General terms and conditions of the company
BACC Business Aviation Centre CologneGmbH
As at: August 2023
Section A - General part
1. Scope of application and general information
1.1 BACC Business Aviation Centre Cologne GmbH ("BACC" or "we") operates the General Aviation Terminal ("GAT") at Cologne Airport. All offers and contracts between the customer and us in connection with the GAT or general aviation at Cologne Airport are subject to the following General Terms and Conditions ("Terms"). We do not recognize the customer's terms and conditions unless we have expressly agreed to their validity. Our Terms and Conditions shall also apply if we perform the service for the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
1.2 If the customer is an entrepreneur within the meaning of Section 14 BGB ("Entrepreneur"), Our Terms and Conditions shall also apply to future contracts concluded within the scope of the business relationship between the customer and us, even if we do not expressly refer to them.
Section A of these Terms and Conditions contains general provisions for all contracts. Sections B - D of these Terms and Conditions contain additional provisions for specific services. These sections only apply if BACC provides such services to the customer or has them provided.
2. Conclusion of contract
2.1 Our offers are non-binding until written declaration of acceptance by the customer. We shall also be bound by the prices stated in the offer - unless the customer has previously declared acceptance of the offer in writing - for 14 days from the date of the offer. If the customer's order is not based on an offer from us, a contract with us shall only be concluded when the customer receives our written order confirmation or when we begin to perform the services.
2.2 The conclusion of the contract shall be subject to the condition subsequent of correct and timely performance by our suppliers. This shall only apply in the event that we are not responsible for the non-performance, in particular if a congruent hedging transaction is concluded with our supplier. If we are unable to provide the contractual service due to non-delivery, we shall inform the customer immediately and refund any consideration already received without delay.
2.3 The use of our facilities - in particular the GAT - by the customer always results in a contract between the customer and us.
3. Prices and payments
3.1 Unless we have agreed individual prices with the customer, our respective price lists shall apply at the time the service is provided or at the time the customer makes use of our services - e.g. by using the GAT.
3.2 VAT is not included in our prices for entrepreneurs; if VAT is incurred, it will be shown separately on the invoice at the rate applicable on the date of invoicing.
3.3 Terminal Charge for the provision and operation of the GAT by BACC, a terminal charge is payable by the client as shown in our price list. The following supplementary regulations apply:
a) BACC charges the customer a lump-sum terminal charge ("Terminal Charge") for the services to be rendered in fulfillment of the operating obligations on the areas of Cologne Airport and for the provision of the GAT facilities, equipment and vehicles as well as the technical infrastructure/communication required for passenger handling. The Terminal Charge is due for each landing irrespective of the services used by the customer. The Terminal Charge is triggered by the landing event. The costs of transferring passengers and baggage are invoiced separately and are not included in the Terminal Charge.
b) The amount of the terminal charge is based on the maximum take-off weight (MTOW) of the respective aircraft ("LFZ") as stated in the noise certificate.
c) The customer can find the applicable terminal charges on the BACC website in the price list published there. The applicable Terminal Charges are also displayed at the GAT and can also be sent to the customer by e-mail on request. Unless we have agreed otherwise with the customer, our terminal charges valid at the time of the landing event shall apply.
d) BACC charges a fee for the provision of passenger facilities, which depends on the number of passengers and is charged per take-off and per landing. For aircraft under 2 t. MTOW, only one pilot and student pilot are not considered passengers.
3.4 BACC charges a fee for the provision of passenger facilities, which depends on the weight of the aircraft and is charged per take-off and per landing.
3.5 Unless otherwise agreed with the customer, BACC collects airport charges in the area of general aviation on behalf of and for the account of Aiport Cologne/Bonn GmbH. Upon request, aircraft operators and/or users must provide BACC with the documents required to verify the authorization of use and to calculate the charges including VAT.
3.6 For all other services provided by us, in particular for the provision or rental of rooms, we will charge the customer the fees agreed in the contract with the customer for these services to be provided.
