CONTRACT #308-99
SERVICE CONTRACT FOR AERONAUTICAL MAINTENANCE
ENTERED INTO ON FEBRUARY 26TH, 1999, BETWEEN:
1. The Self-Managed Cooperative of Aero Industrial Services
X.X., ("COOPESA"), an Aircraft Maintenance Repair
Station, located in Alajuela, Costa Rica, duly
authorized by the Aeronautical Authorities of the
Government of Costa Rica (the Technical Council of Civil
Aviation) and by the United States Federal Aviation
Administration (FAA); represented by its Executive
President, Xx. Xxxxxxxx Xxxxxxx, and
2. VANGUARD AIRLINES, INC ("The Customer"), a Delaware
company; represented by Xx. X. X. Xxxxxx, Vice President
of Engineering and Quality Assurance.
3. Whereas The Customer contracts COOPESA for the rendering
of maintenance services to the aircraft described in
Article II, which the terms and conditions of this
Contract refer to.
Therefore:
4. In consideration of the above established, The Parties
agree to enter into the present Contract.
ARTICLE I. DEFINITIONS
SUBSEQUENTLY, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS:
I.1 AIRCRAFT: The Customer's Aircraft, as identified in
Article II of the Contract.
I.2 APPENDIX: All documents incorporated in the present
Contract, which the parties agree to be an integral part
of the Contract, and which must be signed by both
Parties.
I.3 SERVICE CENTER: COOPESA's facilities located at Xxxx
Xxxxxxxxxx Airport, in Alajuela, Costa Rica.
I.4 MAINTENANCE MANUAL: Any Aircraft maintenance manual
provided by The Customer to COOPESA, which is acceptable
and abides by the regulations and guidelines of the
Federal Aviation Administration "FAA" and of COOPESA.
I.5 SERVICE: Those tasks requested by The Customer and done
by COOPESA, as will later be incorporated into Appendix
"A", described in writing by The Customer and approved
in writing by COOPESA.
I.6 REPRESENTATIVE: The Representative-technician of The
Customer, designated by The Customer, having sufficient
powers to issue and/or cancel work orders as well as to
carry out the transactions related to the execution of
the present Contract, except approval of invoices.
I.7 WORK ORDERS: The modifications to the initial Work
Order, included in Appendix "A" to the present Contract,
by which The Customer, through the Representative, shall
instruct COOPESA about the services to be performed on
the Aircraft.
ARTICLE II. IDENTIFICATION OF THE AIRCRAFT
II.1 COOPESA's service, described in the present Contract and
its appendixes, refer to the Aircraft described below,
as well as any other acquired or returned Aircraft by
The Customer during the term of the contract:
B737-200 N912MP S/N 19607
B737-200 N209US S/N 19548
B737-200 N208AU S/N 19547
B737-200 N603DJ S/N 19955
B737-200 N412CE S/N 20412
B737-200 N204AU S/N 19603
B737-200 N5WM S/N 22629
B737-200 N620PC S/N 19708
B737-200 N219US S/N 20414
ARTICLE III. DELIVERY AND REDELIVERY OF THE AIRCRAFT
III.1 The Customer, at its own expense, shall deliver the
Aircraft to COOPESA, at its maintenance facilities.
III.2 The Aircraft shall be delivered to COOPESA in accordance
with the Maintenance Planning Forecast.
III.3 If the delivery of the Aircraft by The Customer to
COOPESA does not take place on the established date, The
Customer may have to wait for COOPESA's next production
opportunity. Customer shall provide COOPESA with thirty
(30) days prior notice of any changes to anticipated
delivery dates.
III.4 COOPESA shall perform the services referred to in this
Contract on the Aircraft, and shall return the Aircraft
to The Customer, at the same maintenance facilities, for
inspection and test flight, according to the pre-
determined time-table in article III.5 and the usual
procedures accepted by The Parties.
