ExecuJet Charter Service Terms & Conditions

These terms and conditions ("Terms and Conditions") accompany ExecuJet Charter Service, Inc. ("ExecuJet") Purchase Order and Work Order, if accepted as is along with the Purchase Order/Work Order, form the complete agreement between ExecuJet and Customer ("Agreement"). Customer is deemed to accept these Terms and Conditions by a written or electronic acknowledgment of accompanying Purchase Order/Work Order or by commencement of work as contemplated by this Agreement. Acceptance hereof by Buyer supersedes, nullifies and voids any other terms, conditions, representations, understandings, in oral or written form with respect to the Purchase Order(s)/Work Orders referencing this Agreement.

GENERAL TERMS AND CONDITIONS

1. Authority to Execute and Bind: The person signing this Work Order (“Customer”) has actual authority, as owner or authorized agent for the owner of the above referenced “Aircraft,” to bind the Aircraft owner and authorize ExecuJet Aviation Services (“ExecuJet”) to undertake and perform all repairs and services, as set forth in this Work Order. To the extent applicable, all references to Customer noted in this Work Order include the Aircraft owner.

2. Work Scope Quote: The Work Scope quote includes inspections and/or repair services including, but not limited to, furnishing of labor, parts, materials, components, appliances, and supplies for the purpose of repairing, restoring, replacing, or upgrading the Aircraft and any items located thereon or attached thereto. The Work Scope quote does not include freight and shipping charges, consumables fee (4.0%), fuel, flight costs, flight crew costs, disposal and exchange core costs, environmental charges, insurance, export/import fees, overtime, and any applicable government taxes or fees, which may also become due and payable.

3. Payment: If payment is not tendered to ExecuJet at the time such payment is due and payable, Customer hereby grants ExecuJet a lien and security interest against the Aircraft to secure all amounts due to ExecuJet by Customer. In addition, Customer agrees ExecuJet is entitled to maintain a possessory lien on the Aircraft and Aircraft records and/or file and record a mechanic’s lien in accordance with applicable Florida Statutes. This Work Order in no way waives or limits or is intended to waive or limit the application of Florida’s lien statutes. ExecuJet is not liable for any damages caused by delay in returning the Aircraft to service or delivering the Aircraft back to Customer when the delay is due to Customer’s failure to make full payment when due.

4. Customer Supplied Parts: All customer supplied parts are subject to inspection and an embodiment fee of 10% of MSRP or Retail industry pricing.

5. Lien Enforcement: If, prior to the time that full payment for services has been made, ExecuJet elects, in its sole and exclusive discretion, to release possession of the Aircraft, the parties mutually agree that this release of possession constitutes a good and valuable benefit in favor of the Customer. For consideration of this benefit, the parties mutually agree that Customer knowingly and intentionally waives any right to contest the validity of any mechanic’s lien recorded pursuant to Florida law due to ExecuJet’s failure to have actual possession of the Aircraft at that time.

6. Risk of Loss/Force Majeure: Customer bears the risk of loss of the Aircraft due to unforeseen hazards or events. ExecuJet shall not be liable for any failure to perform services or delays due to causes beyond its control, including but not limited to, strikes, lockouts or other labor difficulties, machinery breakdowns, inability to obtain transportation, delays of carriers or suppliers, fires, floods, acts of God, acts of terrorism, war, or other outbreaks of hostilities, and any foreign or domestic embargoes.

