Terms & Conditions

ELALTECH_TERMSANDCONDITIONS_220712

Standard Terms and Conditions for Maintenance Services Performed by
EL AL Israel Airlines Ltd.
Definitions
The following terms, expressions and abbreviations used in these Standard Terms and Conditions shall have the following meanings:
Airworthiness An aircraft or Component is airworthy if it conforms with the applicable approved type, i.e. if it complies with the valid type certificate data sheet and if the maintenance was carried out in accordance with the applicable maintenance requirements and if the aircraft or Component was released to service.
Certificate of Release to Service The issuance of a Certificate of Release to Service by the maintenance organization approved by the applicable authority confirming, unless otherwise specified, that the Maintenance Service listed therein has been carried out in conformity with the applicable requirements (i.e. FAA 8130-3 requirements) by appropriate authorized personnel of the maintenance organization and in accordance with the applicable IPM – Inspection Procedures Manual, and that the Maintenance Object has been released to service.
Components Devices, modules or individual parts of an aircraft, including engine or flight equipment or emergency equipment. They are always identified by a part number in the maintenance or operational documents issued by the respective aircraft or component design organization.
Client A Person that concludes or intends to conclude a Client Agreement.
Client’s Working Equipment Any technical equipment for use by EL AL to perform the Maintenance Service which the Client is obligated to provide to EL AL under the Service Agreement as specified in the Service Agreement.
Flight Hour Each hour that the aircraft is airborne.
EL AL EL AL Israel Airlines Ltd.
Maintenance Object Any aircraft or Component delivered to EL AL by the Client in relation to which the Maintenance Service is to be performed by EL AL.
Maintenance Service One or a combination of the following actions: overhaul, repair, inspection, testing, replacement, modification or rectification of an aircraft, an engine or a Component to be performed by EL AL as agreed in the Service Agreement.
Place of Performance Has the meaning set forth in Article 4.
Person A natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession, in accordance with the definition in Israeli law.
Service Agreement A contract or a Service Order between EL AL and the Client under which EL AL agrees to perform the Maintenance Service on one or more Maintenance Object(s) in return for payment by the Client.
Service Order A contract between EL AL and the Client under which EL AL agrees to perform the Maintenance Service on one or more Maintenance Object(s) in return for payment by the Client subject to internal regulations of EL AL.
Subcontractor Any Person other than employees of EL AL, engaged by EL AL to support EL AL in the performance of its obligations under the Service Agreement.
Vicarious Agents EL AL’s personnel and other persons, e. g. Subcontractors, whom EL AL assigns to support EL AL in the performance of its obligations under the Service Agreement.
1. Scope and Exclusive Validity of these Terms and Conditions
1.1 These Standard Terms and Conditions shall exclusively apply to all Service Agreements, unless EL AL expressly waives the applicability in written form, unless otherwise agreed.

2. Conclusion of Service Agreement
2.1 Any offer submitted by EL AL shall be non-binding.
2.2 Orders submitted by the Client are binding.
2.3 The Service Agreement is concluded once EL AL has submitted an order confirmation to Client in writing (letter, fax or e-mail).

3. Scope of Maintenance Service
3.1 The scope of any Maintenance Service requested shall be stated in the order placed by the Client and, if agreed, shall be confirmed in the order confirmation submitted by EL AL.
3.2 EL AL is entitled, without the prior consent of the Client, but at the Client’s expense, to perform additional services that EL AL may consider necessary for the proper performance of the Maintenance Service if (i) the Client’s prior consent cannot be obtained without causing a delay in the completion of the services and (ii) the price for the additional services does not exceed twenty percent of the value of the original order.
3.3 The Maintenance Service shall be performed by EL AL in accordance with EL AL Quality Management system Manuals and Procedures as approved by the Israeli Civil Aviation Authority (CAAI) unless otherwise instructed by the Client.
3.4 EL AL may subcontract Maintenance Service to any other FAA approved Maintenance facility.

4. Place of Performance
The Place of Performance of the Maintenance Service shall be EL AL's service facility site specified in the Service Agreement Should the Service Agreement specify no particular EL AL service facility, Place of Performance shall be the EL AL facility at which EL AL received the Maintenance Object or EL AL's facility in Ben Guiron Airport. In Case EL AL subcontracts a service such service shall be performed at the Subcontractor's facility.
5. Client’s Working Equipment
5.1 The Client shall supply EL AL with the Client’s Working Equipment and with any related documents (including without limitation all relevant instruction manuals and special documentation not at EL AL's disposal) and with all documents on the operation, maintenance and repair history of the Maintenance Object necessary for completing the Maintenance Service.
5.2 If the Client fails to supply EL AL with all documents as per Article 5.1 above or if such documents are incomprehensible or incomplete, EL AL is entitled to request that the Client supply any such documents, and any relevant undocumented information, within a reasonable period of time.
5.3 If the Client does not comply with the request according to Article 5.2 in due time, EL AL is entitled to terminate the Service Agreement immediately, effective as soon as it gives notice. In such circumstances, EL AL shall be entitled to payment for those parts of the Maintenance Service which it had already performed prior to giving such notice of termination.