III.5 COOPESA shall use its best efforts to redeliver the
Aircraft to The Customer, at the Maintenance Facilities,
on or before the agreed upon dates in each case as
stated in the quotation for each service. Nonetheless,
COOPESA does not assume any responsibility for delays
caused by circumstances attributable to The Customer, or
by acts of God; war; rebellion; insurrection; fire;
strikes; impossibility of obtaining any repairing parts
and materials of the Aircraft, its engines and
navigation equipment, or any other cause that is out of
its control.
III.6 The redelivery to The Customer's satisfaction shall be
certified in writing, by COOPESA through the signature
of the Aircraft clearance and service acceptance
certificate by The Customer when so satisfied.
III.7 COOPESA shall notify The Customer in writing promptly
about any delay that may occur of the predetermined date
of redelivery of the Aircraft.
III.8 The redelivery shall take place only if The Customer's
payments to COOPESA are in accordance with Article XI.1.
III.9 All additional costs and expenses should be invoiced at
redelivery and shall be paid within 30 days by The
Customer, such as fuel in excess, and additional test
flights or landing fees required by The Customer (if
any), as long as it is not related to a warranty claim
item. Supportive documents will be furnished of
requested additional costs.
III.10 At the time of the redelivery of the Aircraft, all
spare parts and materials provided by The Customer or
obtained on its behalf for the execution of the services
shall be returned to The Customer under inventory.
COOPESA will provide a secure storage area for
Customers' parts and will be responsible for all missing
parts from this inventory that are not used on The
Customer's aircraft.
ARTICLE IV. DESCRIPTION OF THE SERVICE
IV.1 Subject to the terms and conditions of this Contract,
COOPESA shall perform the services on the Aircraft
described in each service quotation in Appendix "A".
IV.2 COOPESA shall provide the physical space to shelter the
Aircraft during service, the skilled labor, as well as
the standard tools, equipment and other facilities
required in order to execute the work contracted.
IV.3 The necessary spare parts and components shall be
provided directly by The Customer, or acquired by
COOPESA, from certified agencies on The Customer's
account. Likewise, all reasonable expenses for the
acquisition and transportation of such pieces or parts,
shall be paid by The Customer.
IV.4 The repairs and service to the Aircraft parts and
components, its engines and the navigation equipment
(avionics), shall be on The Customer's account,
including transportation, and transportation insurance.
IV.5 All Work Orders shall contain a detailed description of
the requested service including labor and parts in as
much as possible, and must be signed by The Customer or
Representative and by COOPESA.
IV.6 If during the service process, there are circumstances
related to the condition of the Aircraft, which, for
airworthiness reasons make it imperative to be
corrected, to such extent that if they are not,
airworthiness of the same would be affected, COOPESA
shall notify it to The Customer, who will evaluate and
issue the corresponding Work Order, if necessary.
ARTICLE V. TERM
V. The term of this agreement shall commence on January 1st,
1999, or upon full ratification by both Parties and
shall continue in effect until December 31st, 1999, or
unless otherwise agreed to by The Parties.
ARTICLE VI. CERTIFICATION
VI. The service contracted by The Customer shall be
performed on the Aircraft in COOPESA's Maintenance
Facilities, according to the standards established by
the Civil Aviation Authorities of the Government of
Costa Rica, and those of the FAA.
ARTICLE VII. COOPESA'S RESPONSIBILITIES
VII.1 Under the provisions of this Contract, COOPESA's
responsibilities are:
(a) To service the Aircraft according to the highest quality
standards , in accordance with The Customers' GMM, and
following all other applicable manuals, Customer
provided specifications and approved data.
(b) To redeliver the Aircraft to The Customer on the
predetermined date, except for as provided in clause
III.5 above.
(c) To provide all spare parts and materials not provided
directly by The Customer, whose cost, as established in
article IV.3 above, shall be covered by The Customer.
(d) To keep strict confidentiality about all information
related to The Customer, the Aircraft, the service,
except for that requested by the Costa Rican DGAC, and
the FAA. The Customer must be notified prior to release
of any information.
(e) To use skilled labor and properly trained for performing
the services.
