Terms and conditions applicable to location agreements | Customers

1 Definitions

1.1

The following terms, when capitalised, shall have the meaning defined hereinafter, unless the context otherwise requires:

“Additional Delivery Services” means Level 2 Delivery Services or Level 3 Delivery Services (as applicable);

“Agreement” shall be as defined in the Framework Fuel Supply Agreement (or General Terms and Conditions or such other signed Agreement between the Seller and Buyer) into which these General Terms and Conditions are incorporated;

“Buyer’s Aircraft” means the aircraft owned, leased, operated by or on behalf of Buyer or Buyer’s Affiliates, or any customer of Buyer or Buyer’s Affiliates;

“Buyer's Representative” means any representative or purported representative of the Buyer, its Affiliates, or its or their customer, and includes pilots, flight engineers and other people including those whom Seller has been notified represent Buyer;

“Claims” means claims, demands, proceedings, damages, liabilities, expenses and costs;

“Contaminated Fuel” means fuel that is cross-contaminated by incidental and adventitious materials in exceedance of the limits prescribed for such materials by EI/JIG Standard 1530 – Quality Assurance Requirements for the Manufacture, Storage and Distribution of Aviation Fuel to Airports;

“Control” means a direct or indirect ownership interest of 50% or more of the issued voting shares or stock, or having the right to vote to appoint directors or other governing authorities of the relevant company;

“Deliverer” means the entity in addition to Seller who, on behalf of Seller, performs Seller’s supply and/or delivery obligations under the Agreement;

“Delivery Note” means a document, produced in writing or by electronic means, accurately and clearly stating the date of receipt, time, product description, meter readings and quantity delivered in kilograms, litres, gallons or barrels, in accordance with Seller’s normal practices, and where the volume of Fuel delivered to the Delivery Point is measured by reference to the volume of Fuel delivered into Buyer’s Aircraft, the registration number of aircraft, flight number, aircraft type and destination of aircraft, in all cases with any additional information the parties may agree upon;

“Delivery Point” means the point where delivery occurs and Fuel is transferred to the Buyer as set out in Clauses 6.1(b) and 6.2(a) of the General Terms and Conditions;

“Differential” means the value stated in the Location Agreement as being the differential forming part of the Price;

"Ex-Hydrant" has the meaning set out at Clause 6.2(a);

"Ex-Works" has the meaning set out at Clause 6.2(a);

“Fuel” means, as the context so requires, Jet, SAF and/or aviation gasoline, in each case conforming to the relevant (quality) specification set forth in Clause 3.1 of the General Terms and Conditions;

“Gross Negligence” means any act or omission which constitutes a marked and flagrant departure from the standard of conduct of any reasonably competent person;

“IATA” means the International Air Transport Association;

"In-Drum" has the meaning set out at Clause 6.2(a);

"In-Tank" has the meaning set out at Clause 6.2(a);

"Into-Storage" has the meaning set out at Clause 6.2(a);

"Into-Truck" has the meaning set out at Clause 6.2(a);

“Into-Wing with Into-Plane Services” has the meaning set out in Clause 6.1 of the General Terms and Conditions;

“Into-Wing without Into-Plane Services” has the meaning set out in Clause 6.2(a)(viii) of the General Terms and Conditions;

“Level 2 Delivery Services” means (a) Normal Delivery Services; and (b) Level 2 Delivery Services as set out in the latest publication of JIG’s Aviation Fuel Quality Control & Operating Standards for Into-Plane Fuelling Services;

“Level 3 Delivery Services” means (a) Level 2 Delivery Services; plus (b) Level 3 Delivery Services as set out in the latest publication of JIG’s Aviation Fuel Quality Control & Operating Standards for Into-Plane Fuelling Services;

“Location” means the location set out in the Location Agreement;

“Location Agreement” has the meaning set out in Clause 4 of the Framework Fuel Supply Agreement;

“Normal Delivery Services” means the positioning of fuelling equipment ready for fuelling, bonding to Buyer's Aircraft, connecting hoses to Buyer's Aircraft, delivering Fuel in accordance with Buyer's instructions (but does not include operating tank valves or switches), disconnecting hoses and debonding from Buyer's Aircraft (Level 1);

“Off-specification Fuel” means Fuel, which is found not to be in accordance with the relevant (quality) specification set forth in Clause 3.1 of the General Terms and Conditions;

“Personal Data” means any information relating to an identifiable individual as defined in Regulation (EU) 2016/679 (General Data Protection Regulation) as updated, or amended or substituted from time to time or any relevant applicable legislation;

“Price” means the price determined in accordance with Clause 5 of the Framework Fuel Supply Agreement;

“Price Reference” means a price for Fuel quoted in a third-party publication, index, exchange or other indicator of price quotations (for example, 'Platts CIF NWE') in respect of the relevant Pricing Period;

“Pricing Period” means the applicable Pricing Period for each Location as specified in the Location Agreement, for example the: (a) prior month; (b) prior half month; (c) current month; (d) prior week; or (e) current week (as applicable);

“Public Official” shall include (a) any minister, civil servant, director, officer, employee, or other official, or anyone acting in any official, legislative, administrative, judicial or representative capacity, on behalf of any government or any department, agency or body thereof, and/or of any government-owned or controlled company including any company or enterprise in which a government owns an interest of more than thirty percent, and/or of any public international; (b) any political party, political party officials, or candidates for political office; (c) any member of a royal or ruling family; and (d) any close family member (spouse, parent, child, sibling) of any of the foregoing. For avoidance of doubt, the term “Public Official" shall include all directors, officers and employees of state-owned or controlled airlines;

“Restricted Party” means any person who is: (a) targeted by national, regional, or multilateral Trade Laws, or (b) directly or indirectly owned or controlled by or acting on behalf of such persons, such that Trade Laws apply;

“Service Provider” means any person or entity that performs a service for or on behalf of a party, including but not limited to Deliverers, suppliers, agents, representatives, sub-contractors and other intermediaries;

“Services” means all services to be provided by the Seller under this Agreement and the Seller’s obligations under this Agreement, together with all ancillary services reasonably and necessarily required to comply with the provisions of this Agreement (whether such services or obligations are performed by the Seller or not);