6. Delivery
The delivery of each Maintenance Object and the Client’s Working Equipment to the Place of Performance of the Maintenance Service shall be at the Client’s risk and expense, unless otherwise agreed in the Service Agreement.
7. Redelivery Dates
7.1 Redelivery dates indicated by EL AL are provisional, non-binding, and shall serve as general information only unless they have been explicitly declared in writing as binding by a person authorized to represent EL AL.
7.2 If EL AL becomes aware that it is likely that redelivery will occur materially later than the date EL AL had indicated as a provisional, non-binding redelivery date, EL AL will promptly notify the Client.
7.3 In the event the redelivery date has not been explicitly declared as binding but such provisional, non-binding redelivery date has been exceeded, the Client may request EL AL to perform the Maintenance Service within a fixed period after the provisional, non-binding redelivery date, provided such period is a reasonable time in all the circumstances.

8. Redelivery
8.1 Redelivery of the Maintenance Object shall be effected ex works (EXW, Incoterms 2000) the Place of Performance excluding packing material.
8.2 No later than three business days after (i) EL AL has notified the Client that the Maintenance Service has been completed or (ii) the date of termination in the Service Agreement, the Client shall collect the Maintenance Object at the Place of Performance.
8.3 If the Client fails to comply with Article 8.2 within one week after having received notice, the Client shall compensate EL AL for any expenses it incurs in connection with the storage of the Maintenance Object. The compensation shall include a fee of USD 100.00 per day, notwithstanding any further claims for damages and for compensation of expenses, unless Client can prove that EL AL’s actual damage is smaller than this amount.
8.4 Client may request that EL AL supports Client in arranging for shipment of the Maintenance Object to another place as the one specified in Article 8.1 above. Any shipment arrangements made by EL AL shall be in the name and on behalf of Client.

9. Warranty
9.1 The warranty period for the Maintenance Service is three months from the date of redelivery, alternatively three hundred Flight Hours of the Maintenance Object after redelivery, whichever is earlier.
9.2 All warranty claims against EL AL for any defect will be excluded if the underlying defect has not been communicated by the Client to EL AL, within 7 days after the discovery of the defect. Once EL AL has been notified of the defect, EL AL may request a detailed written report specifying the occurrence, extent and possible causes of the defect. Should EL AL receive such a written report not within 30 days after the request has been received by the Client, all warranty claims related to the defect will be null and void.
9.3 Warranty claims against EL AL shall be excluded in respect of defects of parts or materials which are not stored, handled or operated by the Client in accordance with the manufacturer’s recommendations.
9.4 EL AL shall not be liable for any defect of parts or materials of the Maintenance Object if it has been altered, overhauled or repaired during the warranty period by others than EL AL or its Vicarious Agents. Further, EL AL shall not be liable for any defects of parts or materials which have been tampered with by others than EL AL or its Vicarious Agents, which have suffered a so-called Foreign Object Damage“ (FOD) or which were damaged by the elements or similar external influences, excluding normal wear and tear. Articles 9.1 and 9.2 shall not apply to a possible claim for damages. Articles 9.1 and 9.2 shall also not apply if EL AL has concealed the defect maliciously or has given a written durability guarantee or warranted properties.
9.5 Articles 9.1, 9.2, 9.3 and 9.4 shall not affect any other limitations of EL AL’s liability, or restrictions of the Client’s rights and claims against EL AL in these Standard Terms and Conditions and/or under applicable law.

10. Limitation of Liability for Compensatory Damages and Indemnification:
10.1 in case of minor negligence from the part of EL AL, its statutory representatives and Vicarious Agents, under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether EL AL has been advised of the possibility of such damages EL AL’s liability for such damages shall be excluded, provided the liability does not concern any material contractual obligations, damages arising from injury to life, limb or health or from violation of a guarantee and as far as there are no claims under the Product Liability Act.
10.2 To the extent EL AL is liable in accordance with Article 10.1, EL AL’s liability shall be further limited as follows: EL AL shall not be liable to damages which are not typical for Maintenance Services of the kind constituting the Maintenance Service under the relevant Service Agreement and which are neither based upon a violation of a guarantee, nor upon willful misconduct (or upon willful misconduct of EL AL’s statutory representatives or its Vicarious Agents), nor are caused by injury to life, limb or health, nor are damages to be compensated in accordance with the Product Liability Act. Any compensation shall be limited to the payments under the Service Agreement.

