The Customer/Applicant hereby agrees to these General Terms and Conditions (the “Terms and Conditions”) by requesting and/or receiving J&D Oilfield International’s quotes order and services.
J&D Oilfield International constantly revises and changes these General Terms and Conditions without previous notice. Any kind of services or quotation provided to Customer/Applicant by or on behalf of J&D Oilfield International constitutes the Customer/Applicant’s agreement to such changes.
J&D Oilfield International is a company that provides intermediary aviation services, by contacting third-party services providers. However, J&D Oilfield International does not provide any aviation services itself and does not control the operations of the third-party service providers. For the purposes of these Terms and Conditions, “J&D Oilfield International” shall mean J&D Oilfield International Ltd., J&D Oilfield International Inc., J&D Oilfield International S.A., and their affiliates, successors and assigns.
1.1. Except to the extent covered by separate written agreements between J&D Oilfield International and the Customer/Applicant, this Terms and Conditions contain the entire understanding of the parties and shall govern all matters relating to the acquisition or quotation of all services and goods by Customer/Applicant from or through any arrangement made by J&D Oilfield International or any subsidiary of J&D Oilfield International, including but not limited to Customer/Applicant’s purchase of any kind of fuel and flight services provided to Customer/Applicant by or on behalf of J&D Oilfield International and the access to J&D Oilfield International network which is J&D Oilfield International worldwide network of aviation service providers.
1.2. In the event that Customer or Provider and J&D Oilfield International become debtors among them, the obligations existing between them can be extinguished in accordance with a separate written agreement, signed between both parties.
1.3. Any information provided by J&D Oilfield International and any associated material are for the sole and exclusive use of Customer/Applicant. Such material may contain certain information that is subject to confidentiality, export and/or release restrictions, and may not be disclosed or released to any third party without: (i) ensuring that such disclosure or release does not violate any disclosure restrictions contained in any laws or regulations of the State of Florida or the United States of America; and (ii) obtaining prior written consent of J&D Oilfield International for any disclosure or release.
2. PRICES AND CHARGES
2.1. Prices are accurate as to J&D Oilfield International’s knowledge at the time of quoting. Prices are quoted on the basis of most recent records available to J&D Oilfield International. Prices are subject to variation for reasons including but not limited to conversion of price, market variations, changes in fees, price validity update, taxes, government surcharges and exchange rate fluctuations (where applicable).
2.2. Any amount corresponding to taxes, including but not limited to hydrocarbons and oil taxes, are estimated amounts provided to the Customer/Applicant only for informational purposes. Such amounts may and their applicability may vary according to the country. In the event these taxes are applicable, J&D Oilfield International will to pass through tax liabilities to the customer.
2.3. Additional fees such as, but not limited to, third party charges and disbursements, fuel additive, de-icing fees, after hours’ charges, and minimum uplift requirements, and any other charges in connection with Customer/Applicant’s flight by the airport, service provider, customs or other governmental authorities may apply.
3. INVOICING, DISPUTES, PAYMENT, TERMS OF SERVICE
3.1. J&D Oilfield International will invoice Customer/Applicant for all sums due hereunder. Third party charges will be invoiced after J&D Oilfield International receives such third party’s invoices, which will include, without limitation, charges for communications made or accepted on Customer/Applicant’s behalf. J&D Oilfield International’s invoices by e-mail shall be considered original invoices. Unless disputed in writing by Customer/Applicant within seven (7) days of the invoice date, all invoices shall be deemed correct and accepted by Customer/Applicant. All disputes shall be forwarded to J&D Oilfield International by e-mail to firstname.lastname@example.org. If J&D Oilfield International has paid the third party providers prior to receiving Customer/Applicant’s notice of dispute, Customer/Applicant shall pay J&D Oilfield International in full, subject to subsequent credit or refund from J&D Oilfield International to the extent of any refund or credit received from the third party providers. No dispute shall relieve Customer/Applicant of its obligation to timely pay undisputed portions of the invoice. Third party providers’ invoices are property of J&D Oilfield International and not for disclosing. J&D Oilfield International will answer the disputes within (10) days after receiving the request. With respect to fuel tickets, securing the tickets remains at the pilot’s discretion. In some occasions J&D Oilfield International may not be liable for providing fuel tickets. In some cases, third party providers may wait for a period of time to forward the invoices for their services to J&D Oilfield International; because of this, Customer/Applicant may not receive J&D Oilfield International’s invoice for these services until a significant amount of time has passed since the completion of the services. Whatever the cases may be, Customer/Applicant hereby acknowledges and agrees that J&D Oilfield International’s invoice(s) is/are the only supporting documentation required. J&D Oilfield International do not commit to supply any other back-up(s) and/or supporting document(s) but only its invoice(s).