(f) To provide The Customer's Representative with an office,
phone and fax from the time of delivery of the Aircraft,
and until five (5) days after its redelivery, and
provide a secure place to store The Customers' manuals
and other data.
(g) To perform an engine run-up at the beginning and at the
end of each maintenance check, and those checks required
by The Customers' Maintenance Program, all of which will
be issued as Special Request items, and will be at
Customers' expense.
(h) To comply with all provisions of the Federal Aviation
Regulations applicable thereto, including, but not
limited to, Part 145, and shall maintain all required
records and documents pursuant thereto. Such records
and documents shall be available for inspection at all
times during COOPESA's normal business hours. The
records will be given to The Customer per Article XI.7.
ARTICLE VIII. CUSTOMER'S RESPONSIBILITIES
VIII.1 Under the provisions of this Contract, The
Customer's responsibilities are the following:
(a) Pay COOPESA, at the time and according to the
established conditions, all amounts charged to its
account.
(b) Deliver the Aircraft, together with the documentation
referred to in clause f) hereunder, to COOPESA at the
Maintenance Facilities, on the date established in
clause III.2 above.
(c) Keep an accredited Representative-technician, as defined
in clause I.6 above.
(d) Provide COOPESA or authorize COOPESA to procure as
directed by The Customer, with all parts, spare parts,
materials and kits, COOPESA has identified which are
necessary but not available at COOPESA, related to the
contracted service and within the agreed term.
(e) Send COOPESA, at least fifteen days in advance, the task
cards, Engineering Orders and Special Requests related
to the parts, the Aircraft and the service.
(f) Send COOPESA, together with the Aircraft, all applicable
and necessary manuals and technical documents, as well
as their modifications and amendments, including the
M.M., I.P.C., SRM, W.D., MEL, Engineering Orders and the
Operator's General Maintenance Manual. The Customer
shall present a letter which indicates all the manuals
are in accordance with the latest revision of the
manufacturer.
(g) Fulfill all the material requirements of The Customer's
General Maintenance Manual, with respect to the
subcontracting of maintenance agencies; including the
designation of COOPESA's personnel who shall sign the
required inspection items and the Aircraft's return to
service.
h) Adjust the redelivery schedule if necessary in the event
that the actual work package for the Aircraft has not
arrived at least eight (8) days prior to Aircraft
induction.
VIII.2 During the course of this contract, the parties must
refrain from contracting each other's current employees.
ARTICLE IX. PARTS AND COMPONENTS
IX.1 The Customer must provide COOPESA with all spare parts,
replacement parts and components of the Aircraft, which
COOPESA has informed The Customer in advance are not
available at COOPESA but required by them, unless The
Customer authorizes COOPESA to secure (procure) the
parts.
IX.2 Said materials must be supplied, within a reasonable
time after the date COOPESA provides the corresponding
list to The Customer, so as not to delay completion of
the service. The Customer shall be responsible for the
delays incurred due to its non-fulfilment of the
obligations hereby described, and The Customer may
authorize COOPESA to procure the required material.
IX.3 All parts, spare parts and materials provided by The
Customer or acquired on its account by COOPESA from
third party suppliers, must be of appropriate quality
and duly certified by the FAA. COOPESA may refuse to
use those parts and materials provided by The Customer,
which do not meet the requirements.
In the event that The Customer fails to supply the parts
needed to complete the process of the Aircraft on
schedule, according to the delivery estimation, COOPESA
may decide to dedicate its man-power and hangar
allocation to fulfilling commitments with other
customers that may be affected by the late provision of
parts until such parts are received and the work is re-
scheduled.
IX.4 Upon request, COOPESA must return all off units on BER
(Beyond Economical Repair) or scrapped condition.
ARTICLE X. REPRESENTATION ON THE PART OF THE CUSTOMER
X.1 In order to be represented in issues related to
execution of the contracted service, The Customer shall
appoint The Representative in accordance with this
article.
X.2 The designation and appearance of The Representative
shall take place before, or concurrent with the delivery
of the Aircraft and at the beginning of each service, in
the form provided by COOPESA to The Customer, which
should be incorporated in the present document as
Appendix "B".