3.7 Unless we have agreed otherwise with the customer, the following are jointly and severally liable for all airport charges and the terminal charge: a) the airline under whose airline code/flight number the respective flight is operated; b) the airlines as joint and several debtors under whose airline code/flight number the respective flight is operated (code sharing); c) the aircraft operator who has the aircraft in use without being the operator or owner, such as a renter or lessee.
3.8 Unless expressly stated otherwise in the contract with the customer, the customer is obliged to pay the charges incurred in cash in euros after landing. For corporate card transactions (corporate credit cards), a surcharge of 3.0% will be levied on the gross invoice amount. If we issue invoices to the customer, invoice amounts must be paid without deduction by bank transfer free of charge to one of our accounts within 14 days of the invoice date.
3.9 Bills of exchange and checks shall only be accepted by express agreement and in any case only on account of payment. All costs arising from the collection of bills of exchange or checks shall be borne by the customer.
3.10 If taxes, fees or other costs that affect the price of our service change after conclusion of the contract, or if new taxes, fees or other costs are introduced without us having any influence over them, we may adjust our charges accordingly.
3.11 The customer may only offset if his counterclaims have been legally established or are undisputed. This shall also apply to the same extent to the assertion of rights of retention and rights to refuse performance by the customer.
3.12 If it becomes apparent that our payment claim is at risk due to the customer's inability to pay, we shall be entitled to demand immediate payment of all claims not yet due from the business relationship with the customer and to demand advance payment from the customer. In particular, our payment claim is at risk if information from a bank or credit agency suggests that the customer is not creditworthy or if the customer is in arrears with at least two invoices.
4. Information and cooperation obligations of the customer
4.1 The customer must inform us in good time of all factors influencing the performance of the contract, in particular any special characteristics of the aircraft.
4.2 Approvals must be obtained prior to our commencement of performance by the party to the contract in whose area of responsibility the approval falls.
4.3 We are not obliged to check the accuracy of documents, permits or loading instructions ("documents") which we have received from the customer or third parties attributable to the customer. In particular, we are not obliged to check the authenticity of signatures or the signatory's power of representation. This shall not apply if we receive reasonable indications that raise doubts as to the accuracy of the documents.
5. Operating time of the GAT
The GAT terminal is open daily from 5 a.m. to 11 p.m. (local time at GAT). Check-in outside these hours is possible by prior agreement between the customer and us.
6. Force majeure
6.1 Cases of force majeure (unforeseen circumstances and events for which we are not responsible, e.g. labor disputes, war, fire, shortage of raw materials, pandemics or endemics, official measures, natural disasters) shall interrupt our performance obligations for the duration of their duration plus a reasonable start-up time and the extent of their effect. This shall also apply if we are in default of delivery. We shall notify the customer immediately of the occurrence of a case of force majeure and the expected duration of the hindrance.
6.2 Notwithstanding that COVID-19 is known to all parties at the time of the conclusion of the contract, both parties agree that the effects thereof remain unpredictable. Therefore, in the event of effects of COVID-19 affecting them in connection with the performance of services under the contract (e.g. delays due to official orders such as quarantine, bans, staff shortages), the parties to the contract are released from their performance obligations under the contract for the duration of the respective effects and the corresponding restart phases. Both parties agree to undertake all reasonable activities to keep the effects as low as possible.
7. Customs clearance
The customer is responsible for complying with customs, tax or other legal and official regulations regarding the import and export of goods carried into the Federal Republic of Germany or the EU, in particular for obtaining the relevant permits.
8. Liability
8.1 Our liability for damages, irrespective of the legal grounds, in particular also for impossibility, delay in delivery, breach of obligations during contract negotiations or tort, shall be governed by the statutory provisions unless otherwise agreed in this clause.
