The following terms and conditions apply to the Contract and any request for the supply of Ramp Services received by Serco from the Customer from time to time unless otherwise agreed in writing.
These terms shall take precedence over any terms and conditions of the Customer, whether attached to, enclosed with or referred to in any purchase order of the Customer or elsewhere. They may not be varied except by written agreement between Serco and the Customer.
Terms and Conditions
In these terms and conditions the following words shall have the meanings given in this clause:
“Aircraft” shall meanany aircraft in respect of which Serco is required to provide Ramp Services pursuant to this Contract;
“Customer” shall meanthe person, firm or company requesting Ramp Services;
“Customer Request” shall mean a request made to Serco by a Customer to provide Ramp Services that is confirmed in writing or by email to the Customer Request Address. Whenever reasonably possible Customer shall give at least forty eight (48) hours notice when requesting Ramp Services and Serco reserve the right to refuse requests given at very short notice that is to say less than twenty four (24) hours;
“Customer Request Address” shall mean the email address: Bznfirstname.lastname@example.org;
“Contract” shall meanthe contract consisting of these terms and conditions and schedule/s hereto and brought into effect by the earlier of (i) a Customer Request confirmed as accepted by Serco in writing or by email or (ii) Serco commencing the provision of Ramp Services. This contract shall unless terminated earlier, terminate upon completion of the Ramp Services. Notwithstanding clauses 3 and 4 shall survive termination of this contract;
“Disbursements” shall meanany costs or expenses properly incurred by Serco on behalf of the Customer in connection with the provision of the Ramp Services under the Contract;
“Ramp Charges” shall meanthe fee to be charged by Serco for Ramp Services and specified in the list of Ramp Charges published by Serco from time to time and available on request or as otherwise agreed;
“Serco”' shall meanSerco Limited whose registered address is at Serco House, 16 Bartley Wood Business Park, Hook, Hampshire, RG27 9UY a company registered in England number 0242246;
“Site” shall means RAF Brize Norton;
“Ramp Services” shall meanthe aircraft Ramp services available each Working Day which may be requested from Serco under this Contract, described in brief and without limitation in Schedule 1 to this Contract;
“Working Day/s” shall mean 365/366 (Leap year) days per year;
“Working Hours” shall mean 24 hours per Working Day.
2. Serco's obligations
2.1. Serco will use its reasonable care and skill in the provision of the Ramp Services and discharge its obligations in accordance with its own established internal procedures
3. The Customer's obligations, warranty and indemnity
3.1. The Customer shall supply Serco in a timely manner with all necessary information, documentation and instructions to enable Serco to perform the Ramp Services properly.
3.2. The Customer shall reimburse Serco in respect of all Disbursements incurred in connection with the provision of Ramp Services.
3.3. The Customer warrants to Serco that it maintains on risk aircraft third party, passenger, baggage, cargo and general third party legal liability insurance and employers liability insurance to a combined single limit of Ten million GBP (£10m).
3.4. The Customer shall indemnify Serco against any loss, claim, demand or damage (including legal and other costs) made by a third party in connection with the provision of Ramp Services and arising from the Customers negligence or wilful misconduct.
4. Ramp Charges and Disbursements
4.1. The Customer shall pay the Ramp Charges and Disbursements within fourteen (14) days of the date of Serco's invoice. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Serco within fourteen (14) days, Serco may charge the Customer interest at 8% per year above the base rate of HSBC plc from time to time accruing daily and compounded annually on every invoice overdue for payment calculated from the date of the invoice until the date of payment whether before or after judgment, and may suspend all of its obligations hereunder until payment has been made in full.
4.2. Where Customer has failed to make payment of outstanding Ramp Charges and/or Disbursements within sixty (60) days from the due date of payment Serco reserve the right to refuse to accept future Ramp Services requests from that Customer until such outstanding sums have been settled.
4.3. All charges shall be payable in pounds sterling, unless pre-agreed in writing by Serco.
5.1. Nothing in these terms and conditions shall exclude or restrict Serco's liability for death or personal injury resulting from its negligence, liability for fraudulent misrepresentation, any breach of any obligations implied by the Sales of Goods Act 1979 as amended by the Sales of Goods and Supply of Services Act 1982 or any other liability which cannot be excluded or limited under applicable law.
5.2. Subject to this clause 5.1:
5.2.1. Serco's total liability to the Customer in respect of any physical damage to the Customer's Aircraft arising under contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to one million GBP (£1m);
5.2.2. Serco's total liability to the Customer in respect of any claim arising under contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to Serco's charges for the Ramp Services shall in no event exceed the aggregate total of charges payable by the Customer under this contract at the date of the claim.
5.3. Serco shall not be liable in any way in respect of any failure, delay or defect in the supply of the Ramp Services caused by any act or omission of the Customer or by any third party; and
5.4. In no event will Serco be liable to the Customer for (a) economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description howsoever caused; and/or (b) indirect or consequential loss or damage.
5.5. All warranties, conditions and other terms implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are hereby excluded from the Contract to the fullest extent permitted by law.
6.1. The Customer may cancel the Ramp Services without charge by providing written notice to Serco at least 48 hours before the Ramp Services are due to delivered. In the event that the Customer wishes to cancel in full or in part less than 48 hours before the Services are due to be delivered, Serco reserves the right to levy a cancellation charge of up to 100% of the Ramp Charges which were due which shall become payable in accordance with clause 4 above.
6.2. Where Customer makes changes to the requested Ramp Services including and without limitation changes to; hotel bookings, catering requirements or taxi services ordered, for which Serco becomes liable to pay additional costs Serco shall be entitled to charge Customer for any such additional costs reasonably incurred in affecting those changes.
7. Matters beyond Serco's reasonable control
7.1. Serco is not liable for any breach of this Contract caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving Serco's employees), weather of exceptional severity, unavoidable hardware or software failures, or acts of local or central government or other authorities.
7.2. Provision of Ramp Services shall at all times be subject to priorities as set by the Site operational requirements/status.
8. Security and health and safety
8.1. Customer, Customer customers, agents or personnel shall comply at all times whilst on the Site with any applicable safety and/or health and safety legislation or procedures in place at the Site and shall comply immediately with any instruction relating to the same issued by Serco of RAF personnel.
9.1. If any provision of this Contract is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Contract and the remainder of the provision in question shall not be affected.
9.2. Serco and customer acknowledge and agree that this Contract does not constitute, create or give effect to a joint venture, pooling arrangement principal/ agency relationship, partnership or formal business organisation of any kind and neither Serco nor Customer will have the right to bind the other without the other’s express prior written consent.
9.3. No failure or omission of Serco to enforce or observe any provision of this Contract, or the failure of Serco to exercise any right or remedy to which it is entitled hereunder, will constitute a waiver thereof and will not cause a diminution of the obligations established by this Contract.
9.4. This Contract is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard.
9.5. Unless expressly provided in this Contract, no term of this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
9.6. This Contract shall be governed by and construed in accordance with English law.
9.7. In the event of any dispute arising between the parties in connection with this Contract which cannot be resolved by the parties immediate representatives, senior representatives of the parties will, within ten (10) days of a written request from either party to the other, meet in good faith to attempt to resolve the dispute without recourse to legal proceedings, failing which this Contract is subject to the exclusive jurisdiction of the Courts of England and to which both parties hereby submit.