1 Information about us
1.1 We are Farnborough Airport Limited a company registered in England & Wales with registration number 03454447 and whose registered office is at Business Aviation Centre, Farnborough Airport, Farnborough, Hampshire, GU14 6XA.
1.2 This document sets out the legal terms and conditions (the Terms) that will apply to any contract between:
1.2.1 Farnborough Airport Limited and/or Farnborough Airport Limited's Associates (both, as defined below);
1.2.2 the Customer (as defined below); and
1.2.3 if applicable, the Handling Agent (as defined below) as agent for the Customer, for the supply of Services (as defined below) to the Customer (the Contract)
2 The Contract Process
Farnborough Airport Limited will confirm its acceptance of a Customer's order by sending the Customer and if applicable, the Handling Agent, an e-mail confirmation that confirms the provision of Services to the Customer in a form or manner materially similar to that appended to these Terms (the Service Confirmation) together with a link to or attaching a copy of these Terms. If you continue to instruct us after receiving the Service Confirmation then a Contract between Farnborough Airport Limited, the Customer and if applicable, the Handling Agent will be formed and you will be deemed to have accepted these Terms.
3.1 Farnborough Airport Limited shall provide the Services to the Customer subject to theseTerms.
3.2 Unless agreed in writing with the Customer or if applicable, the Handling Agent, time shallnot be of the essence for the provision of any Service by Farnborough Airport Limited.
3.3 Any request made to Farnborough Airport Limited to provide Services shall be made by the Customer or by a Handling Agent on behalf of a Customer. Any person requesting Services that is not the Customer shall automatically and without further enquiry be deemed to be a Handling Agent.
3.4 Each Handling Agent represents and warrants to Farnborough Airport Limited that it is aduly authorised agent of the Customer and is entitled to bind that Customer in respect of allmatters relating to the supply of the Services to the Customer by Farnborough Airport Limited. The Handling Agent acknowledges and accepts that any supply of Services madeby or on behalf of Farnborough Airport Limited which is made without the imposition of VAT is made in reliance upon this representation and warranty and agrees that, in the event that the Handling Agent is in breach of this provision it will indemnify Farnborough Airport Limited in respect of any direct losses costs and expenses incurred as a consequence of such breach, and will forthwith pay to Farnborough Airport Limited the full amount of any applicable VAT and any penalties associated therewith.
4 Charges and payment
4.1 The Customer or if applicable, the Handling Agent, as agent of the Customer shall pay the appropriate Charges in consideration of the provision of Services.
4.2 All Charges are due and payable upon demand and in any event (whether a demand has been made or not) before the Aircraft departs from Farnborough Airport Limited's control unless otherwise agreed in advance and in writing.
4.3 All Charges are exclusive of VAT. If VAT is chargeable in respect of all or any of the amounts paid to Farnborough Airport Limited under the Contract, the Customer or if applicable, the Handling Agent, as agent of the Customer shall, upon receipt of a valid VAT invoice, pay to Farnborough Airport Limited such VAT at the rate for the time being and from time to time properly chargeable, in respect of the relevant supply of goods or Services by Farnborough Airport Limited. Reference to VAT includes reference to any other applicable taxes or levy.
4.4 If any Charge shall not be paid when due, Farnborough Airport Limited may (without prejudice to any other right or remedy):
4.4.1 charge interest thereon calculated daily from the date upon which the Charge first became due until the date of actual payment at the equivalent of the base rate of Lloyds Bank PLC plus 4%; or
4.4.2 not provide any further Services or part of the Services.
4.5 Farnborough Airport Limited may require the payment of a deposit (of such amount as Farnborough Airport Limited may consider appropriate in its absolute discretion) to be paid by the Customer or if applicable, the Handling Agent, as agent of the Customer in respect of any Charges prior to Farnborough Airport Limited providing or agreeing to provide anyService.
4.6 The method of payment shall be agreed between Farnborough Airport Limited and Customer or if applicable, the Handling Agent.
4.7 All Charges are payable by the Customer or if applicable, the Handling Agent, as agent of the Customer without any right of set off, not withstanding any claim (howsoever founded) the Customer or if applicable, the Handling Agent, may have against Farnborough AirportLimited.
4.8 Farnborough Airport Limited may set off any outstanding Charges against any deposit received from the Customer or if applicable, the Handling Agent (whether or not paid inrespect of the charges concerned).
4.9 Farnborough Airport Limited will charge the Customer's or if applicable, the Handling Agent's credit or debit card for all outstanding Charges.