X.3 The Customer' Representative shall give instructions to
COOPESA for the execution of the services.
X.4 Particularly, the following functions correspond to the
Representative:
(a) To review and approve the work done by COOPESA.
(b) To request the execution of extraordinary work.
(c) To approve the estimated man-hours for the carrying out
of non-routine, special and extraordinary work.
(d) To give his approval to COOPESA, within twenty four
hours of request, for purchase of any required parts,
components and materials, or, in lack of that, provide
as soon as practicable all those parts The Customer
decides to supply directly himself.
(e) To cancel work orders, defer or cancel task cards
related to the service, as well as defer extraordinary
items.
(f) Sign work requests binding The Customer with respect to
the service performed.
X.5 COOPESA shall provide the Representative, as indicated
in clause VIII.If above, with space and facilities for
the carrying out of his functions, in the same buildings
as the Service Center.
XI. FINANCIAL STIPULATIONS
XI.1 The Customer shall make payments for each individual
aircraft in accordance with Appendix A and individual
aircraft addendums.
a. 30% at induction; 30% half way into the check and 40%
plus any additional balance at re-delivery.
b. Additional jobs to the initial workscope, exceeding the
amount of US$20,000.00 in total requires at least 50% of
downpayment when it is requested. The Customer may make
those payments within five working days following the
receipt of COOPESA's request.
XI.2 All payments shall be made in United States of America
dollars.
XI.3 The man-hour rate is [intentionally omitted].
XI.4 The Customer shall pay an additional management charge
related to the supply of parts and materials,
established as 10% of their CIF (cost, insurance,
freight) cost with a cap of US $750.00 per line item.
Customer supplied parts will not incur any xxxx ups.
XI.5 The costs of crew; fuel; airport duties, and any other
charges to be paid to the Airport Authorities, for first
test flight, shall be covered by The Customer. In case
a second test flight be necessary, due to the work
performed by COOPESA, COOPESA shall pay for the fuel;
airport duties and any other charges to be paid to
Airport Authorities.
XI.6 With the exception established in section XI.11 below,
all pending payments should be made within thirty days
of their invoicing. The Parties establish a penalty
interest rate of 18% per annum for the amounts due in
dollars.
XI.7 COOPESA shall keep, available to The Customer, the
records related to the service performed on the
Aircraft, as well as the parts and materials used. The
records will be given to The Customer at the conclusion
of each service.
XI.8 The obligation of payment of the amounts charged by
COOPESA to the Customer, shall not be interrupted by the
formulation of any discrepancy on the part of The
Customer. If this occurs, The Customer shall pay the
total amounts not in dispute, until the differences are
settled.
XI.9 The claims for discrepancies with respect to the
invoiced charges, must be lodged, at the latest, forty-
five (45) calendar days after the presentation of the
invoice. COOPESA shall reply to those claims within
fifteen (15) calendar days after they have been
formulated, except for billing errors.
XI.10 Three days before the redelivery of each Aircraft,
COOPESA shall make a preliminary invoice stipulating the
amounts due by The Customer and an estimation for
pending and unscheduled jobs and which must be paid off
before receiving it back. After the redelivery of each
individual Aircraft, a final invoice containing all the
charges derived from the service will be sent to The
Customer.
XI.11 If there were any unpaid xxxx in accordance with
Article XI.1 on the part of The Customer, upon receipt
of the Aircraft, he should grant COOPESA payment
guarantees of immediate execution sufficient to cover
said amounts.
XI.12 The payments and fund issuance, may be directly made by
The Customer at the following bank address:
[INTENTIONALLY OMITTED]
XI.13 When a redelivery estimation (in days) is reached and
the Aircraft is not ready due to Customer's failure to
supplying parts, components and/or materials thus
affecting the on-time performance of COOPESA, COOPESA
may prepare a draft invoice stating the amount due so
far.
XI.14 In the event that The Customer requests additional jobs
totalling US $5,000.00(labor & materials) or more, after
receiving the Draft Invoice, The Customer shall make
payment of this balance before redelivery of the
Aircraft except if it is not possible to transfer due to
weekend, holidays, where The Customer will be able to
make the transfer until next the business day.
