provided in Article 9 hereof, if the Aircraft shall for any reason whatsoever (whether before or after commencement of the Flight Schedule) become incapable of undertaking or continuing the Flight Schedule (or any portion thereof), Executive Sky may, at its discretion, substitute therefore an aircraft of the same or another type and the provisions of the Aircraft Charter Booking Confirmation (except for the charter price for the substitute aircraft which shall be agreed on a case by case basis) shall apply mutatis mutandis to the substitute aircraft. If Executive Sky does not elect to provide a substitute aircraft, it shall notify Customer as soon as possible and shall be relieved of its obligation to provide any aircraft for the all or part of the Flight Schedule which can no longer be performed. Executive Sky shall be under no liability to Customer other than to refund to Customer such part of the Charter Price which relates to the part of the Flight Schedule that could not be performed, provided always that such non-performance is not attributable to a fault by Customer.
ARTICLE 4. CAPTAIN’S DISCRETION
The Captain of the Aircraft (the “Captain”) shall have absolute discretion to decide what load, including the number of passengers, may safely be carried in the Aircraft on any particular flight and how such load shall be distributed, whether and when a flight may be safely undertaken and when and where the Aircraft shall be landed. All such decisions of the Captain shall be final and binding on Customer. Executive Sky shall not be liable to Customer for any loss, damage, costs or claims of whatsoever nature and howsoever arising as a result of any decision by the Captain.
ARTICLE 5. ADDITIONAL CHARGES
The Flight Schedule has been prepared to take account of relevant statutory and other official flight time limitation requirements. Executive Sky reserves the right to require the payment by Customer of additional charges if, for reasons beyond Executive Sky’s control, it is necessary to provide additional crew or position replacement crew to continue the Flight Schedule. Executive Sky shall have no liability or responsibility to Customer or to any other party for any delay to passengers, baggage or cargo so occasioned.
ARTICLE 6. LOADING AND PACKING
The amount and weight of accompanied baggage shall be at Executive Sky’s discretion. The following or like articles, namely Dangerous Goods(as defined by international regulations), firearms, explosives, combustible materials and live animals may be carried only with Executive Sky’s prior knowledge and written consent which may, in its absolute discretion, be withheld. Executive Sky may, without being obliged to do so, inspect and examine any baggage or cargo belonging to any passenger, whether accompanied or not. Furthermore, and without prejudice to the foregoing, the Executive Sky may refuse to carry any baggage considered by the Captain or by any other responsible employee servant or agent of Executive Sky to be unsuitable for carriage by air whether due to its nature or to any applicable laws or regulations of any country to, from or over which the Aircraft may be flown.
ARTICLE 7. CHARTER PRICE
Customer shall pay to Executive Sky the Charter Price specified in the Agreement in the manner therein provided and shall be responsible for, and pay Executive Sky on demand, any additional costs incurred. For purposes of this Article, time shall be of the essence of the Agreement and the non-payment of any due amount shall entitle Executive Sky to suspend or cancel the Flight Schedule (or any portion thereof) without warning or liability and without prejudice to Executive Sky’s right to claim from Customer any monies remaining unpaid.
ARTICLE 8. EXECUTIVE SKY’S PROTECTION AGAINST INCREASED COST
The Charter Price is based on Executive Sky’s costs, charges and expenses at the date of the flight. In the event of any increase of such costs, charges and/or expenses of whatsoever nature and howsoever arising between the date hereof and the completion of the Flight Schedule, the Parties agree that Executive Sky shall be entitled to increase the Charter Price by a sum equal to any cost-increase incurred for completing the Flight Schedule. Any amounts payable by Customer shall be paid by Customer to Executive Sky’s Bank Account no later than seven (7) days as of receipt of the corresponding notification.
ARTICLE 9. NON PERFORMANCE OR DELAY
9.1 In the event of non-performance or delay caused by any circumstances whatsoever beyond the reasonable control of Executive Sky including, but not limited to, the actions of third parties, labour difficulties, Force Majeure (including but not limited to inclement weather ) or technical breakdown or accident to the Aircraft or any part thereof or any machinery to be used in relation to the Aircraft, Executive Sky shall, subject to the terms of Article3hereof, use its reasonable endeavours to perform or continue the Flight Schedule but otherwise shall have no liability to Customer or any passengers for such non-performance or delay.
