Terms and Conditions of Use of Gestavia Handling Services.
1.1 Customer hereby acknowledges and agrees that Customer's use of the Ground Handling Services, Hangarage Services and/or airport supply of provisions ("Handling Services") arranged by a Gestavia entity ("Gestavia") is governed by the following Terms and Conditions of Use of Gestavia Handling Services ("Terms").
1.2 "Customer" means the carrier company, aircraft operator, aircraft owner, aircraft representative, passengers, any third party engaged by the foregoing and/or any third party acting on their behalf, as the context requires.
Handling Service(s) requested by Customer shall be confirmed by Gestavia, via electronic mail or in writing. Handling Service(s) shall be provided by Gestavia subject to these Terms which shall constitute the agreement of the parties ("Agreement").
3.1 Prices exclude all taxes, duties and transaction specific governmental charges, and Customer shall pay, indemnify and hold harmless Gestavia with respect thereto, except for taxes imposed on Gestavia directly by the government measured on Gestavia's net income, capital or net worth.
3.2 Any payments due by the Customer to Gestavia are subject to VAT where applicable. The Customer pays this VAT in addition and at the same time as other payments due.
3.3 The Parties shall collaborate for compliance with tax laws and regulations, providing each other any certificate, document and assistance reasonably requested.
3.4 Gestavia requests payment for the Handling Services prior to departure from Customer, unless agreed otherwise.
3.5 The Customer cannot claim any interest for payments made in advance. Payments shall be due on the dates fixed even in the event of delivery postponement by the Customer.
3.6 If the Customer fails to effect payment(s) when due, Gestavia is entitled to charge interest from the due date at 1.5% per accumulating month of delay, up to a maximum of 15% per year, or the maximum allowable by law, whichever is higher.
3.7 Gestavia is entitled to a general and particular right of lien on any of Customer's goods in Gestavia's possession for all amounts due, and may recover all costs and expenses of exercising such lien including storage charges.
4.1 References to the Customer or Gestavia include their respective related bodies corporate and contractors and each of their directors, officers, employees, servants, agents and subcontractors. "Act or omission" includes negligence.
4.2 Except as stated in clause 4.5, the Customer shall not make any claim against Gestavia and shall indemnify Gestavia against legal liability for claims or suits in respect of: delay, injury or death of persons carried; injury or death of any employee of the Customer; damage, delay or loss of baggage, cargo or mail; damage to or loss of property owned or operated by the Customer; and any indirect, consequential or incidental loss or damage — unless done with intent to cause harm or recklessly with knowledge that harm would probably result.
Gestavia shall have no liability for loss of use, profits, business, opportunity, revenue, downtime costs, capital, goodwill, or any other financial or economic loss.
4.4 The Customer shall not make any claim against Gestavia for damage, death, delay, injury or loss to third parties caused by the operation of the Customer's aircraft, unless done with intent or recklessly with knowledge that harm would probably result.
4.5 Subject to applicable law, Gestavia shall not make any claim against the Customer for damage to or loss of property owned by Gestavia, unless done with intent or recklessly.
4.6 Gestavia shall indemnify the Customer against physical loss of or damage to the Customer's Aircraft caused by Gestavia's negligent operation of ground support equipment, limited to the deductible under the Customer's Hull All Risk Policy, not exceeding USD 1,500,000, and excluding incidents below USD 3,000.
4.7 The Customer consents that Gestavia may enforce its right of lien, pursuant to clause 3.7, to secure any claims against Customer.
4.8 On request, Gestavia may arrange Special Services (catering, taxi, hotel) acting only as agent on behalf of the Customer; Gestavia is not liable for damage or loss resulting from Special Services provided by third parties.
4.9 To the fullest extent permitted by law, the warranties and remedies set forth in this Agreement are exclusive and in substitution for all other warranties, obligations, liabilities, rights, claims and remedies, express or implied.
4.10 All limitations and exclusions of liability operate for the benefit of Gestavia and its related bodies corporate, subcontractors, employees, directors, officers, agents and contractors.
4.11 The Customer undertakes to take out insurance coverage for property and third-party liability coverage with a combined limit per EU regulation (EC) No. 785/2004, in any case at least USD 100,000,000 per occurrence, endorsing Gestavia and its affiliates as additional insured.
Neither Party may disclose information provided by the other Party, except as expressly authorized in writing, ordered by a competent court or government agency, or prescribed by applicable law. Customer personal data is collected, processed, stored and used in accordance with the Gestavia Privacy Notice.
No party shall be deemed in default to the extent that any delay or failure results from causes beyond its reasonable control and without its fault or negligence, such as acts of God, civil or military authority, embargoes, epidemics, pandemics, war, riots, fires, explosions, earthquakes, floods, severe weather, labour disputes or unavailability of parts. Time for performance shall be extended accordingly.
Customer acknowledges that goods, services, technical data and other information may be subject to Portugal control laws and regulations, and agrees to comply fully. Customer represents that the aircraft, owner/operator, passengers, origin, destination and route are not subject to sanctions and that the flight complies with applicable trade controls. Any violation may result in immediate termination of the Handling Services and may be reported to law enforcement authorities.
These Terms set forth the entire agreement between the parties and supersede all prior discussions. Gestavia reserves the right to unilaterally modify these Terms at any time without notice. All provisions which by their nature should apply beyond termination will remain in force.
The failure of Gestavia to enforce any provision at any time shall not be construed as a continuing waiver nor prejudice the right to enforce it in the future.
If any term is held invalid, illegal or unenforceable, the remaining terms remain unimpaired and the affected term shall be replaced by a mutually acceptable valid term closest to the original intention.
This Agreement is part of an international contractual relationship governed by and construed in accordance with the laws of the country in which the Gestavia legal entity providing the Handling Services is located, to the exclusion of local conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. Each party irrevocably submits to the exclusive jurisdiction of the courts of that country.