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311 – Contract

Definitions:
“Airworthy” means that the Container meets the TSO design approval with a valid EASA or UK CAA certificate of airworthiness.
“BA Catering” shall mean BA Catering Operations and shall be represented by the BA Catering Operations Manager as notified by the Client from time to time.
“BAWC” shall mean BA World Cargo Operations and shall be represented by the BA World Cargo ULD Logistics Network Manager as notified by the Client from time to time.
“BA Technical Department”hall mean BA technical Department responsible for certified aircraft equipment compliance with FAA EASA and BA Standards represented by a BA nominated person associated with the Skycooler Container Lease Contract.
“BA Procurement Department” shall mean BA Procurement Department represented by a BA nominated person associated with the Skycooler Container Lease Contract.
“BER” shall mean Beyond Economical Repairs
“Beyond Economical Repair” shall mean any Damage in excess of General Damage or Structural Damage thereby rendering the Container not airworthy.
“Business Day shall mean any day except any Saturday any Sunday and any day which is a public holiday in the United Kingdom.
“Business Hours” shall mean the hours between 08:00 AM and 04:00 PM for any Business Days.
“CAA” shall mean the Civil Aviation Authority a United Kingdom Governmental Organisation
“Client” shall mean British Airways PLC Waterside PO Box 365 Harmondsworth West Drayton Middlesex UB7 0GB
“Commencement Date” shall mean the commence date of the Container Lease.
Completion Date shall mean the date of the Container Lease.
“Contract” shall mean Skycooler Container lease Contract No. C7139 dated 1st March 2011
“Container/s” shall mean a Skycooler temperature controlled Container as defined in Schedule D.
“Contingency Container” shall mean a single Skycooler RAP Container which is made available to the Client to be used as required in support of other Leased Containers. The Contingency Container shall be held in the possession of and under the responsibility of the Client.
“CRP” shall mean a Container Responsible Person.
“Damages/Damaged” shall mean damages to the Containers rendering it to be non-airworthy conditions.
“Delivery” shall mean the action of the Client taking into its’ possession and responsibility for Containers.
“EASA” shall mean the European Aviation Safety Agency a European Union agency.
“Effective Date” shall mean the effective date of Container Lease Contract.
“Escalation Process” shall mean the process of escalating issues and disputes between the parties set out in paragraph B.12.
“Escalation Representatives” shall mean designated Client and Skycooler representatives.
“FAA” shall mean Federal Aviation Authority a United States of America Governmental Organisation.
“Fee” Shall mean a fee for each ULD Maintenance and Repair services listed in paragraph C5.1 C5.2 C5.3 and C5.4.
“Fixed Number of Containers” means a number of available and airworthy Containers identified by part number individual serial number and IATA ID Code available throughout the Lease Period. In the event a Container declared BER (Beyond Economical Repair) due to Normal Wear and Tear conditions Skycooler shall at its costs replace the Container.
“Force Majeure” shall mean any event outside the reasonable control of either Party affecting its ability to perform any of its obligations including Act of God fire flood lightening war revolution act of terrorism riot or civil commotion but excluding strikes lockouts or other industrial action of the affected Party’s own employees failure of suppliers of power fuel transport equipment raw materials or other goods or Services.
“Form 1” Shall mean a document issued by a certified Repair Company stating a Container is airworthy in accordance with FAA EASA CAA rules and regulations.
“General Damage” shall mean any Damage in excess of limitation of damages thereby rendering the Container not airworthy.
“Handling Agent” shall mean a Company contracted by the Client to perform Services on its behalf and for which the aforesaid Services involves handling of Skycooler Containers.
“Handover and Return” shall be from the physical location which Containers are collected from and returned to and from where possession and responsibility pass to and from the Client.
“IATA” Shall mean The International Air Transport Association.
“Inspection” shall mean an intensive visual check of all Container parts by a licensed engineer qualified for this type of work or any other licensed institution authorized for this type of work by airworthiness authorities.
“Lease” shall mean a financial payment by a Client for the use for Operation of a Container.
“Lost” shall mean the non-return of a Container to the designated point of return 10/Ten days after Completion Date.
“Maintenance Repair and Overhaul (MRO)” means all action taken to retain Containers in a serviceable condition or to restore it to serviceability. It includes inspections testing servicing certification rebuilding and reclamation.
“Normal Wear and Tear” means slight Damages to the Container exterior and internal surfaces and base rendering the Container in an airworthy condition.
“Notice” shall mean a communication by email or telephone between Escalation Representatives detailed in paragraph B.12 in relation to a Container Damage and/or non- compliance with Skycooler Operating Manuals.
“OEM” shall mean Original Equipment Manufacturing Company.
“Overhaul” means Skycooler continuous airworthiness maintenance program in compliance with OEM CMM and service bulletins for scheduled replacement of parts and software upgrades associated with Temperature Control Unit.
“Quotation” shall mean a document issued by Skycooler pertaining to Container Damage/s and associated Fees.
“Rental Month” shall mean a calendar month period during which a Container is leased.
“Repair/s” shall mean any repair of a Damaged Container necessary to return it to an undamaged condition.
“SAP Ariba” means a cloud-based vendor management system used by the Client for its management of purchase orders goods receipt and payment of Skycooler invoices.
“Skycooler” shall mean Skycooler Limited Centrum House 36 Station Road Egham Surrey TW20 9LF
“Spare Parts” shall mean approved and certified spare parts supplied by the OEM Company.
“Structural Damage” shall mean any Damage refers to the loss of structural integrity which is the loss of the load carrying capacity of a component within a structure to the structure itself rendering the Container not airworthy.
“TAT” shall mean Turn Around Time
“TCU” shall mean Temperature Control Unit being an integrated part of the Containers
“TSO” shall mean a minimum performance standard for specified materials parts and appliances used on civil aircraft and identified by a TSO plate attached to each and every Container listing a unique part number and serial number.
“Turn Around Time” shall mean a number of Business Days only.
“ULD” shall mean a Unit Load Devise defined by FAA EASA CAA and IATA.
“ULD Repair and Maintenance Company” shall mean a Company certified to perform repairs on ULDs in accordance with FAA regulations no. 145 EASA Regulations JAR145 and being performed at premises approved by the Civil Aviation Authorities on United Kingdom.
“Warranty Parts” shall mean approved and certified spare parts supplied by the OEM Company for account of Skycooler.
“Work Order” shall mean a document issued by an authorized Repair Company listing Container Damage/s.
Definitions listed herein are included within Contract No. C7139 and associated Change Orders.

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