INTERNATIONAL AIR TRANSPORT ASSOCIATION

STANDARD GROUND HANDLING AGREEMENT

EFFECTIVE 1 January 2013

国际航空运输协会标准地面代理协议 (2013版本)

国际航空运输协会（International Air Transport Association，简称IATA）是一个由世界各国航空公司所组成的大型国际组织，其前身是1919年在海牙成立并在二战时解体的国际航空业务协会，总部设在加拿大的蒙特利尔，执行机构设在日内瓦。

 

STANDARD GROUND HANDLING AGREEMENT (SGHA)

between:

and:

The agreement consists of:

MAIN AGREEMENT, and, as required, 主协议

ANNEX A (description of services) 附件A（服务描述）

ANNEX(ES) B (location(s), agreed services and charges) 附件B：（所在地，协议服务和费用）

CONTENTS OF MAIN AGREEMENT 主协议内容

DEFINITIONS AND TERMINOLOGY 定义与术语

ARTICLE 1 PROVISION OF SERVICES  第1条 服务规定

ARTICLE 2 FAIR PRACTICES 第2条 公平执业

ARTICLE 3 SUBCONTRACTING OF SERVICES 第3条 服务分包

ARTICLE 4 CARRIER'S REPRESENTATION 第4条 承运人的承诺

ARTICLE 5 STANDARD OF WORK 第5条 工作标准

ARTICLE 6 REMUNERATION 第6条 酬金

ARTICLE 7 ACCOUNTING AND PAYMENT 第7条 会计与支付

ARTICLE 8 LIABILITY AND INDEMNITY 第8条 责任与赔偿

ARTICLE 9 ARBITRATION 第9条 仲裁

ARTICLE 10 STAMP DUTIES, REGISTRATION FEES 第10条 印花税、注册费     

ARTICLE 11 DURATION, MODIFICATION AND TERMINATION

第11条 有效期、变更和终止

ARTICLE 12 AUTHORIZATION TO CONTRACT 第12条 合同授权

 

 

DEFINITIONS AND TERMINOLOGY

For the sake of clarity, the following definitions and terminology apply to the SGHA;

AIRPORT TERMINAL means all buildings used for arrival and departure handling of aircraft.

ARRANGE (or MAKE ARRANGEMENTS FOR) implies that the Handling Company will request an outside agency to perform the service required. The charge of the outside agency shall be paid by the Carrier. The Handling Company assumes no liability toward the Carrier for such arrangements.

CARGO means revenue cargo, and non-revenue cargo such as service cargo and company materials.

CARRIER'S REPRESENTATIVE means the individual or organization authorized by the Carrier to act on the Carrier's behalf in matters concerning Article 4.

CO-ORDINATE means to collect and communicate operational information to the respective parties at the direction of the Carrier, or the Carrier's Representative, as required to perform the services as contracted by the Carrier with Third Parties in the respective Annex(es) B.

CARRIER'S AIRCRAFT means any aircraft owned, leased, chartered, hired or operated or otherwise utilised by or on behalf of the Carrier and in respect of which the Carrier has either expressly or implicitly contracted, instructed or otherwise requested the Handling Company to perform or carry out any ground handling service(s).

DEPARTURE CONTROL SYSTEM (DCS) means an automated method of performing check-in, capacity control, load control and dispatch of flights.

DIRECT LOSS means a loss arising naturally or directly from an occurrence and which excludes remote, indirect, consequential, or special losses or damages, such as loss of revenue or loss of profit.

ELECTRONIC DATA INTERCHANGE (EDI) means the computer-to-computer (application-to-application programprocessing) transmission of business data in a standard format.

ICAO means International Civil Aviation Organisation.

IATA means International Air Transport Association.

LIAISE means to communicate and maintain contact.

LOAD means any item carried in an aircraft other than is included in the basic operating weight.

LOADS means baggage, cargo, mail and any aircraft supplies including ballast.

PASSENGER(S) means any person(s) both revenue and non-revenue, except members of the crew, carried or to be carried in an aircraft with the consent of the Carrier.

PROVIDE implies that the Handling Company itself assumes responsibility for the provision of the service required.

RECEIVING CARRIER means a carrier who receives Loads from a transferring carrier at a transfer point.

SPECIAL SHIPMENTS includes, but not limited to, perishables, live animals, valuables, vulnerable cargo, news material and dangerous goods.

SPECIALISED CARGO PRODUCTS includes but not limited to, express cargo, courier shipments and same day delivery.

STATION MANAGEMENT means management of Carriers' administrative and/or operational functions(s) within the scope defined in the Annex B.