5 The Customer's obligations
5.1 The Customer and if applicable, the Handling Agent, shall obtain and at all times comply with and maintain all necessary permits, licences and authorisations required for the Customer to enter into the Contract and receive the Services;
5.1.2 co-operate with and provide all reasonable assistance to Farnborough Airport Limited in all matters relating to the Services;
5.1.3 instruct their staff and agents to co-operate with and assist Farnborough Airport Limited;
5.1.4 provide to Farnborough Airport Limited such information and documentation as Farnborough Airport Limited reasonably requires;
5.1.5 acknowledge that Ground Service Equipment is to be solely operated by Farnborough Airport staff;
5.1.6 perform due diligence on aircraft ownership for all parking and hangar contracted aircraft. A statement from the operator confirming that Ultimate Beneficial Owneror any passenger on the aircraft is not part of any UK sanctions is required, and;
5.1.7 perform due diligence on any passenger passing through Farnborough Airport, to ensure that they are not listed or part of any UK sanctions.
5.2 Farnborough Airport Limited may charge the Customer or if applicable, the Handling Agent, as agent of the Customer for any additional costs and expenses incurred by Farnborough Airport Limited and caused by changes in the Customer's or if applicable, the Handling Agent's instructions, failure to provide instructions, or failure to comply with clause 5.1.
5.3 It is the Customer's responsibility to ensure that SAF is suitable for its aircraft and Farnborough Airport accepts no liability for any issues arising from SAF not being suitable for the Customer’s intended use.
5.4 The Customer shall indemnify Farnborough Airport Limited against all losses (including any consequential loss or damage), damages, claims, costs, demands, acts or omissions whatsoever arising out of the breach of any Environmental Laws by the User including butnot limited to pollution resulting from spillages, venting or loss of control of any oil, fuel orother liquids or gases and any other Environmental Loss. Such indemnity shall include thecost and expense arising from or relating to cleaning or making safe any spillages of waste, dangerous substances, or other materials (including aviation fuels) whether arising from orrelating to acts or omissions of the Customer or third parties acting on its behalf.
6.1 Farnborough Airport Limited shall have a continual lien both particular and general for any Charges (including any interest payable thereon) of whatsoever nature and whensoever incurred which shall be or become due and payable to Farnborough Airport Limited upon either:
6.1.1 any aircraft (including its parts and accessories) in respect of which the Chargeswere incurred (whether or not incurred by the person who is the operator or owner at the time when the lien is exercised); or in the case of Charges incurred by the Customer or if applicable, the Handling Agent, any aircraft (including its parts and accessories) operated or owned by Customer at the time when the lien is exercised whether or not the Charges were incurred in respect of the aircraft, parts or accessories concerned.
6.2 The said lien shall not be lost by reason of any aircraft part or accessory departing from Farnborough Airport Limited's control but shall continue and be exercisable at any time when the aircraft, part or accessory concerned returns to Farnborough Airport Limited's control orland so long as any Charges (including interest) remain unpaid.
6.3 Should the payment of any such Charges or interest not be made to Farnborough Airport Limited within 14 days after a letter demanding payment has been sent by post addressed to the registered owner of the aircraft at any place where he carries on business, then, in addition to any rights which Farnborough Airport Limited might have at law, Farnborough Airport Limited may from time to time and in such manner as it thinks fit in its absolute discretion sell the aircraft and any of its parts or accessories in order to satisfy any such lien.
7.1 Notwithstanding clause
7.2, Farnborough Airport Limited may terminate the Contract immediately by written notice to the Customer or if applicable, the Handling Agent, if the Customer or if applicable, the Handling Agent, does not pay the deposit by the date specified in the Service Confirmation or elsewhere.
7.2 Without prejudice to its other rights or remedies Farnborough Airport Limited may terminate the Contract by written notice to the Customer or if applicable, the Handling Agent, if:
7.2.1 the Customer or if applicable, the Handling Agent, commits a material breach of its obligations under the Contract and (where the breach is capable of being remedied) that breach has not been remedied within 10 (ten) Business Days following receipt of written notice giving particulars of the breach and requiring itto be remedied; or
7.2.2 the circumstances set out in clause 11 apply.
7.3 Termination or expiry of Contract shall not affect any rights or obligations which may have accrued prior to termination or expiry. The obligations of each party set out in any clause intended to survive such termination or expiry, including this
7.3 and clauses 6 (Lien), 8 (Liability), 9 (Dispute Resolution) and 16 (Governing law and jurisdiction) shall continue infull force and effect notwithstanding termination or expiry of the Contract.