ARTICLE XII. CONTRACTING
XII.1 During the aircraft service, any special jobs required
that can not be accomplished by COOPESA will be
contracted to an outside agency by The Customer
directly.
ARTICLE XIII. INSURANCE
XIII.1 The Customer, at his own expense, must have the
Aircraft duly insured against all applicable risks, from
the time of delivery to its redelivery, including all
the stages of service and test flights, provided however
The Customer shall not be liable for any losses arising
from the negligence or wilful default of COOPESA, its
employees, servants, agents or sub-contractors.
XIII.2 The Customer shall obtain and keep effective, the
necessary insurance to cover his representatives and
employees' risks, while in the Maintenance Facilities or
on board of the Aircraft, during the service or test
flights.
XIII.3 COOPESA shall maintain its own insurance policies
to cover its facilities, employees and civil
responsibility towards third parties and any rights not
covered by The Customer in Article XIII.1.
XIII.4 The Customer and COOPESA shall provide each other
before the Aircraft's entry to the Maintenance
Facilities, with the necessary documents supporting the
validity of the related insurance policies, and COOPESA
will present its hangar keeper insurance.
ARTICLE XIV. WARRANTY
XIV.1 COOPESA hereby warrants its workmanship for the
Services/Additional Services performed on the Aircraft
to be free from defects for a period of 1200 operating
hours or 180 calendar days from the date of notification
to The Customer under Article III.4 that the Aircraft is
ready for redelivery, whichever first occurs.
XIV.2 COOPESA's obligations and liabilities under this
warranty are applicable only to the Aircraft parts and
components that are demonstrated to have malfunctioned
due to defective workmanship by COOPESA. This warranty
does not extend, to any claim of malfunction, failure or
damage attributable to, but not limited to the
following:
a) Defects in design or manufacture of Aircraft or its
parts.
B) Defects of the materials, the components or the spare
parts, acquired directly by COOPESA from third party
suppliers, or provided by The Customer.
C) Normal wear and tear.
D) Rust, corrosion or entry of any foreign materials
which is not caused by or the result of previous work
accomplished by COOPESA.
E) The Customer's failure to operate, maintain, or care
for the Aircraft in accordance with the manufacturer's
specifications and recommendations or the applicable
governmental Aviation Authority regulations and
recommendations.
F) The malfunctioning of any part or system which is
either directly or indirectly caused by failure or
malfunctioning of any Aircraft component or system not
serviced by COOPESA.
G) Operation of the Aircraft or any part thereupon after
being involved in an accident.
h) Faulty shipping, storage, handling or installation by
anyone other than COOPESA.
XIV.3 COOPESA shall assign to The Customer any warranties
received by COOPESA with respect to parts and materials
transferred to The Customer by COOPESA or incorporated
by COOPESA into the Aircraft.
XIV.4 The obligations and responsibilities of COOPESA pursuant
to this warranty for the Services and Additional
Services shall be limited to either the repair or
overhaul of any part or components repaired or
overhauled by COOPESA including freight, fuel and
landing fees. COOPESA shall provide all necessary parts
and materials required for such repair or overhaul at no
additional cost to The Customer.
XIV.5 COOPESA's cumulative liability under this warranty is
hereby limited to an amount which shall not exceed the
total price for all Services performed by COOPESA on the
Aircraft, including all components parts or labor.
XIV.6The Customer shall provide COOPESA with written notice
of any malfunction claimed to be within the scope of this
warranty within fifteen (15) days of discovery.
XIV.7 All Aircraft parts or components must be properly
preserved, packaged and shipped to avoid corrosion or
damage in transit.