8.2 We shall be liable without limitation, insofar as relevant, under the Product Liability Act, in the event of fraudulent concealment of a defect, for damages resulting from injury to life, limb or health, in the event of intent or insofar as we have assumed a guarantee. In the event of gross negligence, our liability towards entrepreneurs shall be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
8.3 In the event of only slightly negligent breach of material rights or obligations arising from the content and purpose of the contract, our liability shall also be limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
8.4 With the exception of the cases mentioned in sections 8.2 and 8.3, we shall not be liable for damages caused by slight negligence.
8.5 In the cases of clause 8.3, our liability is also limited to EUR 50,000 per claim and EUR 250,000 per calendar year. The customer also has a deductible of EUR 2,500 per claim. The customer may, against payment of a surcharge to be agreed, specify to us in writing prior to conclusion of the contract a value for increasing the liability that exceeds the aforementioned maximum amounts. In this case, the specified value shall replace the maximum amounts specified in this clause sentence 1. The same applies accordingly if the customer wishes to reduce or exclude the deductible.
8.6 Insofar as our liability for damages is excluded or limited, this shall also apply to the personal liability of our employees and executive bodies.
9. Statute of limitations
9.1 The customer's claims for subsequent performance due to defects in our services in the case of purchase and work services shall become time-barred after one year. The customer's claims for subsequent performance due to defects in accordance with § 438 para. 1 no. 2 BGB and § 634a para. 1 no. 2 BGB remain unaffected.
9.2 Other claims of the customer due to breaches of duty by us, in particular claims for damages, shall lapse after one year. The customer's right to withdraw from the contract due to a breach of duty for which we are responsible and which is not due to a defect shall remain unaffected. Notwithstanding sentence 1, the statutory limitation periods shall apply to the following claims of the customer: Page 3 of 4
a) under the Product Liability Act and for damages arising from injury to life, limb or health or material rights and obligations under the contract,
b) for damages resulting from an intentional or grossly negligent breach of duty by us or our vicarious agents,
c) due to fraudulent concealment of a defect,
d) for reimbursement of expenses in accordance with § 478 para. 2 BGB.
9.3 The statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits shall remain unaffected.
9.4 Our claims against the customer shall become time-barred in accordance with the statutory provisions.
10. Data protection and confidentiality
10.1 We are entitled to process and store the data about the customer received in connection with the business relationship - even if it originates from third parties - in accordance with the provisions of the GDPR and the Federal Data Protection Act or to have it processed and stored by third parties commissioned by us.
10.2 The customer is obliged not to disclose to third parties any confidential information (including business secrets) that it learns in connection with a contract with us. Confidential information is information that is marked as confidential or whose confidentiality is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, embodied or oral form.
11 Applicable law, place of jurisdiction and place of performance
11.1 The contract shall be governed by the law of the Federal Republic of Germany; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
11.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Cologne, Germany. The same applies if the customer does not have a general place of jurisdiction in Germany or moves his domicile or usual place of residence abroad after conclusion of the contract or if his domicile or usual place of residence is not known at the time the action is brought. However, we reserve the right to sue the customer at his general place of jurisdiction.
11.3 Unless we have agreed otherwise with the customer, the respective GAT in Cologne shall be the place of performance for all obligations arising from the contract concluded with the customer.
12. Other
12.1 We are entitled to use subcontractors and other third parties for the provision of services.
12.2 Should individual provisions of the contract concluded between the customer and us be or become invalid or void, this shall not affect the validity of the remainder of the contract. The invalid or void provision shall therefore be replaced by a provision which comes closest to the economic sense and purpose of the invalid or void provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes. Should individual provisions of the contract be general terms and conditions, §§ 306 para. 1 and para. 2 BGB shall apply in deviation from the above.
12.3 No action on our part, other than an express declaration of waiver, shall constitute a waiver of a right to which we are entitled under the contract or the law. A delay in exercising our rights shall also not be deemed a waiver of the right concerned. A waiver of a right on one occasion shall not constitute a waiver of the right on another occasion.
