1. INTRODUCTION

SAS Stuttgart Aviation Service GmbH, hereafter referred to as SAS, a limited liability company incorporated under the laws of Germany, having its registered office at Airport Stuttgart, General Aviation Terminal, Flughafenstraße,

70629 Stuttgart, Germany (SAS), offers handling and FBO services as set out in its price lists (as amended from time to time, the Price Lists) at its facilities at Stuttgart.

The Customer wishes to procure handling and FBO services from SAS at the Facilities from time to time.

These Terms and Conditions govern the provision of services by SAS. Any terms and conditions of the Customer, whether or not contradictory to these Terms and Conditions, shall not apply to the provision of services by SAS, unless such terms and conditions have been agreed in writing by authorized signatories of SAS.

SAS may modify these Terms and Conditions at any time without prior approval of the Customer. The modified Terms and Conditions shall become effective for the next following service request placed by the Customer with SAS.

Any amendment to the applicable Terms and Conditions must be in writing and signed by authorized signatories of SAS.

2. PROVISION OF SERVICES

2.1 SAS Services

SAS shall provide, or arrange for, the services upon request of the Customer. SAS, acting reasonably, shall be entitled to accept service requests from any person purporting to act on behalf of the Customer, including the crew, as service requests of the Customer.

The Customer shall submit its service request, and any variations thereof, in written to SAS via e-mail or fax, with as much prior notice of the aircraft’s arrival / departure as possible. In case of lack of capacity to provide the services at the time communicated by the Customer, SAS will inform the Customer immediately after receipt of the request.

2.2 Customer’s Third-Party Contractors

If the Customer appoints any third party to perform services at any of the Facilities or deliver goods to any of the Facilities, it shall be the Customer’s responsibility to procure access to the aircraft, ensuring compliance with all applicable access, security and safety requirements.

3. PRICE AND EXPENSES

For the services, the Customer shall pay to SAS the prices set out in the applicable Price List, plus VAT if applicable. SAS may amend the Price Lists from time to time at its sole discretion.

On third party services commissioned by SAS for the Customer, the Customer shall pay a disbursement fee as set out in the applicable Price List.

In addition, the Customer shall reimburse to SAS all expenses and disbursements incurred by SAS in connection with the provision of the services, including airport fees and charges and taxes. In case a service request is cancelled before the complete service is provided, the Customer will only reimburse such expenses and disbursement that had been caused beyond recall an administrative charge as well of 12 % of the prices of the cancelled services plus VAT thereto.  

For handling services provided outside normal operating hours (daily from 6.00am to 22.00pm German time), on Sundays or bank holidays, SAS will charge a 25% surcharge on the handling price. Also a 25% surcharge is applicable for a ground time of more than 4 hours. At peak times and major events, SAS reserves the right to increase the basic handling prices and applicable price list. 

4. INVOICING AND PAYMENT

SAS shall invoice the Customer for all amounts payable by the Customer hereunder. Invoices for expenses, disbursements and charges shall be accompanied by reasonable documentation.

The Customer shall pay each invoice within 7 days of the invoice date, in the currency specified therein and without deduction, withholding, set off or counterclaim.

5. REMEDIES IN SASE OF LATE PAYMENT

If the Customer fails to pay an invoice within the time specified herein, SAS may charge default interest of 12% per annum on the full invoice amount without further notice.

In addition, SAS may at its sole discretion, and without prejudice to its other rights and remedies hereunder and under applicable law, request prepayment for services and goods, or payment via credit card and/or suspend the provision of services until full payment is received. The same shall apply in case SAS has any indication to doubt the Customer’s ability to meet financial obligations in general.

SAS shall have a retention right on all assets left by the Customer at the Facilities at any time as a security to cover amounts due and payable by the Customer to SAS.

6. LIABILITY AND INDEMNITY

6.1 Limitation of Liability

Unless otherwise provided by mandatory law, SAS shall be liable for its and its employees‘ gross negligence and wilful misconduct only.

To the extent permitted by applicable law SAS’s liability for any consequential and indirect damages and losses (including but not limited to damages and losses resulting from delays, loss of use, loss of profits, loss of revenue or increased costs and punitive damages), whether based on contract or tort, shall be excluded and the Customer hereby waives any rights it may have to claim any such damages and losses from SAS.

SAS accepts no liability for third party service providers (whether retained by SAS or the Customer) and their services nor for goods obtained from a third party and the Customer hereby waives any rights it may have to hold SAS liable for such service providers, services and goods. 