XIV.8 In the event that an investigation by COOPESA discloses
no defects in workmanship performed by COOPESA, then The
Customer, shall be responsible for all costs incurred by
COOPESA in performing the investigation, including costs
associated with tear-down investigation, re-assembly and
testing, and any additional costs of shipment of any
part to or from COOPESA's facility. Likewise, if the
investigation discloses defects in COOPESA's
workmanship, then COOPESA shall be responsible for all
costs incurred by COOPESA in performing the
investigation including costs associated with tear-down
investigation re-assembly and testing and any
additional costs of shipment of any part to or from
COOPESA's facility.
XIV.9 The warranties, obligations and liability of COOPESA
and remedies of The Customer set forth in Article XIV
are exclusive and in substitutions for, and The Customer
hereby waives, releases, and renounces all other
warranties, obligations and liabilities of COOPESA and
rights claims and remedies of The Customer against
COOPESA, express or implied, arising by or otherwise,
with respect to any defect in the Aircraft, including
but not limited to (a) any implied warranty of
mechantability or fitness for use, (b) any implied
warranty arising from the course of performance, course
of dealing or usage of trade and (c) any obligation,
liability, right, claim, or remedy for loss of or damage
with respect to the Aircraft, for loss of use, revenue
or profit with respect to the Aircraft, or for any
other direct, incidental or consequential damages.
XIV.10 The Customer and COOPESA hereby agree that Article
XIV.9 has been the subject of discussion and negotiation
and is fully understood by the parties, and that the
total price for the services to be performed by COOPESA
and the other mutual agreements of the parties set forth
in this agreement were arrived at in consideration of
the provisions of this paragraph, specifically including
the waiver, release and renunciation be The Customer set
forth above.
ARTICLE XV. PARKING AND STORAGE CHARGES
XV.1 Once COOPESA has notified The Customer that the service
has been completed and the Aircraft is in condition to
be redelivered, The Customer has the obligation of
removing the Aircraft, its engines, and any other
component, part or material belonging to him which are
in the Maintenance Facilities or in any other facilities
belonging to or rented by COOPESA, at its own expense,
for a period that cannot exceed two weeks, unless prior
arrangements are agreed to between COOPESA and The
Customer per III.10.
XV.2 If the indicated time is up, and the Aircraft, its
engines, components or materials have not been removed
by The Customer, COOPESA may charge a reasonable daily
rate for parking and storing, according to the space
used. For such purposes, the following rates are
established:
(a) $100.00 a day per Aircraft
XVI. ACTS OF GOD
XVI.1 None of the Parties shall be deemed responsible for the
non-fulfilment of its Contract obligations, due to acts
of God, war, rebellion, insurrection, turmoil, flood,
strike, impossibility to obtain parts, materials and
information, or other causes out of the non-performing
parties' control.
XVII. TAXES
XVII.1COOPESA shall be responsible and shall pay for all
taxes and duties due to the Costa Rican Customs and tax
Authorities, except those inherent to the importation of
parts (if any) and materials, obtained or supplied by
The Customer to be installed on the Aircraft, out of the
work-scope of this contract. The Customer shall be
responsible and shall pay for all taxes and duties other
than those assessed by reference to COOPESA's gross
revenue, imposed in relation to the Aircraft in the
country where it is domiciled, or any other State.
COOPESA shall notify in writing to The Customer about
all payments COOPESA has to make or those COOPESA has
made on behalf of The Customer to the tax, fiscal and
customs authorities of Costa Rica and other States.
Except as otherwise provided herein, Airport
Authorities charges like landing fees, etc, will be paid
by The Customer additionally (approximately
US$1,500.00).
XVIII. INDEMNIFICATION
XVIII.1 The Customer hereby agrees to defend, indemnify and
hold harmless COOPESA, its directors, officers,
employees, agents, servants and representatives, from
any and all loss, damage, claim, injury to or death of
persons, including employees of The Customer and of
COOPESA (except for injuries to and the death of
employees of COOPESA, which are covered by workers
compensation insurance), including loss of or damage to
property of The Customer, COOPESA or any other third
parties, arising out of or in any manner connected with
the Services/Additional Services by COOPESA pursuant to
this Agreement, except for loss or damage resulting
form the gross negligence or willful misconduct of
COOPESA.