SUPERVISION means to oversee and direct the performance of the Services contracted by the Carrier with third parties, i.e. companies who have a separate Annex B (or similar contract with the Carrier). The term Supervision shall not apply to the Handling Company self-management of its own services or overseeing of the Handling Company's subcontractors (as referenced to in Article 5 of the Main Agreement).

TECHNICAL LANDING is a landing for other than commercial reasons where no physical change of Loads, Passenger and/or crew occurs.

TICKET means the document entitled "Passenger Ticket and Baggage Check" issued by or on behalf of the carrier and includes Notice of Contract Terms incorporated by reference and notices and the flight and passenger coupons contained therein.

TRANSIT FLIGHT is an aircraft making an intermediate landing for commercial reasons where a change of Loads, Passenger and/or crew occurs.

TRUCK SERVICE means a service operated by truck on behalf of an airline carrying Loads documented in accordance with the applicable IATA and/or ICAO rules, regulations and procedures. In the Main Agreement and in Annex A, the word “aircraft” will read “truck” and “flight” will read “truck service” when it concerns the handling of a truck as meant under the above definitions.

TURNROUND FLIGHT is an aircraft terminating a flight and subsequently originating another flight following a complete change of Loads, Passenger and/or crew.

UNIT LOAD DEVICES (ULDs) Aircraft unit load device (ULD) is an assembly of components comprising either of the following:

•aircraft pallet and pallet net

•aircraft pallet and pallet net over an igloo

•aircraft container

The purpose of the unit is to enable individual pieces of cargo, baggage or mail to be assembled into a standard-sized unit to facilitate rapid loading onto and offloading from aircraft having compatible handling and restraint systems which interface directly with the unit.

 

MAIN AGREEMENT

An Agreement made between:

having its principal office at:

hereinafter referred to as ‘the Carrier’ or ‘the Handling Company’ as the case may be,

and:

having its principal office at:

hereinafter referred to as ‘the Handling Company’ or ‘the Carrier’, as the case may be,

the Carrier and/or the Handling Company may hereinafter be referred to as “the Party(ies)”

WHEREBY THE PARTIES AGREE AS FOLLOWS:

 

ARTICLE 1. PROVISION OF SERVICES

1.1 General

The Carrier and the Handling Company agree to give the highest importance to the compliance to all applicable laws and regulations governing their activities and expects its agents and contractors to do the same.

Of particular concern are laws related to anti-bribery, anti-trust and labor relations (including but not limited to the prohibition of child labor).

The Services shall be made available within the limits of the capabilities of the Handling Company and the Handling Company will comply at all times with and will deploy best efforts to make sure its employees and subagents comply with:

•All laws and regulations applicable in its country of establishment and all other countries in which Services are provided under this Agreement

•Applicable IATA and/or ICAO and/or other governing rules, regulation and procedures

•All international treaties and regulations that apply in general to commerce and in particular to the operation of aircraft, transportation of passengers and air freight or mail

The Carrier and the Handling Company shall ensure that their respective personnel assigned to the performance of this agreement are aware of all relevant legislation applicable to commerce in general, aircraft operation, passenger transport and air freight.

Further, the Carrier and the Handling Company shall ensure that all their respective employees assigned to the performance of this Agreement where applicable, shall be aware of the essentials of:

•Competition and antitrust regulations in its country of residence, establishment as well as such regulations with extraterritorial application.

•The rules governing bribery, kick-backs, secret commissions and payments to government officials in its country of residence, establishment as well as such regulations with extraterritorial application.

•Any other applicable law or regulation, whose breach or violation by a Party or its employees could cause damage to the other Party or its employees.

It is not considered necessary or possible to specify every detail of the services it being generally understood what such services comprise and the standards to be attained in their performance.

1.2 Documents for Ground Handling

Documents used for ground handling shall be the Handling Company's own documents, where applicable, provided these documents comply with standardised formats that may apply under IATA and/or ICAO and/or other governing rules, regulations and procedures.

1.3 Scheduled Flights

The Handling Company agrees to provide for the Carrier's Aircraft for flights operating on an agreed schedule at the location(s) stated in the Annex(es) B, those services of Annex A as are listed in the Annex B for the respective locations. The Carrier, in turn, agrees to inform the Handling Company as soon as possible about any changes of schedule and/or frequencies and/or types of aircraft.

1.4 Extra Flights

The Handling Company will also provide the services to the Carrier's Aircraft for flights in addition to the agreed schedule at the same locations, provided that reasonable prior notice is given and the provision of such additional services will not prejudice commitments already undertaken.