Sustainable Aviation Fuel or SAF: general term describing biomass or non-biomass waste-derived jet fuel manufactured through processes such as Fischer-Tropsch synthesis, hydroprocessing, or fermentation of sugars per Annex A1, A2, or A3 of ASTM D7566, either in pure form (“neat SAF”) or blended with conventional jet fuel

“Taxes” has the meaning set out in Clause 13.1 of the General Terms and Conditions;

“Trade Laws” means laws, rules, regulations or equivalent applicable to either Party or the subject matter of this Agreement expressly including, but not limited to, the laws of the United Kingdom, the laws of the United States of America, and the laws of the European Union and its member states regarding export controls, economic sanctions, international boycotts, or restrictions including but not limited to those that: (a) prohibit or restrict the export or import of goods, services, software, or technology to or from persons and countries specified therein; or (b) would expose Buyer or Seller to punitive measures for violation;

“Wilful Misconduct” means deliberate acts, deliberate omissions, wanton or reckless conduct which constitute, in effect, a deliberate disregard for harmful, reasonably foreseeable and avoidable consequences.

1.2

For the purpose of the Clauses 6.7 and 15 of the General Terms and Conditions, “Buyer” shall include the officers, directors, employees, and Service Providers of the person or entity mentioned as such in the heading of the Agreement.

1.3

For the purpose of of the Framework Fuel Supply Agreement including but not limited to Clauses 2, 6.1(c), 6.2(f), 8.2(d), 11.2 and 15.1 of the General Terms and Conditions, “Seller” shall include the officers, directors, employees, Affiliates and Service Providers of the person or entity mentioned as such in the heading of the Agreement.

2 Representation

Buyer contracts hereunder on its own behalf and as agent for its Affiliates in respect of their rights and obligations under the Agreement. The Buyer warrants (a) that it has been duly authorized by each Buyer’s Affiliate to enter into this Agreement on behalf of each and (b) that each Buyer’s Affiliate shall be individually bound by the terms and conditions of this Agreement in respect of deliveries of Fuel made to them and responsible for any liabilities arising there from. Provided that if Buyer is in breach of the warranties given under this Clause, it will indemnify Seller in respect of all Claims incurred by Seller as a result of that breach.

3 Specifications and requirements

3.1

Seller warrants that the Fuel supplied by it shall meet the latest issue of any one of the specifications set forth hereunder:

(a) In respect of Jet and/or SAF:

(i) ASTM Standard Specification D 1655 for Aviation Turbine Fuels Jet A / Jet A-1;

(ii) British Ministry of Defence, Def Stan 91-091 Turbine Fuel, Aviation Kerosene Type, Jet A-1;

(iii) Canadian specification Can/CGSB-3.23-97, Aviation Turbine Fuel Jet A / Jet A-1;

(iv) Chinese No. 3 Jet Fuel (GB438, GB1788 and GB6537); and

(b) In respect of aviation gasoline:

(i) ASTM Standard Specification D 910 for Leaded Aviation Gasolines; or

(ii) British Ministry of Defence, Def Stan 91-90 for grades 80/87, 100/130 and 100/130LL.

3.2

Seller further warrants that the Fuel shall meet the requirements, if any, set by the governmental regulatory authority with jurisdiction in such a Location. Should any such requirement lead to a deviation from the agreed specification, Seller shall notify Buyer in advance and Buyer’s prior permission for delivery of such Fuel is required.

3.3

Any other supply specification requires approval by Buyer and a complete specification must be attached to the Agreement.

3.4

Except as specifically provided in this Agreement, there are no guarantees, conditions or warranties herein, express or implied, as to the satisfactory quality, merchantability, fitness or suitability of the Fuel for any particular purpose or otherwise.

4 Quality

4.1

Buyer or Buyer’s Representative shall have the right to obtain samples of the Fuel intended to be delivered to Buyer for the purpose of ensuring compliance with Clause 3.1, such samples to be taken by Seller or its representative with Buyer having the right to be present.

4.2

Sampling shall be performed in accordance with one of the following:

(a) the Fuel Quality Control & Fuelling Safety Standards issued by the IATA Fuel Quality Pool; or

(b) Chapter 5 (Fuel Quality Control Requirements) of the Aviation Fuel Quality Control and Operating Standards For Into-Plane Fuelling Services issued by JIG (and endorsed by the IATA Technical Fuel Group) (latest issue); or

4.3

If required by Buyer, and subject to Buyer’s Representative being present, additionally, a test for suspended water shall be performed, using one of the following approved chemical detectors: Shell Water Detector, Velcon Hydrokit, Mobil Water Indicator/Metrocator, Aqua-Glo, POZ-T device, Repsol/YPF-Water Detector, Aqua Indica, Aquadis and CASRI.

5 Quantity

5.1

Seller shall be obligated to sell and deliver, or cause to be sold and delivered, and Buyer shall be obligated to purchase the quantities agreed upon between the parties.

5.2

Each Location Agreement shall contain an estimate of Buyer’s annual volume requirements for Fuel at each Location for the duration of the Location Agreement. This estimate is for guidance purposes only and is not intended to be legally binding on either party.

5.3

Buyer shall give or cause to be given to Seller by no later than the 15th day of each month a written nomination of the actual volumes of Fuel that Buyer or Buyer’s Affiliate wants to be delivered at a given Location in the following month (“Monthly Nomination”). If no Monthly Nomination is provided, Seller shall use information available to it to estimate demand but is not obliged to deliver Fuel in any month for which no Monthly Nomination has been provided.

5.4

If the volume of Fuel which Buyer or its Affiliates actually require for delivery in any month varies by more than 10% above or below the Monthly Nomination, then Seller reserves the right:

(a) to charge the Buyer any increased costs, fees, duties, penalties or charges of any kind which are incurred by Seller as a result of supplying more or less than the Monthly Nomination; or

(b) not to deliver any more than 110% of the Monthly Nomination in that month

5.5

Without prejudice to any other provision of this Clause 5, where the Delivery Point is In-Drum, Into-Pipeline, Into-Storage or Into-Truck, the following additional provisions apply:

(a) Buyer shall, if requested at any time by Seller, provide Seller with a written forecast of its monthly volume requirements for Fuel at each Location for the duration of the Location Agreement (“Forecast Amount”)

(b) Seller reserves the right:

(i) not to deliver any Fuel in any month in which the Monthly Nomination is less than 90% of the Forecast Amount; and

(ii) not to deliver any more than 110% of the Forecast Amount of Fuel in that month.

