Services provided are governed by Avilift Systems Limited Terms & Conditions unless an agreement is already in place between the parties.
1. Definitions and interpretation
"Customer” means any party requesting services from Avilift Systems Limited
“Avilift” means Avilift Systems Limited
“Indemnitees” has the meaning ascribed thereto in Clause 4.3;
“Prices” means the prices set by “Avilift” in the Table of Fees for the Services, subject to escalation in accordance with Clause 5.5;
“Services” means the aviation services listed in Appendix 1;
“Taxes” means any and all present and future goods and services, sales, use, personal property, customs, excise, ad valorem, stamp, income, gross receipts, airport use or similar taxes, fees, withholdings, imposts, duties, levies and other charges of any nature, together with related penalties, fines or interest thereon.
“VAT” means any value added tax and any sales or turnover tax, or charges of a similar kind; and
“working day” means a day (other than a Friday or Saturday) on which business related to these Terms & Conditions is carried out in Lagos, Nigeria. For any payment, a business day is any day on which banks are open for business in Nigeria.
1.2.1 All references to “Avilift” or “the Customer” shall include their successors and permitted assigns.
1.2.2 All of the provisions of these Terms & Conditions (other than where expressly stated to be representations or warranties), where the context requires, are to be construed as covenants as though the words importing such covenants were used in each separate Clause hereof.
2.1.1 The Customer hereby engages Avilift to provide the Services in return for the prices set forth as per Avilift’s table of fees.
2.1.2 Credit terms will be negotiated on a case by case basis, but in any case invoices must always be paid within a maximum of 14 days from invoice date.
2.1.3 Avilift reserves the right to require a cash deposit from the Customer to cover future charges save where an established credit line has been arranged and the terms of such credit has been honoured in full by the Customer.
2.1.4 Where payments are in arrears (or deposits requested have not been paid) Avilift reserves the right to suspend provision of some or all of the Services.
Avilift shall be entitled to sub-contract any or all of its obligations hereunder to sub-contractor(s) of Avilift’s choice. Notwithstanding any sub-contracting by Avilift, Avilift shall remain liable to perform its obligations hereunder these Terms & Conditions during the period of the sub-contract, provided that if any obligation which is required to be performed by Avilift under these Terms & Conditions is performed by any sub-contractor(s), then performance by such sub-contractor(s) shall constitute performance of such Services by Avilift. Provided Avilift exercises reasonable care in the choice of sub-contractor(s), Avilift shall not be responsible for the act or default of such sub-contractor(s).
2.3.1 Avilift will only accept and act upon instructions received in writing from the Customer in accordance with this Clause 2.3.1. The Customer shall provide a written request for desired Services to Avilift at least twenty-four (24) hours prior to each intended flight. Such request must include sufficient information, details and documents to enable Avilift to determine whether or not it is able to provide the requested Services. All such written requests shall be sent to one of the following addresses:
Tel: +234-805 607 5527
20, Murtala Muhammed International Airport Road, Mafoluku, Lagos, Nigeria
Any written request from the Customer pursuant to this Clause 2.3.1 shall only be effective when it is transmitted and the Customer has telephoned Avilift to confirm it was successfully received.
2.3.2 Any instructions received verbally from the Customer or from third parties on behalf of the Customer (e.g. flight crew, handling agents) will not be performed until Avilift receives written instructions pursuant to Clause 2.3.1 above.
2.3.3 Avilift is under no obligation to provide any Service to any party other than the Customer unless the Parties otherwise agree in writing.
3.1 All amounts payable by the Customer under these Terms & Conditions are, unless otherwise stated, exclusive of VAT and other duties or Taxes.
3.2 Any VAT or other duties or Taxes which are or become payable in respect of such amounts shall be payable by the Customer in addition to such amount, whether invoiced at the time of supply or otherwise.