3.2. Payment. Customer/Applicant shall pay J&D Oilfield International for all services and goods provided at the request of Customer/Applicant, or otherwise supplied by or obtained through any agreement made by J&D Oilfield International or its service providers for the benefit of Customer/Applicant, including any tax, duty, fee, or other governmental charge on fuel or other services and goods at such time as it is imposed or collected, even though retroactively imposed or collected.
3.3. Payments are due on the date stated in the corresponding invoice. Unless otherwise agreed by the parties, any and all payments must be done in USD by credit/debit card or wire transfer to J&D Oilfield International, at the bank account shown on the invoice, with all charges to Customer/Applicant for initiating any wire transfer to be in addition to the invoice and paid by Customer/Applicant. All payments, including bank transfers, shall indicate which invoice(s) the payment covers; otherwise, J&D Oilfield International may apply the payment to Customer/Applicant’s invoices at J&D Oilfield International’s discretion.
3.4. Late Payment. In the event that Customer/Applicant delays any payment not performing his obligations; Customer/Applicant shall pay an interest at the maximum rate allowed by law and shall pay any additional late fee charge. Without limitation to any other accrued rights to which J&D Oilfield International may be entitled, J&D Oilfield International shall be entitled to recover all costs and expenses resulting from the collection of past or due invoices, including, but not limited to attorney fees and expenses.
3.5. Suspension of Services. Customer/Applicant may be a customer of pre-paid services “Prepayment Customer” or a customer which received financing from J&D Oilfield International “Credit Customer.” J&D Oilfield International will decide whether a Customer/Client is a Prepayment Customer or a Credit Customer, and will notify such decision to the Customer/Client.
For Prepayment Customer, J&D Oilfield International will only provide the services paid in advance by such Prepayment Customer and will not provide any further services until and unless the Prepayment Customer pays in advance for the value of such services as stated in the corresponding invoice.
For Credit Customers, J&D Oilfield International will provide services and send the corresponding invoice, and the Credit Customer shall pay such invoice in the manner and period stated thereof. J&D Oilfield International will suspend any further services to any Credit Customer if such Credit Customer does not pay the amounts due to J&D Oilfield International as stated in the corresponding invoice in the manner and period stated thereof. J&D Oilfield International may resume services to Credit Customer after the following conditions are met: (i) such Credit Customer pays the amounts due to J&D Oilfield International, plus any interest and any other charges as provided herein or in the invoice; and (ii) the Credit Customer pays a reactivation fee of one and one half percent (1.5%) of the amount outstanding.
3.6. Nonpayment. In the event Customer/Applicant fails to make full payment when due, J&D Oilfield International reserves the right to charge Customer/Applicant interest on the unpaid amount at the rate set forth by J&D Oilfield International at its own discretion. In addition, J&D Oilfield International, without waiving any other rights or remedies to which it may be entitled, shall have the right to suspend or terminate the provision of services or goods until such payment is received and may decide not to accept additional orders from Customer/Applicant and/or seek collection of all amounts due. J&D Oilfield International shall have no liability to Customer/Applicant for any such suspension or termination of the provision of services or goods or for the non-acceptance of orders.