6 Delivery

6.1

Where Fuel is delivered by Seller into Buyer’s Aircraft tanks (“Into-Wing with Into-Plane Services”), the following shall apply:

(a) Seller reasonably endeavours to promptly refuel Buyer’s scheduled Aircraft and take reasonable measures not to delay Buyer’s Aircraft’s departure. If Buyer’s scheduled Aircraft arrives ahead of its scheduled time of arrival, or late, or is operating a regular non-scheduled flight, Seller will reasonably endeavour, subject to the operational constraints imposed by other delivery commitments at the time of arrival of Buyer’s Aircraft, promptly to refuel the Buyer’s Aircraft.

(b) Title to and risk of loss of the Fuel shall pass to Buyer at the time the Fuel passes the inlet coupling of Buyer’s Aircraft.

(c) Upon Buyer’s request, Seller may provide the most current specific gravity or density measurement of Fuel from airport storage or provide Buyer with appropriate devices to measure it at the Buyer’s Aircraft. Notwithstanding the foregoing, Buyer shall not hold Seller responsible for any Claims related to Seller providing the specific gravity or density measurement or such devices, except to the extent caused by Seller’s Gross Negligence or Wilful Misconduct.

(d) The Seller excludes any liability for any Claims of the Buyer arising out of the contamination of the Fuel supplied by the Seller, if the contamination is caused by:

(i) contaminants in Buyer's Aircraft which existed before the time of supply; or

(ii) in case of over-wing fuelling, contaminants which enter Buyer's Aircraft during the delivery of Fuel by the Seller from the environment outside of the refuelling equipment (for example, the ingress of dust or water if delivery is being performed in sandstorms or in the rain respectively), except to the extent caused by Seller’s Gross Negligence or Wilful Misconduct.

6.2

Where Fuel is delivered by the Seller to any Delivery Point other than provided for in Clause 6.1, the following shall apply:

(a) Title to and risk of loss of the Fuel shall pass to Buyer:

(i) Ex-Hydrant: when it passes the inlet coupling of Buyer's or Buyer's Service Provider’s transferring equipment at the Location;

(ii) Ex-Works: when it passes the last flange connection of the delivery system at the place of delivery identified in the Location Agreement;

(iii) In-Drum: when the drums containing the Fuel have been unloaded at the place of delivery identified in the Location Agreement;

(iv) In-Tank: by way of an inventory transfer, at the date and time specified in the Location Agreement, or as otherwise agreed by the parties in writing;

(v) Into-Pipeline: when it passes the inbound pipeline flange connection between the delivery pipeline and the receiving pipeline identified in the Location Agreement;

(vi) Into-Storage: when it passes the first flange connection of the receiving storage system identified in the Location Agreement;

(vii) Into-Truck: when it passes the last flange connection of the delivery system at the place of delivery identified in the Location Agreement;

(viii) Into-Wing without Into-Plane Services: Fuel is delivered, and risk of loss passes to Buyer, as it passes the inlet coupling of Buyer's or Buyer's Service Provider’s transferring equipment at the Location, save that title to the Fuel only passes to Buyer at the time the Fuel passes the inlet coupling of Buyer’s Aircraft.

(b) In the case of delivery In-Drum, Into-Pipeline, Into-Storage and Into-Truck, the Buyer warrants and undertakes to:

(i) take delivery of Fuel on such days, between such hours and in loads of such minimum and/or maximum quantity as may from time to time be reasonably prescribed by Seller.

(ii) use all reasonable endeavours to ensure that no delay shall be suffered by Seller’s delivery vehicle when attempting delivery hereunder, that there will be safe passage for Seller’s delivery vehicle between the public highway and the Delivery Point and that all necessary and required local airport and/or airfield security passes are available so as to facilitate access to the Delivery Point for the purposes of delivering Fuel hereunder.

(iii) that suitable equipment and facilities will be provided at the Delivery Point for receiving delivery of Fuel without risk to property or persons and, without limiting the generality of the foregoing, the facility and any ancillary equipment required for delivery will comply with all applicable laws, rules and regulations.

(iv) take full responsibility to store and maintain the quality of Fuel delivered to it at the Location in accordance with all applicable governmental laws and regulations, permitting requirements, operating procedures and any other requirements laid down by the airport governing authority. Seller shall have no liability whatsoever for deterioration in the quality of Fuel after delivery to the applicable Delivery Point provided such Fuel conformed to the specifications and requirements of Clause 3 at the time of delivery.

(v) take full responsibility to arrange the transfer of Fuel from the Delivery Point to Buyer’s Aircraft or such other points of delivery. Seller shall have no liability in respect of any problem or disruption (for example, delays, shortages or contamination) attributable to Buyer or Buyer’s Service Provider in relation to such transfer arrangements.

(c) Buyer shall indemnify, defend, and save harmless Seller from and against any and all Claims for loss of or damage to property or to the environment or for death of or injury to any person caused by or arising out of Buyer’s or Buyer’s Service Provider’s acts or omissions in relation to obligations as set out in this Clause 6.2(b).

6.3

Deliveries shall be made in accordance with all applicable governmental laws and regulations and the requirements laid down by the airport governing authority. Furthermore, unless otherwise agreed, Seller or its Affiliate shall use or apply the Air BP Regulations Fuel and Quality Control (GEN 550) or the standard quality control and operating procedures of the Deliverers utilised by it (each as amended from time to time) for deliveries into Buyer’s Aircraft, provided however that failure to use or apply such procedures shall not be grounds for termination pursuant to Clause 16.2(a) unless such failure is one affecting safety, environmental and/or quality control that has not been cured in the requisite time and which is sufficiently grievous as to amount to a material breach of the Agreement.

6.4

Except as otherwise agreed in writing by Seller or its Deliverer, or as set out in this Agreement, Seller or its Deliverer shall not be obligated to make delivery unless Buyer's Representative is present.