9.2 Notwithstanding Article 9.1, Customer shall be liable to pay Executive Sky such portion of the Charter Price as shall be proportionate to that part of the Flight Schedule which has been performed, together with all passengers’ expenses and any additional charges due by Customer.
ARTICLE 10. ADDITIONAL FLIGHTS
If Customer requests the use of the Aircraft for any flight(s)other than as specified in the Flight Schedule, then, without prejudice to Executive Sky’s absolute right to refuse such request, Customer shall, on demand, pay to Executive Sky in respect of such flight(s), such sum(s) as Executive Sky shall notify to Customer, together with all fees and charges incurred, arising from, or in connection with Executive Sky’s performance of each additional flight including, without limitation, any landing fees, hangar fees, parking fees, navigation fees, ground service and handling fees, customs duties and fees, airport surcharges, accommodation, meals and refreshment charges for passengers and crew and all other costs associated thereto.
ARTICLE 11. DIVERSIONS
If, for reasons of safety or security or other operational reasons not attributable to Customer or any passengers, the Aircraft is diverted from any scheduled destination specified in the Flight Schedule, Executive Sky shall use its reasonable endeavours to procure, as soon as reasonably practicable after arrival at such alternate destination, that the Aircraft is flown to its scheduled destination. Executive Sky shall have no liability or responsibility to Customer or any other party in case of delay to passengers, baggage or cargo so occasioned or in case Executive Sky deems that the remaining of the Flight Schedule cannot be performed. In all events, if Executive Sky elects to perform the remaining of the Flight Schedule, Customer shall be liable to pay any additional costs and expenses that may be incurred for continuing the Flight Schedule.
ARTICLE 12. TERMINATION BY EITHER PARTY
Subject to Article 13 and Article 14 hereof, either Party may terminate the Agreement, by giving written notice to the other Party :
12.1 at any time before the time specified for the commencement of the first journey set out in the Flight Schedule; or
12.2 at any time if the other party commits any breach of the Agreement or commits an act of bankruptcy or becomes insolvent or enters into any arrangement or composition with its creditors or, being an individual, dies or, being a partnership, is dissolved or being a corporation, passes a resolution or has a petition presented for winding up (otherwise than for the purpose of merger or reconstruction only).
ARTICLE 13. TERMINATION BY EXECUTIVE SKY
If the Agreement is terminated by Executive Sky:
13.1 pursuant to Article 12.1 hereof, then Customer shall not be liable to pay the Charter Price and Executive Sky shall repay to Customer the Charter Price (or any portion thereof ) after deduction of any charges incurred by Executive Sky (including but not limited to Crew positioning costs), but Executive Sky shall be under no further obligation or liability to Customer by reason of such termination; or
13.2 pursuant to Article 12.2 hereof, then Customer shall be liable to pay the appropriate cancellation charges referred to cancellation rates and conditions mentioned in the Aircraft Charter Booking Confirmation. In addition to the above, any termination by Executive Sky pursuant to this Article shall be without prejudice to Executive Sky’s rights under the Agreement and, in particular, without prejudice to its rights under Article18 hereof .
ARTICLE 14. TERMINATION BY CUSTOMER
If the Agreement is terminated by Customer:
14.1 pursuant to Article 12.1 hereof, then Customer shall be liable to pay to Executive Sky the appropriate cancellation charges referred to cancellation rates and conditions mentioned in the Aircraft Charter Booking Confirmation.
14.2 pursuant to Article 12.2 hereof, then Customer shall pay to Executive Sky only such portion of the Charter Price as shall be proportionate to that part of the Flight Schedule which has been performed, together with any additional charges and expenses payable by Customer pursuant thereto. Executive Sky shall be under no further obligation or liability to Customer by reason of such termination.
ARTICLE 15. DOCUMENTS/INFORMATION AND DELIVERY BY CUSTOMER
When requested by Executive Sky, Customer shall without delay give to Executive Sky all information and assistance required to complete any documents related to the carriage, as shall be requested by Executive Sky in its absolute discretion. Customer represents and warrants that all passengers will hold all necessary passports, visas, health and other certificates necessary to secure transit through any intermediate points and entry into the country(ies) of destination of the flight(s).In the event that any immigration authorities refuse entry to any passenger(s) and Executive Sky is required to transport such passenger(s) to the point of origin of the flight or to any other point, then the cost of so doing shall be payable in full by Customer to Executive Sky immediately upon demand.