3.7. Liens. In the event Customer/Applicant fails to make full payment when due, Customer/Applicant, either as owner of the aircraft for which services or goods are purchased or as duly authorized agent of the owner of the aircraft, in addition to all other rights and remedies, herby authorizes J&D Oilfield International to file a lien for any and all unpaid charges and acknowledges and agrees that J&D Oilfield International may invoke any and all statutory or equitable lien rights (or those of any participating aviation merchants) in connection with the enforcement of J&D Oilfield International’s right to payment under this Agreement.
3.8. Withholding of Services. If J&D Oilfield International in its sole discretion, at any time deems itself insecure with regard to the creditworthiness of Customer/Applicant, the provision of services, including J&D Oilfield International’s extension of credit to Customer/Applicant, with or without notice, until security is provided that is acceptable to J&D Oilfield International in its sole discretion.
4. DISCLAIMERS, RELEASE AND INDEMNITY
4.1. Service Providers. J&D Oilfield International makes arrangements only with providers whom J&D Oilfield International believes are the best options available. However, providers of services are independent parties and J&D Oilfield International does not supervise nor has any control whatsoever on their operations. J&D Oilfield International undertakes no investigation and disclaims responsibility for the acts and omissions of any provider or for the quality of services and any kind of fuel or other goods sold or delivered by them, or for any defects therein, or for service provider’s violation of any applicable law or regulation. Customer/Applicant hereby releases J&D Oilfield International of any liability, and hold harmless J&D Oilfield International from any claim or damage that may arise in connection with any provision of services by the third party service providers to the full extent permitted by law.
4.2. DISCLAIMER OF LIABILITY. NEITHER J&D OILFIELD INTERNATIONAL OR ANY OF ITS SUBSIDIARIES, SHALL BE LIABLE FOR ERRORS, DELAYS, OR INTERRUPTIONS IN PROVIDING ANY SERVICES, ERRORS IN JUDGMENT, OR ANY OF ITS OWN ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO ITS NEGLIGENT ACTS OR OMISSIONS, AND THIRD PARTY NEGLIGENT ACTS OR OMISSIONS. CUSTOMER/APPLICANT ACKNOWLEDGES AND AGREES THAT J&D OILFIELD INTERNATIONAL OR ANY OF ITS SUBSIDIARIES SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY OR PROPERTY OR DAMAGE ARISING OUT OR IN CONNECTION WITH THE SERVICES PROVIDED. CUSTOMER/APPLICANT ACKNOWLEDGES AND AGREES THAT J&D OILFIELD INTERNATIONAL OR ANY OF ITS SUBSIDIARIES DO NOT INVESTIGATE THE CUSTOMER/APPLICANT’S OPERATIONS AND SHALL NOT BE LIABLE FOR ANY CLAIM, INVESTIGATION OR PROCEEDING ARISING OUT THE CUSTOMER/APPLICANT’S VIOLATION OF ANY LAW OR REGULATION.
4.3. INDEMNIFICATION. CUSTOMER/APPLICANT INDEMNIFIES AND SAVES J&D OILFIELD INTERNATIONAL AND ITS SUBSIDIARIES AND PROVIDERS FROM AGAINST ANY LIABILITY, LOSS, COST, DAMAGE, PENALTY, FINE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS FEES) ARISING OUT OR IN CONNECTION WITH ANY CLAIM, SUIT OR PROCEEDING BROUGHT AGAINST CUSTOMER/APPLICANT OR J&D OILFIELD INTERNATIONAL AS A RESULT OF, OR IN CONNECTION WITH ANY SERVICES PROVIDED BY J&D OILFIELD INTERNATIONAL OR ITS SUBSIDIARIES, OR THE PROVIDERS, INCLUDING, BUT NOT LIMITED TO THIRD-PARTY CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE, CLAIMS ARISING OUT THE PROVIDER’S OR CUSTOMER/APPLICANT’S BREACH OF ITS DUTIES HEREUNDER OR UNDER ANY AGREEMENT, CLAIMS OR GOVERNMENT INVESTIGATIONS FOR CUSTOMER/APPLICANT’S OR PROVIDERS’ VIOLATION OF ANY APPLICABLE LAW OR REGULATION.