6.5

Except for any Location which has electronic delivery arrangements in place, Seller shall provide the number of copies of the Delivery Note as agreed with Buyer and as necessary pursuant to local requirements, except where deliveries are Ex-Hydrant and Into-Wing without Into-Plane Services, in which case Buyer shall procure that its Service Provider shall provide Seller and Buyer with the required number of copies of the Delivery Note. In all cases, the Delivery Note shall be signed by Buyer’s Representative. However, Buyer shall be deemed to have received and accepted the quantity of Fuel stated in the Delivery Note irrespective of any failure by Buyer’s Representative to sign the Delivery Note.

6.6

Seller’s (or, where applicable, Buyer’s Service Provider’s) measurement shall be accepted as prima facie evidence of the quantities of Fuel delivered, but either party shall be entitled to check the accuracy of the instruments used by the other party or its Service Provider upon reasonable notice during normal operating hours in the presence of the measuring entity’s representative. Determinations of quantities made in accordance with international industry practice shall be binding.

6.7

Any Fuel sold or caused to be sold by Seller under the Agreement which is found to be Off-specification Fuel or Contaminated Fuel may be rejected by Buyer, at Buyer’s sole discretion. Seller shall indemnify, defend and save harmless Buyer from and against any and all Claims for loss of or damage to property or for death of or injury to any person resulting from the use or storage (or in the case of delivery Into-Wing with Into-Plane Services, the delivery into Buyer’s Aircraft) of Seller’s Off-specification Fuel or Contaminated Fuel, including the costs of replacement of all Fuel contaminated through commingling with Seller’s Off-specification Fuel or Contaminated Fuel, except to the extent caused by Buyer’s negligence, Gross Negligence or Wilful Misconduct.

6.8

Seller shall take reasonable steps to keep informed, and to ensure that Buyer is notified as soon as practicable:

(a) of any matter that could reasonably be expected to impact Seller’s ability to supply Buyer in accordance with the Agreement including (but not limited to) factors which are expected to lead to a change in Seller’s inventory levels in the airport storage (not being a change in inventory levels in the ordinary course of supply) or a likely disruption to supply at a Seller supplying terminal or where the Seller is unable to provide the Fuel due to inoperability of the delivery infrastructure or when there is a material change in a supply route operation including but not limited to refinery production, terminal operation or frequency of bridging deliveries; Seller will provide Buyer with relevant information regarding the matter and any Seller planned actions to minimise any impact on Buyer, and in the case of any disruption to supply, provide regular updates or relevant information in writing until the supply disruption is resolved.

(b) of any infrastructure works which the Seller may be aware of, and which potentially may impact available supply to the Buyer.

7 Defuelling

7.1

Buyer may request and Seller may agree upon a defuelling of Buyer’s Aircraft. The Fuel so removed from Buyer’s Aircraft shall be disposed of or stored as agreed between the parties and at Buyer’s sole cost and expense. Seller may charge an extra fee for such services. The parties shall agree upon the value of the Fuel so defuelled.

7.2

If however defuelling of Buyer’s Aircraft is necessary due to Seller’s fault or negligence (e.g. delivery of Off-specification Fuel and/or Contaminated Fuel or delivery of a larger quantity than agreed upon), Seller or its Deliverer shall defuel Buyer’s Aircraft, at Buyer’s request and at Sellers sole cost and expense.

8 Buyer's responsibilities

8.1

Buyer shall have sole responsibility for operating all appropriate aircraft fuelling switches, valves and pre-set quantities gauges.

8.2

In the event Buyer requests Seller to perform Additional Delivery Services, and Seller agrees to perform same, Buyer agrees:

(a) to provide appropriate training on the operation of the aircraft fuelling switches, valves and pre-set quantities gauges for each type of aircraft in respect of which such Additional Delivery Services have been requested;

(b) to notify Seller of all relevant further or updated technical documentation or instructions relating to same which are available to Buyer from time to time;

(c) that Buyer remains solely responsible for the supervision of the refuelling, and entry in the aircraft’s refuelling record of the volume and distribution of fuel delivered into the aircraft; and

(d) to indemnify, defend and save harmless Seller from and against any and all Claims for loss of or damage to property or to the environment or for death of or injury to any person caused by or arising out of or related to Seller’s action in performing or omission to perform the Additional Delivery Services, except to the extent caused by the Gross Negligence or Wilful Misconduct of Seller.

9 Inspections and audits

9.1

Buyer or Buyer's Representative shall have the right to perform a (technical) survey, audit or inspection of:

(a) The standard quality control and operating procedures as set forth in Clause 6.3 of Seller or the Deliverer;

(b) Seller’s records on quality control and checks of the Fuel, and

(c) Seller’s refuelling services at the aircraft and operational standards of airport storage and airport distribution system,

at the facility where they are utilised for deliveries to Buyer, during the Seller's normal operating hours.

9.2

Buyer shall give reasonable notice of its intention to perform a (technical) survey or inspection as provided in Clause 9.1, and shall use its best endeavours not to hinder, delay or disrupt Seller’s or Seller’s Deliverer’s fuelling activities.

10 Complaints, claims

Complaints as to short delivery or delays shall be notified to Seller at the time of delivery, followed by a written claim to be made within fifteen (15) days after delivery.

10.1

Complaints as to defects in quality or any other matter shall be notified to Seller as soon as practicable, followed by a written claim to be made within thirty (30) days after delivery.

10.2

If the claim is not made within either the fifteen (15)-days period or the thirty (30)-days period, respectively, it represents a waiver of the right to claim. In no event a waiver of the right to claim is made or implied by a signature or any other statement on the Delivery Note, irrespective of whether or not such Delivery Note contains conditions implying such waiver.

11 Fuelling / defueling with passengers on board or embarking or disembarking

11.1

To the extent permitted by local regulations, delivery or removal of Fuel to or from Buyer’s Aircraft by Seller as set forth in Clauses 6.1 and 7 may be made at Buyer’s request when there are passengers or other persons on board the aircraft or embarking or disembarking. In such event, Buyer shall be solely responsible for ensuring that the provisions of the local airport regulations relating to such delivery or removal are carried out, that appropriate instructions are issued by Buyer to its employees for the safety of said persons during such delivery or removal and that such instructions are strictly observed by its employees and said persons.