3.3 The Customer shall promptly pay when due and indemnify and hold harmless each of Avilift, its partners, shareholders, directors, officers, employees, servants and agents (the “Indemnitees”) from and against all VAT and Taxes of any nature whatsoever and howsoever and whenever imposed (whether imposed upon the Customer or Avilift) by any government entity or taxing authority in any jurisdiction Aviliftd upon, arising from or in connection with these Terms & Conditions, the Services or any payment made by the Customer to Avilift. The foregoing indemnity shall not extend to any Taxes (i) imposed by any government entity or taxing authority on Avilift’s net income, gross receipts, capital or net worth; or (ii) attributed solely to Avilift’s wilful misconduct or gross negligence.
4. Liability and indemnity
4.1 The Customer agrees at all times to defend, indemnify and hold harmless each of the Indemnitees on a full indemnity basis, from and against any and all liabilities, claims demands, suits, actions, judgments, damages and losses including costs and expenses and reasonable legal fees connected therewith or incidental thereto imposed on, incurred by or asserted against any Indemnitee in any way relating to, Aviliftd on or arising out of, from or in connection with the following (except in the case of proven gross negligence and/or wilful misconduct on the part of any Indemnitee):
4.1.1 these Terms & Conditions or any transaction contemplated hereby;
4.1.2 Avilift’s performance of the Services;
4.1.3 any act or omission of Avilift in any way connected with the Services on the basis of information, details or documents supplied to Avilift by the Customer;
4.1.4 any act or omission of the Customer or any failure by the Customer to perform any of its obligations hereunder;
4.1.5 delay, injury or death of persons carried or to be carried by the Customer;
4.1.6 injury or death of any employee of the Customer;
4.1.7 damage to or delay or loss of baggage, cargo or mail carried or to be carried by the Customer;
4.1.8 damage to or loss of property owned or operated by, or on behalf of, the Customer and any consequential loss or damage.
4.2 The Customer shall indemnify each Indemnitee against any and all third-party claims in respect of damage, death, delay, injury or loss arising from the operation of any of the Customer’s aircraft or flights.
4.3 Avilift shall at no time be regarded as possessing, controlling or being in any way connected to the operation of any of the Customer’s aircraft or flights.
4.4 Due to the unreliable nature of telecommunications quality around the world, some permissions or service confirmations will be obtained Aviliftd on verbal confirmations from relevant third parties, be they civil aviation authorities or others. While every effort will be made to verify the confirmations obtained, Avilift will not be held liable to any claims arising from any consequence of having obtained such verbal confirmations.
4.5 Avilift will obtain permits and provide services Aviliftd on the information and passenger list provided by the Customer. Avilift holds itself harmless against any and all claims as a result of action by any authority in case:
4.5.1 information and passenger list provided by the Customer were incorrect or incomplete;
4.5.2 any authority, or applicable government body who holds the function of issuing landing or overflight clearances, without notice revokes, withdraws, or imposes conditions on permits already issued, even if the flight would have already commenced.
5.1 Each of the Parties warrants to the other Party that such Party has full power and authority to enter into, execute and deliver these Terms & Conditions and to perform its obligations hereunder.
5.2 Avilift warrants that it will not solicit any of the Customer’s customers directly for any related Services without the prior consent of the Customer.
5.3 The Customer warrants that it will comply with all requirements and regulations governing its operations to which the Services relate.
5.4 The Customer warrants that it will not solicit directly or indirectly (for the direct supply of any related Services) any sub-contractor of(s) Avilift.