In accordance with the limitation of liabilities stipulated in article 10, The Client will indemnify and hold harmless EL AL, its directors, officers, employees, agents and Subcontractors from and against all claims of third parties related to damages, loss, injury or death unless such damage, loss, injury or death is caused by the gross negligence or the willful misconduct of EL AL, or its Vicarious agents.
11. Insurance
11.1 The Client agrees to obtain and maintain in full force during the term of the Service Agreement the following insurances:
11.2 Hull All Risks Insurance as well as an All Risk Property Insurance including war risks containing a waiver of subrogation in favour of EL AL, its personnel and its Subcontractors.
11.3 Comprehensive Airline Legal Liability Insurance including aircraft third party, passenger and war risk liability with a combined single limit and naming EL AL, its personnel and its Subcontractors as additional insured parties.
11.4 The Client will provide EL AL within 7 days from El Al's request, with a certificate of insurance evidencing the above coverages as mentioned in Article 11.1.
11.5 If the Client has ordered the Maintenance Service from EL AL on behalf of a third party, the Client shall procure that such third party obtains and maintains and provide upon El AL's request provide certificates evidencing the insurances coverages specified according to Article 11.1.

12. Payments and Tax
12.1 Client shall pay the total amount specified in the quotation or in the Service Agreement prior to the delivery unless otherwise agreed between the parties.
12.2 EL AL shall issue an additional invoice after redelivery of the Maintenance Object for any additional Maintenance Service according to Article 8 and Client shall pay immediately and no later then three business days from receipt of EL AL’s invoice.
12.3 Client agrees that any dispute with regard to a payment obligation and any claim for reimbursement shall be made within 14 days after the payment of the invoice as per Article 12.2. Client shall be precluded with any disputes or claims not made within this period.
12.4 Client shall make payment in ILS or USD. Any payment made in any currency other than the contractually agreed currency shall be exchanged at the exchange rate on the date the payment is valued to EL AL’s account. Client remains liable for any shortfall to the amount owed resulting from such exchange.
12.5 The payments shall be made to EL AL's bank account to be specified by EL AL from time to time.
12.6 The Client shall not be entitled to set off any claims against EL AL’s claims, unless such claims are determined in its favour by the final decision of a competent court or are undisputed. The Client may only exercise a right of retention if its counterclaim has been determined in its favour by the final decision of a competent court or is undisputed.
12.7 All prices are exclusive of any value added tax or similar tax on value or turnover payable in respect thereof, which tax, if any, will be payable by Client in addition thereto and at the same time. All payments made by the Client shall be made gross without any tax deductions or withholdings of a similar nature.
12.8 If Client is required by law outside of Israel to make any deduction or withholding from any payment hereunder, it shall do so and the sum due from the Client in respect of such payment will be increased to the extent necessary to ensure that, after the making of such deduction or withholding, EL AL receives and retains (free of any liability in respect of any such deduction or withholding) a net sum equal to the sum it would have received and retained had no deduction or withholding been required to be made.

13. Reservation of Property Rights
Title to all Material supplied by EL AL under the Service Agreement shall remain with EL AL until complete payment of all amounts due under the Service Agreement.
14. Lien and Right of Retention
14.1 In the event that Client fails to comply with its payment obligations under the Service Agreement, EL AL has by virtue of the Maintenance Service performed a contractual right of retention and a contractual lien with respect to the Maintenance Object in its custody as well as with respect to other items of Client in EL AL's custody to secure any claims of EL AL against Client out of or in connection with the Service Agreement as well as to secure any claims of affiliates of EL AL against Client. These rights as well as a set off right may also be claimed for Services performed and any ancillary expense.
14.2 EL AL shall also have the right to cease any ongoing Maintenance Service without notice until all payments due under the Service Agreement or any other contractual relationship of Client and EL AL and/or any of its affiliates have been made.

15. Applicable Law and Venue
15.1 These Standard Terms and Conditions shall be deemed to be subject to, and have been made under, and shall be construed and interpreted in accordance with, the laws of Israel without regard to its laws on conflicts of laws. The Convention on the International Sale of Goods (CISG) shall not apply.
15.2 The parties agree upon the exclusive jurisdiction of the courts of Tel Aviv, Jaffa Israel, with respect to all claims, causes of action and disputes arising out of these Standard Terms and Conditions and/or the Service Agreement.

16. Amendments
Any amendments to these Standard Terms and Conditions including this clause as well as to the Service Agreement need to be agreed upon between EL AL and the Client in writing.
EL AL Form 9-2-3300-2010-562