11.2

Buyer shall indemnify, defend and save harmless Seller from and against any and all Claims for loss of or damage to any property whatsoever or for death of or injury to any person caused by or arising out of or related to Seller’s action in performing or omission to perform delivery or removal of Fuel to or from Buyer’s Aircraft when there are passengers or other persons on board the aircraft or embarking or disembarking, except to the extent caused by the Gross Negligence or Wilful Misconduct of Seller.

12 Codeshare arrangements

Where flight operations involving more than one airline company exist, there is an obligation (responsibility) on the Buyer to inform and agree with their respective contracting suppliers on refuelling arrangements.

13 Duties, taxes and charges

13.1

All prices for Fuel are exclusive of, and Buyer shall additionally pay, any taxes, fees or other charges, imposed by any national, local or airport authority on the delivery, sale, inspection, storage, export, import, ownership, handling, delivery, transportation, defueling and use of Fuel, except for taxes on Seller's income and taxes on raw material (“Taxes”). To the extent allowed, Seller shall show these Taxes, fees and other charges as separate items on the invoice for the account of Buyer.

13.2

Seller is not obliged to but may keep Buyer informed at all times about the Taxes existing or to be charged to Buyer. Should Seller, however, in good faith provide inaccurate or incomplete information to Buyer, Buyer shall not be relieved of the obligation to pay.

13.3

Except where Fuel is delivered into Buyer’s Aircraft, Buyer shall hold such valid licences, approvals or authorisations as may be required by any national, local or airport authority to manage the receipt of Fuel and payment of Taxes where applicable.

13.4

If Buyer is entitled to purchase any Fuel sold pursuant to the Agreement free of any Taxes, Buyer shall deliver to Seller, in advance of any delivery of Fuel, such valid and sufficient exemption documentation (including air operator certificate and/or tax exemption letter or certificate) as may be required to prove Buyer’s entitlement in respect of such purchase.

13.5

If Seller pays any sums in respect of Taxes which are Buyer’s responsibility, Buyer shall in each case immediately reimburse Seller that sum in the same currency in which the Seller paid such sum.

13.6

Seller shall use reasonable endeavours (but with no obligation to litigate) to support any claim Buyer may have to any reduction or drawback of Taxes to which Buyer is entitled in respect of deliveries of Fuel. If supporting Buyer in this way leads to additional costs for Seller, Buyer shall pay those additional costs.

13.7

Buyer shall pay, in addition to the Price:

(a) any fees, costs or charges borne or levied on Seller at any time in respect of deliveries under this Agreement by any supplier, transporter, storage operator, terminal, national, state, local or airport authority including, without limitation, any costs or charges payable in respect of Seller’s compulsory stockholding obligations under national law; and

(b) such additional fees or charges as are itemised in the Location Agreement, including, without limitation, hook-up fees and data services charges. Such additional fees or charges may be increased at any time, during the term of the Location Agreement, to the same extent as any increases imposed on Seller by suppliers of such services. Seller shall endeavour to give Buyer advance notice of such increases where reasonably practicable.

13.8

For the correct application of taxes, fees or other charges, the Buyer undertakes to and shall, according to applicable tax or other laws, provide the correct classification of the flight: (a) commercial or private (b) international or domestic. It is the Buyer’s responsibility to provide documentation to the Seller to support the correct classification of the flight for compliance with applicable tax and other laws.

Any taxes, penalties, costs, fines, losses and/or interest that the Seller suffers or incurs arising out of the Buyer’s (and/or its personnel/representatives’) act(s) and/or omission(s), shall be for the Buyer’s account pursuant to which the Seller shall invoice the Buyer, and Buyer shall hold harmless and indemnify the Seller for all such taxes, penalties, costs, fines, losses and/or interest.

14 Force majeure

14.1

In addition to any waivers (arising out of the same or other causes) provided by operation of law, no failure or omission by either party to carry out or observe any of the provisions of the Agreement (except for Clause 14.5 hereunder) shall give rise to any claim against that party, or be deemed to be a breach of the Agreement, if the same shall arise out of Force Majeure event. A Force Majeure event for the purposes of this Agreement means any cause not reasonably within the control of the parties, whether or not that party could foresee it happening, including such causes as labour disputes, strikes, governmental intervention, or the party’s response to the direction or insistence of any governmental instrumentality or person purporting to act therefore, terrorism, wars, civil commotion, hijacking, fire, flood, manufacture or supply failures beyond the Seller's reasonable control, procurement or delivery failures beyond the Seller's reasonable control, accident, storm or any act of God.

14.2

The party delayed or prevented by Force Majeure shall use all reasonable endeavours to remove such reasons or mitigate the effects thereof, and upon removal and remedying of such reason said party shall promptly resume the performance of its obligations, provided, however, that a party in removing such reasons or mitigating such efforts shall not be required to settle strikes or lockouts or government claims by acceding to any demands when, in the discretion of that party, it would be inappropriate to do so.

14.3

In the event deliveries are delayed, hindered or prevented due to Force Majeure on Seller’s part, Buyer shall be free to purchase Fuel from third parties.

14.4

If there is such shortage of Fuel at any Location specified in the Agreement that Seller is unable to meet its own requirements and those of its Affiliates for sales to customers then under agreement at that given Location, due to Force Majeure on Seller’s part, Seller shall, in consultation with said customers, make what Seller reasonably considers to be a fair allocation of Fuel among these customers.

14.5

Force Majeure on the part of either party’s Affiliates or Service Providers at any given Location shall, as to that specific Location, be considered Force Majeure of that party.

15 Liability

15.1

Save as otherwise provided in these General Terms and Conditions or the Agreement, each party shall indemnify, defend and save harmless the other from and against any and all Claims for loss of or damage to property or for death of or injury to any person caused by the indemnifying party’s negligence or breach of the Agreement, except to the extent caused by the negligence, Gross Negligence or Wilful Misconduct of the indemnified party.

15.2

In order to extend the benefit of any indemnity provided in this Agreement, including but not limited to Clauses 2, 6.1(c), 6.2(f), 6.6, 8.2(d), 11.2 and 15.1, to the officers, directors, employees, and Service Providers of the party so indemnified, the indemnified party will be deemed to have acted as agent or trustee for and on behalf of its officers, directors, employees, and Service Providers.