6.1 In reliance on the prompt payment by the Customer of amounts due hereunder, Avilift has made or will make certain financial commitments. If the Customer fails to pay any amount payable under these Terms & Conditions on the due date, Avilift shall suffer loss and damage the exact nature and amount of which are difficult or impossible to ascertain. Avilift shall charge, and the Customer shall pay to Avilift, on demand from time to time (by way of agreed compensation and not as a penalty), interest on overdue and unpaid amounts payable by the Customer under these Terms & Conditions. Such interest shall be charged on the amount due and unpaid from the date of the invoice to the date of actual payment (after as well as before judgement) and will accrue at the rate LIBOR + 5% over the Avilift-lending rate of the UAE Central Bank rate. To the extent permitted by applicable law, interest will accrue on a daily basis and be compounded monthly and shall be calculated on the basis of the actual number of days elapsed and a 360 day year. For the purposes of these Terms & Conditions, “LIBOR” means the rate per annum which is the arithmetic mean (rounded upwards, if not already such a multiple, to the nearest whole multiple of one-sixteenth of one per cent) of the offered rates (if any) appearing on the LIBO page of the Reuters screen (or any replacement page) for deposits in United States dollars for the period for which such rate is to be determined at 11:00 a.m. (GMT) on the day that is two (2) London business days before the date of such determination or the offered rate (if any) appearing on page 3750 of the Telerate screen (or any replacement page) which displays British Bankers Association Interest Settlement Rates for deposits in United States dollars for the period for which such rate is to be determined at 11:00 a.m. (GMT) on the date that is two (2) London business days before the date of such determination.
7. Force majeure
7.1 Avilift shall be released from its obligations to provide the Services in the event of national emergency, war, prohibitive governmental regulation or any other cause beyond Avilift’s reasonable control rendering its performance impossible. On the occurrence of such circumstances, the Customer shall immediately pay to Avilift all amounts that it owes to Avilift.
8.1 Any notice or communication to be made hereunder or in connection with these Terms & Conditions will be made in writing and in English, unless otherwise stated and shall be delivered personally or by courier or by facsimile transmission or electronic mail to the respective addresses or such other address or facsimile number as either Party may have notified to the other in writing. Proof of delivery, posting or dispatch shall be deemed proof of receipt:
8.1.1 in case of a letter, upon delivery thereof (if delivered by hand) or (if sent by courier) on the date of delivery set forth in the records of the person who accomplished the delivery;
8.1.2 in case of a facsimile transmission, the date of actual receipt which will be deemed to be the date set forth in the confirmation receipt produced by the sender’s facsimile machine; and
8.1.3 in case of electronic communication, actual receipt will be deemed when received in legible form. The Customer acknowledges the risks inherent to such electronic communication including but not limited to transmission failures, limited confidentiality, lack of integrity, data corruption by viruses, and delay in transmission. Avilift will not be liable and excludes any liability of damages incurred by the Customer or any other party arising out of or in connection with the realisation of any risk inherent to the use of electronic communication.
If any notice or communication is sent by more than one of the above-listed methods, notice will be deemed received on the earliest possible date in accordance with the above provisions.
9. Relationship between the Parties
9.1 The Parties hereby acknowledge and agree that this Agreement is non-exclusive. The Customer reserves the right to obtain like services from other persons for any reason whatsoever and Avilift reserves the right to solicit and provide like services to other persons.
9.2 The relationship of Avilift to the Customer is that of an independent contractor. Nothing in these Terms & Conditions shall constitute or be deemed to constitute a partnership, joint venture or other form of association or co-operative arrangement between the Parties.
10. Governing Law and jurisdiction
10.1 These Terms & Conditions, including all matters of construction, validity and performance and any non-contractual obligations arising from, out of it or in connection with it, shall be governed by and construed in accordance with English law.
10.2 Any dispute arising out of or related to these Terms & Conditions shall, except as otherwise provided herein, be submitted to the exclusive jurisdiction of the English courts or, at Avilift’s sole option either: (a) to the jurisdiction of the courts of the country of the principal domicile of the Customer; or (b) to the jurisdiction of the courts of the country in which any aircraft or other asset (including a bank account) of the Customer is or might at the instigation of Avilift be located.
11. Third Party rights
11.1 The Parties agree that a person who is not a party to these Terms & Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 (as amended, modified or supplemented from time to time) to enforce any term of these Terms & Conditions except that any Indemnitee may enforce its rights under Clauses 3 and 4.
12. Binding Effect
12.1 These Terms & Conditions are binding upon and shall inure to the benefit of each Party and its successors and permitted assigns.