5. APPLICABLE LAW, JURISDICTION
These Terms and Conditions, any transaction or purchase order relating thereto and any agreement among the parties, shall be governed by and construed in accordance with the laws of the State of Florida, United States of America. In action or proceeding arising out of or relating to these Terms and Conditions (an “Action”), each of the parties hereby irrevocably submits to the non-exclusive jurisdiction of any federal or state court sitting in Miami, Florida and further agrees that any Action may be heard and determined in such Florida Federal state court. Each party hereby irrevocably waives the defense of an inconvenient forum to the maintenance of any Action in Miami, Florida.
6. TRIAL BY JURY
THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF THE THESE TERMS AND CONDITIONS, ANY TRANSACTION OR PURCHASE ORDER RELATING THERETO AND ANY AGREEMENT AMONG THE PARTIES.
7. REPRESENTATIONS AND WARRANTIES
Customer/Applicant hereby represents and warrants that the Customer/Applicant is in compliance with all applicable laws and regulations, including laws regarding money laundering, and it does not and will not use the services provided by J&D Oilfield International for any activity that may be considered a violation of any law or regulation or crime, including regulations regarding money laundering and crimes against humanity. J&D Oilfield International hereby disclaims, and Customer/Applicant hereby releases J&D Oilfield International for any liability in connection with Customer/Applicant breach of these representations and warranties.
In the event of any conflict between these Terms and Conditions, and any invoice issued by J&D Oilfield International, the terms of such invoice shall supersede these Terms and Conditions.
9. NO WAIVER
The failure of J&D Oilfield International to insist in any instance upon the strict keeping, observance or performance of any provision of these Terms and Conditions, or any provision of any invoice shall not be construed as a waiver or relinquishment for the future of such provision, but the same shall continue and remain in full force and effect. No waiver or modification of any provision of these Terms and Conditions shall be deemed to have been made unless expressed in writing and signed by J&D Oilfield International. The receipt and retention by J&D Oilfield International of any amounts after the date any payment is due shall not constitute waiver of the Customer/Applicant’s obligation of payment of any amounts due on the dates set forth in the corresponding invoice.
In the event that any part or provision of these Terms and Conditions is declared unenforceable or invalid, the remainder provisions of these Terms and Conditions will continue to be valid and enforceable.
11. SPECIAL PROVISION FOR SERVICES IN VENEZUELA
Unless otherwise agreed by the parties, any Customer/Applicant with respect to an aircraft with Venezuelan tail “YV” that: (i) receives services from J&D Oilfield International in Venezuela; and (ii) the services are used for the operation of the aircraft within the Venezuelan territory (the “Venezuelan Transaction”) shall pay in local currency (i.e. Bolivares Fuertes). In addition, any such Venezuelan Transaction shall be governed by and construed in accordance with the laws of the Bolivarian Republic of Venezuela, and the parties of such Venezuelan Transaction hereby submit to the non-exclusive jurisdiction of the courts of the Bolivarian Republic of Venezuela. Any transaction that does not meet the conditions stated above shall be paid in United States Dollars and shall be governed by and construed in accordance with the laws of the State of Florida, and the parties of such non-Venezuelan Transaction hereby submit to the non-exclusive jurisdiction of the Federal and state courts of Miami, Florida; provided however, that any an aircraft with Venezuelan tail “YV” receiving other services that is not fuel within the Venezuelan territory may pay for such services in Bolivares Fuertes.
By way of example, if an aircraft receives services from J&D Oilfield International in Venezuela, and travels from Caracas, Venezuela to Valencia, Venezuela without traveling outside of the Venezuelan territory, it shall be considered a Venezuelan Transaction, and the amounts for the services provided shall be paid in Bolivars Fuertes. However, if an aircraft in Venezuela receives services from J&D Oilfield International in Caracas, Venezuela but travels to Miami, Florida, United States, the services provided shall not be considered a Venezuelan Transaction and the Customer/Applicant shall pay for such fuel services in United State Dollars.
By requesting and/or receiving J&D Oilfield International’s quotes order and services Customer/Applicant agrees with the provisions of these Terms and Conditions.