15.3

Notwithstanding anything to the contrary in these General Terms and Conditions or the Agreement, no Claims shall be made under the Agreement for indirect or consequential damages, punitive damages, special damages, loss of profits or revenues, whether or not the possibility of such damages was foreseen or foreseeable and regardless of any legal or equitable theory upon which the Claim is based.

16 (Early) termination

16.1

In the event Seller withdraws its operation from or Buyer ceases its operation at any Location mentioned in the Agreement for any reason, either party shall have the right to terminate the Agreement as to such Location. In such an event, the respective party withdrawing or ceasing, will reasonably endeavour to give thirty (30) days’ notice of such termination to the other party.

16.2

A party may terminate the Agreement in whole or in part by means of a written notice to the other party without need of judicial recourse and with immediate effect:

(a) In case of a material breach (or a number of breaches that collectively constitute a material breach, including any continuous or persistent breaches) of the Agreement by the other party, but only insofar the other party has not cured its breach of the Agreement, if curable, within 10 days of receiving written notice of the default from the first party. During such 10-day period the non-breaching party may elect to suspend its performance of the Agreement.

(b) If the other party becomes insolvent, makes a general assignment for the benefit of its creditors or commits an act of bankruptcy or if a petition for its reorganisation or readjustment of its indebtedness is filed by or against it, or if a receiver, trustee or liquidation of all or substantially all of its property is appointed.

(d) If the other party fails to maintain the insurances required under this Agreement and fails to remedy such breach within a period of ten (10) days.

16.3

Termination effected by a party under this Clause shall not affect any other rights or remedies of such party under the law or otherwise.

16.4

Notwithstanding (early) termination, each party shall fulfil all obligations accrued under the Agreement prior to the time the termination becomes effective.

17 Assignment and subcontracting

17.1

Buyer may not assign its rights or transfer its obligations under the Agreement, in respect of any Location, in whole or in part, without prior written consent of Seller. Seller will act reasonably in deciding whether to grant its consent.

17.2

Seller may, without prior consent of Buyer, assign its rights or transfer, delegate or subcontract the performance of its obligations under the Agreement in whole or in part to its Affiliates, Service Providers or to a third party. Annex to Schedule 1 contains a non-exhaustive list of such Affiliates. Service Providers and/or third parties, which list may be updated from time to time by Seller at its discretion. Except for an assignment or delegation hereunder to any successor in interest to Seller’s business at a Location, Seller shall be jointly and severally liable for the performance by the Affiliate, Service Providers and/or such third party only as specifically referenced in this Clause 17.2, of the Agreement and Seller shall continue to benefit from the indemnities, limitations and exclusions of liability granted by Buyer in the Agreement.

17.3

If Seller assigns, transfers, delegates or subcontracts its rights or obligations under this Agreement, Clause 17.2 shall apply to such transferee, delegate or subcontractor as if it were Seller.

18 Non-waiver

No failure or delay of any party (including their employees and Service Providers) to exercise any right or power under the Agreement or at law shall operate as a waiver thereof, except as provided in the Agreement, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power under the Agreement, and no waiver of any party of any provision or part of any provision of the Agreement shall be binding unless expressly confirmed in writing.

19 Non-disclosure

The information contained in the Agreement is confidential between the parties. Either party may only disclose such information to any person outside its own organisation, its Affiliates or Service Providers to the extent necessary to perform the Agreement and upon the prior written consent of the other party being obtained, which consent shall not unreasonably be withheld. However:

(a) each party is allowed to disclose information to any governmental or supranational authority to the extent disclosure is legally compulsory;

(b) the Buyer is allowed to disclose information of any findings resulting from any audit, investigation or inspection conducted under this Agreement to members and directors of IATA, IFQP, JIG and other fuel quality organizations the Buyer may be a member of, where such findings relate to a safety of flight issue for the Buyer and/or other aircraft operators; and

(c) the Seller is allowed to disclose the Agreement (including any Location Agreement incorporated herein) and any invoice issued hereunder to financial institutions in connection with any finance, securitisation or bank funding arrangements provided that such financial institutions and their representatives have agreed to maintain the confidentiality of the information disclosed by Seller.

20 Notices

20.1

Notices under this Agreement shall be made in writing (including email) and shall be deemed duly given only when delivered to the other party at the address stated in Schedule 2 (Administrative Arrangements) of the Framework Fuel Supply Agreement.

20.2

In proving the giving of a notice, it shall be sufficient to prove that delivery in person was made or that the envelope containing the notice was properly addressed and posted or that the email was properly addressed and transmitted, as the case may be. Upon request of a party, the other party will reconfirm the receipt of any notice.

20.3

Either party may amend such address by giving the other party not less than fifteen (15) days’ notice in writing.

21 Entire agreement

21.1

The Agreement contains all agreements, arrangements and stipulations between the parties in respect of the supply of Fuel for the Location(s) specified herein and supersede all prior agreements, arrangements and stipulations in respect of the same subject.

21.2

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

22 Severability

22.1

The provisions or part provisions of the Agreement are severable and the invalidity, illegality or unenforceability of any provision or part provision in the Agreement shall be deemed deleted and not affect the enforceability of all other provisions, which will remain valid and binding.

22.2

If any provision or part-provision of this Agreement is deemed deleted under the foregoing Clause, the parties shall negotiate in good faith to agree a replacement provision, that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23 Modifications

Unless otherwise stated in this Agreement, modifications or amendments to the Agreement are only valid when expressly agreed upon in writing.

24 Set-off and withholding

24.1

Seller may set off against payment for any amounts payable under the Agreement any sums held by Seller for the account of Buyer.

24.2

Buyer shall not set off any amounts payable under the Agreement against any other sums owed by Seller to Buyer and shall pay Seller all amounts payable under the Agreement in full without any set-off, deduction or withholding, notwithstanding any amount required by law to be withheld by the Buyer.

25 Third party rights

25.1

Any third party which is expressly granted a right under the Agreement can enforce that right under the Contracts (Rights of Third Parties) Act 1999 or equivalent legislation in relevant jurisdictions. Other than in respect of these express grants of rights, the application of the Contracts (Rights of Third Parties) Act 1999 or relevant jurisdictional equivalent, is excluded from the Agreement.