Customer states & confirms that all delivered information and/or documentation related to the passengers who are travelling onboard of the Aircraft are true and correct. The customer is held legally responsible for any forged documents and/or incorrect information.
ARTICLE 16. TRAFFIC LAWS AND REGULATIONS
16.1 The Aircraft shall be used only in compliance with the laws and regulations of the relevant authorities of Lebanon or any other country to, from or over which the Aircraft is flown. Executive Sky shall apply for and use its reasonable endeavors to procure the grant of any licenses or permits required for the performance of the Flight Schedule. If charges beyond the customary rates are required for the performance of the Flight Schedule or any part thereof, Executive Sky shall inform Customer of such charges and Customer shall be required to pay the same without delay.
16.2 Customer shall comply and shall cause all passengers to comply with the terms of this Agreement and with any traffic regulations, customs, police, public health and other laws and regulations which are applicable to this Agreement or to the performance of obligations thereunder.
ARTICLE 17. LIABILITY
17.1 Where Executive Sky is the Marketing and Sales Agent of the chartered flight, its liability to the Client and to all passengers for death, personal injury, delay, loss of or damage or delay to baggage (including, without limitation, personal effects) occurring either on or during embarkation, disembarkation or inflight from any flight shown on the Aircraft Charter Booking Confirmation is limited to the insurance policy of the Aircraft’s operator.
17.2 Executive Sky is not held responsible for any liabilities raised by or related to passengers on its Aircraft towards any authorities or third party (e.g.: validity of passports, violation of immigration rules, violation of laws, criminal records, damage to airport equipment and /or handling equipment, etc… and customer accept and agrees to be held fully responsible for all Legal and Financial results.
ARTICLE 18. INDEMNITY AND DEMURRAGE
Customer shall indemnify (on a full indemnity basis) Executive Sky against all claims, costs and expenses (including legal fees and costs) in respect of any:
18.1 liability of Executive Sky to third parties (including but not limited to passengers, consignors and consignees) for any loss or damage of whatsoever nature arising out of the negligence, willful misconduct or any act or omission of Customer, its servants or agents or any passenger carried by authority of Customer; and
18.2 loss or damage of whatsoever nature suffered by Executive Sky, its employees, servant or agents, or to any equipment (including the Aircraft) of Executive Sky, its employees, servants or agents arising out of the negligence, willful misconduct or any act or omission of Customer, its servants or agents or any passenger carried by authority of Customer, whether in tort or constituting a breach of the Agreement.
18.3 If the Aircraft is grounded or prohibited to fly from an airport by any authorities/agencies or other empowered entity as a result of any acts or omissions of the Customer and/or his passengers, the Customer agrees to pay additional daily fees of USD 35,000 {Thirty Five Thousand US Dollars} plus any expenses and fees occurred from grounding the Aircraft.
18.4 If the a member or more members of the Aircraft’s crew is prohibited leave or to fly from an airport by any authorities/agencies or other empowered entity as a result of any acts or omissions of the Customer and/or his passengers, the Customer agrees to pay additional daily fees of USD 5,000 {Five Thousand US Dollars} crew member plus any expenses and fees occur from this action.
ARTICLE 19. ASSIGNMENT
Customer shall not be entitled to assign the benefit of the Agreement or any part thereof to any other person without the prior written consent of Executive Sky.
ARTICLE 20. NOTICES
Any notice required to be given hereunder shall be given by sending the same by email, facsimile, prepaid post or by hand delivery to the address of the addressee shown in the Agreement or to such other address as either Party may notify to the other for this purpose. If sent by facsimile, notice shall be deemed to have been given at the time of dispatch and if sent by post, notice shall be deemed to have been given on the day on which it is effectively received.
ARTICLE 21. AMENDMENTS AND WAIVER
Any amendments to Agreement will only be enforceable binding if made in writing and signed by the Parties. Customer cannot rely on any verbal undertaking or correspondence from, or given in the name of, Executive Sky which is different from, or additional to, the terms and conditions of the Agreement. The rights of either Party shall not be prejudiced or restricted by any indulgence or forbearance granted by it and no waiver of any breach shall operate as a waiver of any other or further breach.
ARTICLE 22. APPLICABLE LAW AND DISPUTE RESOLUTION
The Agreement shall be construed in accordance with the laws of Lebanon.
Any dispute arising out of or in connection with the Agreement shall be finally settled by the courts of Beirut.
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