8.1 Subject to clause
8.3 but otherwise notwithstanding any other provision of these Terms, neither party shall be liable to the other party or to any third party, whether in contract (including under any indemnity or warranty), in tort (including negligence) under any statute or otherwise for or in respect of any indirect or consequential loss.
8.2 Subject to clause
8.3 and to the maximum extent permitted by law, Farnborough Airport Limited's aggregate liability, whether in contract (including under any indemnity or warranty), in tort (including negligence) under any statute or otherwise under or in connection with these Terms or the provision of the Services shall be limited to a maximum sum of £50million.
8.3 The limits on liability set out in these Terms including in this clause 8 shall not apply inrespect of:
8.3.1 any liability for death or personal injury resulting from a party's negligence;
8.3.2 any liability for fraud or fraudulent misrepresentation by a party;
8.3.3 any other liability to the extent which it cannot be lawfully excluded.
8.4 The Customer shall indemnify Farnborough Airport Limited against any claims, liabilities, cost and expenses in connection with Customer's operation of the Aircraft or the arrestdetention, confiscation, forfeiture or seizure of the Aircraft other than by Farnborough AirportLimited.
8.5 The Customer shall indemnify Farnborough Airport Limited against all losses (including any consequential loss or damage), damages, claims, costs, demands, acts or omissions whatsoever arising out of the breach of any Environmental Laws by the Customer including but not limited to pollution resulting from spillages, venting or loss of control of any oil, fuel or other liquids or gases and any other Environmental Loss. Such indemnity shall include the cost and expense arising from or relating to cleaning or making safe any spillages of waste, dangerous substances, or other materials (including aviation fuels) whether arising from or relating to acts or omissions of the Customer or third parties acting on its behalf.
9 Dispute Resolution
9.1 The parties shall resolve any dispute in relation to any aspect of, or failure to agree anymatter arising in relation to, the Contract or any document agreed or contemplated as being agreed pursuant to the Contract (a Dispute) by first attempting to resolve such Dispute informally through discussion by the Customer's Representative and Farnborough Airport Limited's Representative, who shall meet with a view to resolving the Dispute.
9.2 If the individuals specified in clause
9.1 cannot resolve the Dispute completely within five Business Days of the Dispute being referred to them then the Dispute shall promptly bereferred by either party to the Chief Operating Officer of the Customer and the Director of Airport Operations of Farnborough Airport Limited who shall meet with a view to resolving the Dispute.
9.3 If, within ten Business Days of the Dispute having been referred to the individuals specifiedin clause 9.2 no agreement has been reached, the dispute resolution process shall hedeemed to have been exhausted in respect of the Dispute, and each party shall be free topursue the rights granted to it by the Contract in respect of such Dispute without further reference to the dispute resolution process.
9.4 The provisions of this clause 9 shall apply without prejudice to Farnborough Airport Limited'stermination rights under clause 7.
10.1 Customer shall be responsible at its own cost for insuring the Aircraft against all risks customarilyinsurable in respect of loss of or damage to such an aircraft, its engines, components and any spare parts, whether or not belonging to Customer, whilst such property shall be upon Farnborough Airport Limited's premises; and
10.1.2 have in effect and maintain liability insurance in respect of the Aircraft for acombined single limit in an amount of not less than £25 million (or equivalent) including aircraft third party legal liability insurance, passenger, baggage, cargo and general third party legal liability insurance.
10.2 The Customer shall maintain the insurance cover with a reputable insurer.
10.3 The Customer shall produce evidence to Farnborough Airport Limited on reasonable request of the insurance policies set out in this clause 10 and payment of all premiums dueon each policy.
10.4 The Customer warrants that nothing has or will be done or be omitted to be done which mayresult in any of the insurance policies set out in this clause 10 being or becoming void, voidable or unenforceable.
11 Force majeure
Farnborough Airport Limited shall be exempt from any liability for any failure to perform its obligations in respect of the Services resulting from force majeure or any other cause outside of Farnborough Airport Limited's control including (but without limitation to) war, invasion, military force, revolution, insurrection, terrorism, fire, storms and acts of God, any delay in supply of materials, parts, tools or equipment beyond its control, labour disputes (including strikes and lock outs) whether threatened or actual and whether involving employees of Farnborough Airport Limited or others upon whom Farnborough Airport Limited may depend to fulfil its obligations and any statute, order or regulation issued by any government or local authority affecting Farnborough Airport Limited or any condition, bye-law, restriction orprocedure imposed by the United Kingdom Ministry of Defence in respect of Farnborough Aerodrome. If such circumstances continue for a continuous period of more than six days,Farnborough Airport Limited may terminate the Contract by written notice to the Customer.