25.2

Notwithstanding Clause 25.1 above, the parties may agree to vary the Agreement without notice to or the consent of any third party.

26 Continuing Obligations

The parties do not intend to create a continuing obligation to buy, sell or exchange petroleum products other than as specified in the Agreement. Accordingly, each party expressly waives any rights it may have under any existing government regulations to insist upon the continued purchase, sale or exchange of petroleum products provided in the Agreement.

27 Official vesion

These General Terms and Conditions and the Agreement shall be executed in the English language and the English language will be the only official language. Translations in any other language may be made for convenience purposes, but those translations shall in no event limit, alter, interpret, define or amend the contents of the English version of the General Terms and Conditions or the Agreement.

28 Health, safety and the environment

28.1

Each of the Buyer and Seller shall, and shall procure that each of their respective Affiliates, employees and Services Providers shall, comply with:

(d) the recommendations relating to the handling and use of Fuel contained in safety data sheets set out at Schedule 2 (as amended or substituted from time to time by Seller);

(e) all relevant health, safety and environmental laws, regulations and government recommendations applicable in any jurisdiction in which Buyer receives Fuel delivered under the Agreement; and

(f) all applicable airport rules and regulations at each Location, including in respect to safe driving and use of vehicles. A clear unobstructed exit path for fuelling vehicles is to be left throughout the fuelling operation.

28.2

Seller shall not be responsible for any loss, damage or injury resulting from any hazards which are inherent in the nature of the Fuel it delivers.

28.3

Buyer shall co-operate with Seller, its Affiliates, employees and its Service Providers in respect of all safety measures. Without limiting the generality of the foregoing Buyer shall ensure that:

(a) all care and practicable precautions are taken for the purpose of preventing the exposure of any person or property to any hazard relating to the delivery and receipt of Fuel hereunder;

(b) no maintenance work or operation of equipment which may create a source of ignition is carried out in the vicinity of any delivery or removal of Fuel; and

(c) for any of Buyer’s Aircraft that require overwing fuelling, such aircraft must display appropriate Fuel grade identification decals.

28.4

If Buyer fails to co-operate in any respect with the above requirements, or Seller reasonably believes there to be a material health, safety or environmental issue which justifies withholding delivery of Fuel, Seller may in its absolute discretion cease or suspend delivery or removal and any exercise or forbearance in exercising such discretion shall be without prejudice to any other rights of Seller.

29 Anti-corruption and trade laws

29.1

In connection with this Agreement, Seller and Buyer independently represent, warrant, and covenant as follows:

(a) It has complied and shall comply with applicable anti-bribery and anti-money laundering laws specifically including the laws of the United Kingdom (such as the Bribery Act 2010), and the laws of the United States of America (such as the Foreign Corrupt Practices Act of 1977), and all successor legislation.

(b) It and its respective owners, officers, directors, employees, and Service Providers have not and shall not offer, give, promise to give, authorize giving, solicit, accept or agree to accept; to or from any person (including Public Officials and private individuals); directly or indirectly; anything of value (monetary or nonmonetary, without limitation); in order to obtain, influence, induce, or reward any improper advantage.

(d) It has complied and shall comply with the U.K. Criminal Finances Act of 2017.

(e) It is not a Restricted Party.

(f) It has complied and shall comply with Trade Laws.

(g) It has in place and shall maintain policies and procedures designed to ensure compliance with anti-bribery laws, anti-money laundering laws, and Trade Laws including due diligence to ensure that the end use and/or end user of the Fuel is not prohibited by Trade Laws. Without limiting the generality of the foregoing, where Buyer is not itself the end user of the Fuel, and the Delivery Point is Into-Wing with Into-Plane Services, Buyer shall comply with the procedure specified in paragraph 5 of Schedule 2 (Administrative Arrangements), prior to each delivery of Fuel into Buyer’s Aircraft, in order to verify that the end use and/or end user of the Fuel is not prohibited by Trade Laws.

(h) Notwithstanding provisions to the contrary, if a Party reasonably believes in good faith that the other Party has breached the provisions within this Clause, or that such breach is imminent, the non-breaching Party shall have the right to suspend or terminate this agreement upon notice to the breaching Party. Upon termination, the breaching Party shall not be entitled to claim compensation or any further remuneration, regardless of any activities before termination.

29.2

No Party shall be obliged to perform any of its obligations under this Agreement, to the extent that:

(a) such performance is in violation of, or inconsistent with, any Trade Laws or will or could result in the imposition of any adverse measures against such Party of any of its Affiliates; or

(b) such obligations cannot be performed without directly or indirectly requiring any action by any Party or Affiliate or their individual employees in violation of or inconsistent with any Trade Laws or will or could result in the imposition of any adverse measures against any such person or entity.

29.3

In compliance with all relevant laws, Seller (or its Affiliates) may hold and process Personal Data about the Buyer and/or the Buyer’s Representatives in order to satisfy its obligations under this Agreement or as required by law. Seller may hold the personal data in Seller’s or its Affiliate’s systems which, may be situated outside of the European Economic Area or other relevant jurisdictions and which may be accessed by other Seller Affiliates, joint ventures or third party sub-contractors or agents to satisfy obligations under the Agreement or as required by law. Seller may send the Buyer marketing communications in line with the Buyer’s expressed marketing preferences.

30 Managed price physical sales

This Clause only applies where Seller has agreed in the Location Agreement to sell Fuel to Buyer at a Fixed Price, Maximum Price or Minimum Price (or any combination of these concepts). If this is not the case, please ignore this Clause.