7. Warranty: Subject to the following sentence, ExecuJet warrants to Customer that its work (i) shall be free from defects in material and workmanship; and (ii) shall be performed in a timely and workmanlike manner. ExecuJet shall have no other liability to Customer under warranty, tort or any other legal theory. ExecuJet warrants the work for 3 (3) months from the performance of services, (the “Warranty Period”).  If Customer gives ExecuJet prompt written notice of breach of this warranty within the Warranty Period, ExecuJet shall at its sole option and as Customers sole and exclusive remedy, re-perform the Work or repair or replace the subject parts if covered under warranty provided by a third-party parts supplier. Unless otherwise agreed to in writing by ExecuJet, Customer shall be responsible for any labor required to gain access to the Aircraft.  If ExecuJet determines that any claimed breach is not, in fact, covered by this warranty, Customer shall pay ExecuJet its then customary changes for any repair or replacement made by ExecuJet.  ExecuJet’s warranty is conditioned on Customer’s: (a) operating and maintaining the Aircraft in accordance with FAA Regulations and the Aircraft Manufacturers specifications, (b) not making any unauthorized repairs or alterations, and (c) not being in default or any payment obligations to ExecuJet.  ExecuJet’s warranty does not cover (i) damage caused by misuse or improper installation (unless installed by ExecuJet), and THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE THE CUSTOMER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITATION OF LIABILITY PROVISION BELOW EXECUJET MAKES NO OTHER WARRANTIES OF ANY KIND EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONS, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.

8. Insurance: At all times that ExecuJet is providing services and/or repairs to the Aircraft, Customer shall maintain or caused to be maintained Aircraft liability insurance in an amount of at least $25,000,000 per occurrence, and all-risk hull insurance with a minimum coverage limit not less than the retail market value of the Aircraft. Customer will deliver to ExecuJet a Certificate of Insurance showing the required Aircraft liability and all-risk hull coverage. The policies shall provide that no cancellation, non-renewal, or material change with respect to coverage may be made without thirty (30) days advance written notice to ExecuJet.

9. Insurance: At all times that ExecuJet is providing services and/or repairs to the Aircraft, Customer shall maintain or caused to be maintained Aircraft liability insurance in an amount of at least $25,000,000 per occurrence, and all-risk hull insurance with a minimum coverage limit not less than the retail market value of the Aircraft. Customer will deliver to ExecuJet a Certificate of Insurance showing the required Aircraft liability and all-risk hull coverage. The policies shall provide that no cancellation, non-renewal, or material change with respect to coverage may be made without thirty (30) days advance written notice to ExecuJet.

10. Assignment: Except as otherwise established herein, this Work Order may not be assigned, in whole or in part, without the prior written consent of the non-assigning party. Any assignment of this Work Order by either party hereunder without written consent of the other shall be void.

11. No Waiver: The failure of ExecuJet to immediately enforce any provision, right, or remedy of this Work Order does not waive the right of ExecuJet to enforce the provision, right, or remedy at some later time, nor does it preclude the right of ExecuJet to enforce any other provision, right, or remedy of this Work Order. The failure of ExecuJet to immediately collect payments when due is not a waiver of any amounts due and owing, and the acceptance of partial payments does not mean that ExecuJet has waived the right to collect the full amounts due and owing.

12. Construction: In interpreting this Work Order, the parties agree that it should be interpreted as if neither party had drafted it for its own benefit, such that there is no presumed bias in favor of, or against, either party.

13. Severability: If a court of competent jurisdiction determines that any section of this Work Order is not enforceable, or otherwise void or illegal, the remainder of the Work Order shall remain in full force and effect, and the parties remain bound by its provisions.

14. Applicable Law: This Work Order is to be construed in accordance with the laws of the State of Florida, United States.

15. Dispute Resolution, Submission to Jurisdiction; Wavier of Trial:
    

    1. Good Faith Negotiation.  In the event of any dispute claim, or disagreement arising from or related to the Work, ExecuJet Documentation, this Agreement, or an alleged breach of this Agreement (“Dispute”), either Party may deliver to the other Party notice of such Dispute (the “Dispute Notice”) and the Parties agree to use their best efforts to settle the Dispute through good faith negotiations.

    2. Mediation.  If the Parties are unable to resolve any Dispute through good faith within thirty (30) days from the delivery of the Dispute Notice (the “Negotiations Period Expiration”), the Parties agree first to try in good faith to settle the Dispute   by mediation administration by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration. 