XVIII.2 COOPESA hereby agrees to defend, indemnify and hold
harmless The Customer ,its directors, officers,
employees, agents, servants and representatives, from
any and all loss, damage, claim, injury to or death of
persons, including employees of Customer and of COOPESA
(except for injuries to and the death of employees of
The Customer, which are covered by workers compensation
insurance), including loss of or damage to property of
COOPESA, The Customer or any other third parties,
arising out of or in any manner connected with the
Services/Additional Services by The Customer pursuant
to this Agreement, except for loss or damage resulting
form the gross negligence or willful misconduct of The
Customer.
XVIII.3 Should there be any loss or damage to the property of
The Customer, COOPESA reserves the discretionary right
to elect to repair the property, if The Customer
agrees. This section shall not relieve COOPESA of any
other obligations under this agreement.
XIX. LIENS
XIX.1 Any and all liens claimed by third parties may hold upon
the property of The Customer or of COOPESA, shall not
affect the rights of the parties secured herein.
XIX.2 Any lien or encumbrance placed upon the Aircraft, its
components and parts, or any other of The Customer's
property, as a result of any of COOPESA's obligations in
favour of third parties, shall be immediately settled by
COOPESA.
XIX.3 The Customer shall immediately settle any lien or
encumbrance placed upon goods at the Service Center
which belong to COOPESA, its clients, suppliers or any
other third party, and which has been placed as a result
of The Customer's outstanding obligations.
XX. ASSIGNMENT
XX.1 This agreement and its rights and duties may not be
transferred or assigned by any of the Parties, without
the previous written consent of the other Party.
XXI. NOTIFICATIONS
XXI. All notifications required under the terms of this
Contract shall be expressed in writing and directly
addressed, forwarded and delivered, by hand, by fax,
telex, or sent by courier or certified mail, with
prepaid postage, as follows:
TO COOPESA:
300 mts West Aeropuerto Int'l Xxxx Xxxxxxxxxx
Xx. Xxxxxxx Xxxxx
Phone: (000) 000-0000 / 000-0000
Fax: (000) 000-0000 / 442-1009
Sita: SJOCZCR
e-mail: coopesa@sol..xxxxx.xx.xx
TO VANGUARD AIRLINES
533 Mexico City Ave.
Kansas City International Airport
Xxxxxx Xxxx, Xxxxxxxx, 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Xx. X.X.Xxxxxx. Vice President Engineering &
Quality Assurance
e-mail: xxxxxxx@xxxxxxxxxxx.xxx
XXII. TERMINATION
XXII.1 Upon completion by COOPESA of all Service/Additional
Services hereunder, and upon full payment by The
Customer of all amounts due hereunder, this Agreement
shall be deemed terminated and shall be binding upon the
Parties, except as provided by Article XXII.4 herein.
XXII.2 This Agreement may be terminated at any time by either
Party upon with thirty (30) days written notice to the
other Party.
XXII.3 In the event that either Party fails to fulfill
obligations contained herein, the other party shall,
upon ten (10) days written notice, have deemed this
Agreement terminated.
XXII.4 Regardless of any termination of this Agreement, The
Customer shall remain liable to COOPESA for all amounts
due hereunder.
XXII.5 Whenever The Customer or COOPESA executes their right
to terminate the Contract, COOPESA will be granted and
will take the necessary time to do the necessary work on
the Aircraft to make it airworthy, and The Customer must
pay COOPESA all due amounts to COOPESA prior to taking
redelivery of the aircraft.
XXIII LAW AND APPLICABLE JURISDICTION
XXIII.1 The parties agree that any interpretation or dispute
related to this contract and its execution, shall be
settled in conformity with the Costa Rican laws and
settled before the Costa Rican Courts.
In witness whereof, each party hereto has executed this
agreement as of the day and year first written above.
COOPESA X.X. VANGUARD AIRLINES
/s/Xxxxxxxx Xxxxxxx /s/ X. X. Xxxxxx
Xxxxxxxx Xxxxxxx X.X. Xxxxxx
Executive President Vice President,
Engineering & Quality
Assurance