Section B - Letting of premises
1. upon handover of the rented property, the condition of the rented premises shall be recorded by the customer and us (hereinafter also referred to as the "Lessor") in a protocol. Insofar as no defects are noted in the handover protocol, the customer (hereinafter also referred to as "tenant") recognizes the condition of the rented premises, with the exception of hidden defects, as being in accordance with the contract.
2. the rented rooms may only be used for the agreed purpose. The customer must respect the house rules of KAS. We reserve the right to issue house rules for the rented premises. The customer must treat the rented premises with care and respect.
3. the landlord's strict liability for initial material defects of the rented property pursuant to Section 536a (1) Alt. 1 BGB is excluded; this does not apply to defects of title. Otherwise, the landlord is only liable:
a) in the event of an intentional or grossly negligent breach of duty by the landlord or his vicarious agents;
b) if the landlord has guaranteed a certain characteristic of the rental object or has fraudulently concealed a defect;
c) in the event of culpable injury to life, limb or health of a person;
d) essential rights or obligations arising from the content and purpose of the contract by the lessor or his vicarious agents.
4. the customer must notify us immediately of any damage to the rented premises.
5. the general duty to ensure public safety within the rented premises is the responsibility of the tenant.
6. if a majority of persons are tenants of the parking/underparking space, the members of this majority of persons shall authorize each other to make and receive declarations of intent with effect for and against the other members.
7. the lessee, the aircraft operator and the respective user (pilot) are responsible for securing a parked or stored aircraft. In darkness or poor visibility, he must mark a parked aircraft with lights if this is necessary for safety reasons.
8. for safety and/or operational reasons, the Lessor may request that a parked aircraft be moved to another parking or storage location. If the aircraft operator cannot be reached or does not comply with the request in good time, the Lessor shall be entitled to roll or tow the aircraft there by its own personnel without using its own power.
9. the customer must return the rented premises completely vacated to the lessor at the end of the rental period.
Section C - Rental of vehicles
1. Unless otherwise agreed below, the provisions of Section B shall apply accordingly to the rental of vehicles.
2. the customer must observe the technical regulations and the operating instructions, including the maintenance instructions, and ensure road safety. The vehicle must be properly locked. Oil, water level and tire pressure must be checked regularly by the customer during the rental period and corrected if necessary.
3. only the customer with a valid driver's license is entitled to drive. If the customer is a company, the authorization is extended to employees of the company. The company shall be liable for ensuring that the drivers deployed have a correspondingly valid driving license.
4 The customer's liability shall be governed by the law, unless otherwise stated below. The customer can reduce liability for damage caused by accidents by means of a contractual indemnity and payment of a fee for this. In the event of damage, the liability shall be reduced to the amount stipulated in the individual contract plus incidental damage costs such as recovery and towing costs, expert costs, reduction in value and costs for loss of rental income. If the customer breaches an obligation to be observed by him under this contract intentionally or through gross negligence, the following shall apply: The reduction in liability shall lapse completely if the customer has intentionally breached the obligation. In the event of a grossly negligent breach of the obligation, the customer shall be liable in proportion to the severity of his fault; the burden of proof for the absence of gross negligence shall be borne by the renter. Notwithstanding the above, the reduction of liability shall remain in force, except in the event of a fraudulent breach of an obligation by the customer, insofar as the breach of the obligation is not the cause of the occurrence or the determination or the extent of the damage.
5. if the vehicle is not returned on time, the additional period of use shall be charged on the basis of the Rental Firm's price list for daily rentals valid at the time of the late return. § Section 545 BGB is excluded and is therefore not applicable.
Section D - Services by third parties who are not subcontractors of BACF
Insofar as third parties who are not subcontractors of BACC provide services or sovereign activities in the GAT (e.g. Federal Police), BACC assumes no obligations or liability in connection with these services or activities.