30.1

Additional definitions

In addition to the definitions set out in Clause 1, the following capitalised words have the following meanings when used in this Clause 30:

“Agreed Volume” means the aggregate amount of Fuel stated in Appendix 1 of the Location Agreement which the parties have agreed will be part of a Managed Price Physical Sale at a Location and/or Location Group during the Term, or a target aggregate amount of Fuel stated in Appendix 1A of the Location Agreement, as the case may be (as each are amended from time to time);

“Delivery Period” means a period within the Term, as stated in Appendix 1 or Appendix 1A of the Location Agreement, as the case may be (as each are amended from time to time);

“Fixed Price” means a fixed price per unit of Fuel which the parties specify in Appendix 1 of the Location Agreement, or a target fixed price per unit of Fuel which the parties specify in Appendix 1A of the Location Agreement, as the case may be (as each are amended from time to time) and which they specifically note is a Fixed Price in the relevant Appendix;

“Location Group” means each group of Locations:

(a) where the volume commitment can be shared across those Locations;

(b) which use the same Price Reference; and

“Managed Price Physical Sale” is an arrangement where Seller has agreed to sell Fuel to Buyer at a Fixed Price, or with a Maximum Price or Minimum Price (or any combination of these concepts);

“Minimum Price” means the maximum price for Fuel within an Agreed Volume, as stated in Appendix 1 of the Location Agreement, or a target maximum price for Fuel within an Agreed Volume which the parties specify in Appendix 1A of the Location Agreement, as the case may be (as each are amended from time to time);

“Minimum Price” means the minimum price for Fuel within an Agreed Volume, as stated in Appendix 1 of the Location Agreement, or a target minimum price for Fuel within an Agreed Volume which the parties specify in Appendix 1A of the Location Agreement, as the case may be (as each are amended from time to time); and

“Term” means the period expressed in Appendix 1 of the Location Agreement, or the period requested by the Buyer in Appendix 1A of the Location Agreement, as the duration of the Managed Price Physical Sale arrangement (as each are amended from time to time).

30.2

Application of this Clause

During the Term, this Clause 30 applies in relation to the sale of the Agreed Volume and takes precedence over any other provision in these General Terms and Conditions.

30.3

Managed Price Physical Sales

(a) Where a Managed Price Physical Sale is agreed, then in respect of each delivery of Fuel from the Agreed Volume the Price shall be determined as set out in Table A below.

Table A

Agreed pricing approach	Price payable
Fixed Price	The Differential plus the Fixed Price
Maximum Price	The Differential plus the Price Reference (but if the Price Reference increases above the Maximum Price, the Maximum Price will be used instead)
Minimum Price	The Differential plus the Price Reference (but if the Price Reference drops below the Minimum Price, the Minimum Price will be used instead)
Minimum Price and Maximum Price	The Differential plus the Price Reference (but if the Price Reference drops below the Minimum Price, the Minimum Price will be used instead and if it increases above the Maximum Price, the Maximum Price will be used instead)

(b) Where, in addition to one of the pricing approaches set out in Table A, the Location Agreement also specifies the Price Reference and Differential that will be used without any limits or modification during the Delivery Period, then during that Delivery Period:

(i) the pricing approach set out in Table A will apply to the Agreed Volume; and

(ii) the Price Reference plus Differential will apply to any volume bought by Buyer in excess of the Agreed Volume.

(c) To work out the applicable Price, each delivery will be deemed to have been purchased at the time delivery is completed (local time at the place of the delivery). Seller shall allocate deliveries of Fuel between the Agreed Volume and any excess volume approximately but not necessarily exactly on a chronological basis, in accordance with Seller's delivery data processing procedures. Deliveries in respect of Managed Price Physical Sales shall take priority over all other deliveries in Appendix 1 of the Location Agreement (as amended from time to time) and all deliveries in respect of Managed Price Physical Sales shall be completed in the order such deliveries have been confirmed pursuant to the Agreement.

(d) If no Differential is stated for the Agreed Volume, the Differential shall be the same as the Differential for volume in excess of the Agreed Volume.

(e) Buyer acknowledges that Seller and its Affiliates enter into hedging arrangements to be able to offer the Agreed Volume on Managed Price Physical Sale terms. If Buyer for any reason (including any Force Majeure Event) fails to purchase the Agreed Volume during the Term, or Buyer properly terminates the Agreement early other than for cause under Clause 16.2, then Buyer shall indemnify Seller and its Affiliates for any Claims that it or they may suffer under any of the hedging arrangements that it or they have entered or are committed to enter into in connection with the supply of the Agreed Volume to Buyer and its Affiliates, including without limitation any hedge break costs. The indemnity in this Clause 30.3 (e) shall not apply to the extent Buyer's failure to purchase the Agreed Volume during the Term is due to Seller being unable to supply the Agreed Volume to Buyer.

(f) Buyer warrants that it has used its own judgment in deciding to enter into the Agreement and is not relying on any communication (written or oral) from Seller or any of Seller's Affiliates as investment advice or as a recommendation to enter into the Agreement. Buyer understands that no communication (written or oral) received from Seller or any of Seller's Affiliates will be deemed to be an assurance or guarantee as to the expected results of the Agreement, nor any transaction entered into as a result of the Agreement.

(g) Buyer warrants, undertakes and confirms that all Buyer Representatives who communicate with Seller and its representatives have the authority to bind Buyer to all terms to be agreed by email or on any conference calls held in respect of Managed Price Physical Sales pursuant to the Agreement.

(h) To the extent permitted by applicable law, the parties:

(i) consent to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with the Agreement or any transaction or potential transaction;

(ii) agree to obtain any necessary consent of, and give any necessary notice of such recording to, the relevant personnel;

(iii) agree that recordings may be submitted in evidence in any proceedings in connection with the Agreement; and

(iv) acknowledge and consent that Seller may from time to time and without further notice:

(a) retain electronic transmissions (including telephone conversations, email and instant messaging between the parties’ representatives in connection with the Agreement, any potential transaction and any transaction, or other commercial matters between the parties) on central and local databases for Seller's legitimate purposes; and

(b) monitor electronic transmissions through Seller's internal and external networks for purposes of security and compliance with applicable laws, regulations and internal policies for legitimate business purposes.

31 Digital Fuelling Services

30.4

In certain Location(s), Seller may provide, procure the provision of or make available, digital or electronic data capture platform(s), which enable amongst others, facilitating real time information sharing between the Seller’s Deliverer and the Buyer (or Buyer’s representative). Buyer and Seller may agree a service fee, for the provision of digital fuelling services. All rights in the delivery docket and data associated with the fuelling process, shall remain vested in Seller to enable Seller’s or Deliverer’s undertaking of its fuelling obligations under this Agreement either by itself of through third party service providers.

30.5

The Seller and Buyer agree that the provisions of Clause 19 (Non-Disclosure) shall be fully applicable, to these digital fuelling arrangements.