    3. Arbitration.  If the Parties are unable to resolve any Dispute through good faith negotiation and mediation within seventy-five (75) days from the delivery of the Dispute notice, the Dispute shall be settled by and submitted to mandatory biding arbitration administered by the AAA under its Commercial Arbitration Rules, which are available at the AAA website at www.adr.org.  Either party may initiate such an arbitration proceeding by notifying the other Party in writing. This mandatory arbitration provision shall not apply to an action by ExecuJet to collect unpaid invoices due from     Customer to ExecuJet (“Collection Action”) which Customer agrees ExecuJet may prosecute in an state court located in Hillsborough County, Florida or United States District Court for the Middle District of Florida (Tampa Division) which Customer agrees shall have jurisdiction and will constitute appropriate venue for hear the Collection Action.  Each of the Parties waives any defense of inconvenient forum to the maintenance of any Collection Action or proceeding so brought       and waives any bond, surety, or other security that might be required of any other Party with respect thereto

    4. Waiver of Jury Trial.  EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING PERTAINING TO THE TERMS, EXECUJET’S DOCUMENTATION, THE AGREEMENT,  OR ANY WORK PROVIDED.  THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER   SOUNDING IN CONTRACT, TORT, OR OTHERWISE EACH PARTY AGRESS NOT TO INCLUDE ANY EMPLOYEE OFFICER, OR DIRECTOR OF THE OTHER PARTY IN ANY ACTION PROCEEDING, OR         

16. Limitations Period: Customer will not bring a legal action against ExecuJet more than twelve (12) months after the cause of action across unless applicable law prohibits the contractual limitation.

17. Attorney’s Fees: If ExecuJet is required to take any action to enforce the provisions of this Work Order, Customer agrees to compensate ExecuJet for the incursion of any court costs and attorney’s fees. Attorney’s fees include appellate fees.

18. Entire Work Order: This Work Order is intended to be the complete and exclusive statement between ExecuJet and Customer of the work contemplated herein and the applicable terms and conditions.  

19. Counterparts: This Work Order may be signed in counterparts, of which when placed together will constitute an original binding Work Order.

20. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, EXECUJET’S LIABILITY FOR ANY CLAIM OF ANY KIND, INCLUDING BREACH OF CONTRACT OR WARRANTY OR FOR NEGLIGENCE OR OTHER CONDUCT, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THIS WORK ORDER, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE SALE, DELIVERY, RESALE, OR REPAIR OF ANY GOODS COVERED BY OR FURNISHED UNDER THIS WORK ORDER SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE WORK, GOOD, OR PART THEREOF WHICH GIVES RISE TO THE CLAIM, PROVIDED THAT SUCH LIABILITY SHALL BE CONDITIONED UPON CUSTOMER PROVIDING NOTICE TO EXECUJET OF ANY CLAIM WITHIN SIX (6) MONTHS FROM THE DATE OF OCCURRENCE OF SUCH CLAIM. IN NO EVENT SHALL EXECUJET BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DIMINUTION IN VALUE, DEDUCTIBLES, LOSS OF REVENUE, PROFITS, OR USE, OR DOWNTIME COSTS, REGARDLESS WHETHER IN CONTRACT OR IN TORT OR ANY OTHER CAUSE OF ACTION (INCLUDING NEGLIGENCE AND STRICT LIABILITY). 

21. Nonsolicitation of Employees: Each party agrees for the twelve month period following completion of this Work Order, not to directly or indirectly (including through each Party’s divisions, parents, subsidiaries, affiliates, successors or assignees) solicit or make offers of employment to or enter into consultant relationships with, any person who are or were, the other-Party’s employees, consultants, contractors, or subcontractors involved directly or indirectly in the performance of this Work Order. It will not be violation of this Section to advertise employment opportunities in any media of general circulation, provided it is not directed at the employees of either Party.

22. Application to Third Party. EXECUJET’S AFFILIATES AND SUPPLIERS ARE INTENDED BENEFICIARIES OF THE LIMITATIONS AND EXCLUSIONS PROVIDED IN THIS AGREEMENT. THERE ARE NO OTHER THIRD-PARTY BENEFICIARIES UNDER THIS AGREEMENT. THIS AGREEMENT EXPRESSLY EXCLUDES LIABILITY TO CUSTOMER’S SERVICE PROVIDERS, CUSTOMERS, AND OTHER THIRD PARTIES.