2.4 No set-off or counterclaim (whether arising in respect of this Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable to Jetlux under or by reason of this Agreement. In the event that the Charterer is required to withhold any part of any payment payable by it to Jetlux hereunder or to make any deduction therefrom, it shall pay such additional amount as may be necessary so that, after making such withholding or deduction, Jetlux shall receive from the Charterer the full amount of such payment.
3.1 Jetlux shall procure the Operator to provide the Aircraft at the commencement of the Flight properly manned and equipped fueled and airworthy in accordance with the laws and regulations of the Federal Aviation Administration or other equivalent foreign agency, and the Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s). In the event that any Flight is delayed through no fault of Jetlux or the Operator, the Charterer shall pay to Jetlux demurrage at the rate set out in the Itinerary.
Jetlux shall assure that the Operator shall supply or procure the supply of passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken pursuant to this Agreement and the Charterer shall give to Jetlux all necessary information and assistance to complete such documents as soon as possible after the making of this Agreement and, in any event, in sufficient time to be completed for issue to passengers.
the Operator has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part or all of its assets or business (or any event analogous thereto occurs in any jurisdiction in which the Operator conducts its business) and as a result the Operator is unable to perform the Flights at the same cost to the Operator;
If the Operator becomes insolvent, enters into voluntary bankruptcy or is compulsorily wound up (or any event analogous thereto occurs in any jurisdiction in which the Operator conducts its business);
7.1 Jetlux shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any variation to or cancellation of any Flight or the non-availability of any seats which results from the acts or omissions of the Operator, or for any failure by the Operator to perform any Flight and the Charterer hereby acknowledges to Jetlux that in any such event the Charterer shall only have recourse against the Operator. Charterer further recognizes that Jetlux is a charter broker and not a FAR Part 135 operator, and thus does not have operational control over any charter flight, as same is defined in the Federal Aviation Regulations.
7.3 The Charterer shall indemnify Jetlux against any claim by any passenger of the Charterer arising out of any such variation, cancellation, non-availability or failure to perform provided always that if Jetlux shall receive any refund from the Operator in respect of any such varied cancelled or unperformed Flights or unavailable seats which have already been paid for by the Charterer, Jetlux shall (subject to the provisions of Clause 10 hereof and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer.
7.4 The Charterer shall indemnify Jetlux against any loss, damage, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by Jetlux and its officers, employees Jetluxs or subcontractors arising out of any act or omission of the Charterer or its officers, employees or Jetluxs whether arising in contract or tort (including negligence) or otherwise.
8.1 The Charterer defaults in the payment of any amount payable hereunder by the close of business on the due date; or
8.4 In the opinion of Jetlux a material adverse change occurs in the business, assets, condition, operations or prospects of the Charterer; or
11.1 Any notice required to be given under this Agreement shall be in writing and shall be deemed duly received when sent by electronic mail to Jetlux via the following address
[email protected], and sent by electronic mail to Charterer via the address set forth in the Agreement. Failure to provide a valid email address shall constitute the Charterer’s waiver of notice. Any such notice shall be deemed to be served at the time when the same is sent.
11.7 No failure by Jetlux to exercise and no delay by Jetlux in exercising any right, power of privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.
13. CHOICE OF LAW, SUBMISSION TO JURISDICTION
In the event that Jetlux is unable to perform the flight, Jetlux shall (subject to the provisions of Clause 10 of our terms and conditions and provided that the Charterer has duly fulfilled its obligations) refund to the Charterer such part of the Charter Price previously paid by the Charterer as relates to the Affected Flight(s).
In the event that Jetlux is able to arrange an alternative carrier to operate the Affected Flight(s), but only at an additional cost, Jetlux shall notify the Charterer forthwith and the Charterer shall have the option to charter the Aircraft operated by the alternative carrier provided that, if it so elects, it shall pay to Jetlux such additional costs upon demand. If the Charterer does not so elect, Jetlux shall, (subject to the provisions of Clause 10 of our terms and conditions, and provided that the Charterer has duly fulfilled its obligations), refund to the Charterer such part of the Charter Price previously paid by the Charterer as it relates to the Affected Flights and Jetlux shall thereupon be under no further obligation to the Charterer in relation to the Affected Flights.