12 Further assurances
Each party shall from time to time execute such documents and perform such acts and things as may reasonably be required to give full effect to the provisions of the Contract and the transactions contemplated by it.
13.1 If any provision set out in these Terms is invalid or unenforceable under any law, the validity of the remainder of the Terms shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make it consistent with applicable law.
13.2 The modified provision shall be enforceable and enforced, provided it does not impose on any party obligations or benefits that are materially greater than those provided under the original provision.
14 Third Party Rights
Other than Farnborough Airport Limited's Group and Farnborough Airport Limited's Associates, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Farnborough Airport Limited's rights and remedies shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by Farnborough Airport Limited or by anything whatsoever except a specific waiver or releasein writing Farnborough Airport Limited and any such waiver or release shall not prejudice oraffect any other rights or remedies of Farnborough Airport Limited. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.
16 Governing law and Jurisdiction
16.1 The Contract and any dispute or claim arising out of or in connection with the Contract or itssubject matter or formation (including non-contractual disputes or claims) shall be governedby and construed in accordance with the law of England and Wales.
16.2 Each party irrevocably agrees, for the sole benefit of Farnborough Airport Limited that the courts of England and Wales shall have jurisdiction over any dispute or claim arising out ofor in connection with the Contract or its subject matter or formation (including noncontractual disputes or claims), provided that:
16.2.1 nothing in this clause shall limit the right of Farnborough Airport Limited to take proceedings against the Customer or if applicable, the Handling Agent, in any other court of competent jurisdiction, nor shall the taking of proceedings in anyone or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction; and
16.2.2 that any proceedings relating to any dispute or claim, arising out of or inconnection with the Contract or its subject matter or formation (including noncontractual disputes or claims) instituted against Farnborough Airport Limited bythe Customer or if applicable, the Handling Agent, shall be brought in the courts of England and Wales only.
In these Terms, each of the following words shall have the following meanings:
Aircraft means the aircraft identified in the Service Confirmation.
Associate means any person, firm or company which is an associated company of Farnborough Airport Limited's Group within the meaning of sections 449 and 450 CTA 2010.
Business Day means a day other than a Saturday, Sunday or public holiday in England.
Charges means Farnborough Airport Limited's charges (including handling charges) aspublished from time to time (whether or not scheduled to these conditions) or as may be otherwise set out in the Service Confirmation. All Charges are stated exclusive of any Value Added Tax which may be chargeable thereon or any other duty, tax or levy imposed by anygovernment or public authority.
Customer means the aircraft operator/owner identified in the Service Confirmation or if the identity of a specific Customer is unknown, the person on whose behalf the Handling Agentis acting and who owns or operates or controls the Aircraft as principal.
Customer Representative means such person as is notified in writing by the Customer to Farnborough Airport Limited from time to time.
Farnborough Airport Limited's Group means Farnborough Airport Limited, any subsidiary of Farnborough Airport Limited, any holding company of Farnborough Airport Limited and any subsidiary of any holding company of Farnborough Airport Limited, from time to time.Farnborough Airport Limited Representative means such person as is notified in writing by Farnborough Airport Limited to the Customer from time to time.
Goods means any goods supplied or to be supplied by Farnborough Airport Limited to the Customer at the request of the Customer or the Handling Agent on behalf of the Customer (whether or not included in the Service Confirmation).
Handling Agent means the person identified in the Service Confirmation or otherwise identified to Farnborough Airport Limited requesting the supply of Services and/or Goodsfrom Farnborough Airport Limited in respect of the Aircraft (if identified) and on behalf of a Customer.
SAF means Sustainable Aviation Fuel, fuel that was been through ASTM International’s D4054 Evaluation Process and has been determined by a third party to be equivalent (either neat or as a blend) to conventional jet fuel and has been added to the ASTM D7566 DropIn Fuel Specification.
Service means any services and/or goods (including but not limited to aircraft handling, towing, marshalling, parking, fuelling, de-icing, baggage and passenger handling) supplied or to be supplied by Farnborough Airport Limited to the Customer at Customer's request or the Handling Agent on behalf of the Customer (whether or not included in the Service Confirmation). Farnborough Airport Ltd reserves the right to supply services to the Customer, without the Customer’s consent, for operational reasons or in cases of emergency.