Any property placed by the Customer in SAS’s possession for any purpose whatsoever shall be entirely at the Customer’s risk and SAS does not accept any responsibility in respect thereof nor for any loss or damage in respect thereto unless caused by the gross negligence or wilful misconduct of SAS.

SAS shall not be liable for any failure to perform, or delay in performing services if such failure or delay is caused by or arising from force majeure or any other cause beyond its reasonable control.

6.2 Indemnity

The Customer shall indemnify SAS for, and hold SAS harmless from, all claims asserted, and actions and proceedings instituted, by third parties against SAS in relation to the Customer’s aircraft or services provided by SAS in relation to said aircraft, except to the extent that any such claim or action is based on SAS’s gross negligence or wilful misconduct.

7. INSURANCE

SAS has taken out and will maintain premises, products liability insurances to provide adequate cover for SAS’s potential liabilities hereunder.

The Customer confirms that it has taken out insurance covering the aircraft and any other assets and equipment brought to the Facilities, in accordance with industry standards, in particular all risks (including war risks) in respect of the hull of the aircraft while flying and on the ground, and third party and passenger liability insurances.

8. CONFIDENTIALITY

Neither SAS nor the Customer shall disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except in so far as may be necessary for either party to carry out its obligations hereunder, or if required by applicable law or order of a competent authority.

No party shall use the other party’s confidential information for any purpose other than to perform its respective obligations.

9. APPLICABLE LAW AND JURISDICTION

These Terms and Conditions shall be subject to German law, excluding its conflicts of law’s provisions.

The competent court at the registered seat of SAS shall have exclusive jurisdiction.

10. PERSONAL DATA

The company will process the personal data of the customer, as data controller, only for the purposes of carrying out and invoicing for work and services, and for marketing activities, including online advertising (any such marketing communication from the company will contain an “unsubscribe” option).

The crew members’ and passengers‘ personal data will be processed by the company acting as data processor of the customer, and only for the purposes of delivering the services requested by the customer, including assistance with immigration and customs formalities, performing the company’s obligations under applicable law or regulations or complying with documented instructions of the customer.

The company may be obliged to disclose the customer’s, crew members’ and passengers‘ personal data to Governments, regulatory authorities or law enforcement agencies (such as customs, immigration, tax, etc.) or airport authorities of the country where the company is based.

Customer’s personal data may be shared by the company with other members of its group for the sole purpose of delivering the services or managing the relationship with customer and always in accordance with the applicable data privacy law. The customer’s, the crew members’ and the passengers’ personal data may also be disclosed to the company’s suppliers and subcontractors only to fulfil the purposes mentioned in the first two paragraphs of this clause 10.

The customer hereby expressly acknowledges and accepts that in order to provide certain services (arrangement of catering services, organization of medical assistance in emergency situations etc.) the company may need to process and disclose special categories of personal data. Such personal data is used solely for the purpose of the provision of certain services. The customer hereby represents and warrants to the company that (i) the passengers and/or the crew members have consented to the processing of such personal data to the extent necessary to provide the services, (ii) such consent is valid and documented, and (iii) the customer can provide a copy of such consent to the company at any time at the latter’s request.

The company undertakes to assist the customer at the latter’s costs and to the best of its ability (i) in case of query by data subjects to exercise their rights under applicable data protection law, (iii) on any request for information by the customer on the processing of personal data by the company and their conditions, (iii) on any query, inspection or audit by the competent data protection authorities.

The processing of certain personal data on the customer, the crew members and the passengers may be mandatory or necessary for carrying out or invoicing the services. Any exercise by the customer, the crew members and/or the passengers of their rights under applicable data protection law may entail an impossibility for the company to continue processing personal data required for the above purposes, which may result in lack of access to certain services requested or cancellation of such services, which may entail cancellation fees for the customer (as set out in the applicable Services & Price List).

The company will keep personal data for as long as needed for the purposes they are being processed for, and as long as there is a legal (including for certain data the 10-year standard legal hold retention obligation applicable to the company) or business need for it to be retained.

The customer shall indemnify and hold the company harmless against all costs, expenses (including legal expenses), damages, losses (including loss of business or loss of profits), liabilities, demands, claims, actions or proceedings, which the company may incur arising out of: (i) the company’s compliance with any instruction given by the customer to the company in relation to the processing of personal data (including personal data of passengers); or (ii) any breach by the customer of this clause 10.