1.5 Priority

The Handling Company shall, as far as possible, give priority to aircraft operating on schedule.

1.6 Emergency Assistance

It is the responsibility of the Handling Company to participate in local emergency response plan(s) in order to provide support to the Carrier in the event of an emergency including but not limited to, forced landings, accidents or acts of violence.

Carrier will contact the Handling Company to establish the carrier's needs in an emergency and provide the Handling Company its current emergency procedures.

In the absence of Carrier instructions, in part or whole, the Handling Company shall follow its own emergency response plan(s).

In case of an emergency, the Handling Company shall without delay activate its local emergency plan(s) which includes the immediate notification to the Carrier and establish open-line communications with the Carrier.

The Handling Company shall take all reasonable measures to assist passengers, crew and family members and to safeguard and protect baggage, cargo and mail carried in the aircraft from loss or damage in co-operation with the relevant local authorities.

All documentation and information pertaining to the emergency is the property of the Carrier and shall be held confidential by the Handling Company, unless such documentation and information is specifically required by applicable law or by governmental or local authorities regulations.

The Carrier shall reimburse the Handling Company for expenses and disbursements incurred in rendering such assistance.

1.7 Additional Services

As far as possible, the Handling Company will, upon request, provide to the Carrier additional services not set forth in the present Agreement. Such services may be governed by special conditions to be agreed between the Parties.

1.8 Other Locations

In case of occasional flights of the Carrier's Aircraft at locations which are not designated in the present Agreement, where the Handling Company maintains a ground handling organisation, the Handling Company shall, on request, make every effort, subject to the means locally available, to provide necessary services.

 

ARTICLE 2. FAIR PRACTICES

2.1 The Handling Company shall use its best efforts to protect the Carrier's confidential information and make it available for the purposes of the Carrier only.

2.2 Neither Party to this Agreement shall disclose any information contained in Annex(es) B to outside parties without the prior consent of the other Party, unless such information is specifically required by applicable law or by governmental or authorities' regulations, in which case the other Party will be notified accordingly.

 

ARTICLE 3. SUBCONTRACTING OF SERVICES

3.1 The Handling Company is entitled to delegate any of the agreed services to subcontractors with the Carrier's prior written consent. It is understood that, in this case, the Handling Company shall be responsible to the Carrier for the proper rendering of such services as if they had been performed by the Handling Company itself. Any subcontracting of services and the provider(s) thereof, shall be recorded in the Annex(es) B.

3.2 The Carrier shall not appoint any other person, company or organisation to provide the services which the Handling Company has agreed to provide by virtue of this Agreement, except in such special cases as shall be agreed between the Parties.

 

ARTICLE 4. CARRIER'S REPRESENTATION

4.1 The Carrier may maintain at its own cost, its own representative(s) at the location(s) designated in the Annex(es) B. Such representative(s) and representative(s) of the Carrier's Head Office may inspect the services provided to the Carrier by the Handling Company pursuant to this Agreement, advise and assist the Handling Company and render to the Carrier's clients such assistance as shall not interfere with the provision of services by the Handling Company.

4.2 The Carrier may, by prior written notice to the Handling Company and at its own cost, engage an organisation (hereinafter referred to as ‘the Supervisor’) to supervise the services of the Handling Company at the location(s) designated in Annex(es) B. Such notice shall contain a description of the services to be supervised.

The Supervisor shall have the same authority as defined above in Sub-Article 4.1 for the Carrier's own representative.

4.3 Such assistance, when performed by the Carrier's representative(s) and/or Supervisor(s) will be the sole responsibility of the Carrier, unless requested by the Handling Company.

 

ARTICLE 5. STANDARD OF WORK

5.1 The Handling Company shall carry out all technical and flight operations services as well as other services also having a safety aspect, for example, load control, loading of aircraft and handling of dangerous goods, in accordance with the Carrier's instructions, receipt of which must be confirmed in writing or by electronic confirmation to the Carrier by the Handling Company.

In the case of absence of instructions by the Carrier, the Handling Company shall follow its own standard practices and procedures provided they comply with the applicable IATA and/or ICAO and/or other governing rules, regulations and procedures.

5.2 The Handling Company shall carry out all other services in accordance with the Carrier's procedures and instructions. In the case of absence of instructions by the Carrier, the Handling Company shall follow its own standard practices and procedures.

5.3. The Handling Company agrees to take all possible steps to ensure that, with regard to contracted services, the Carrier's Aircraft, crews, Passengers and Loads receive treatment not less favourable than that given by the Handling Company to other carriers or its own comparable operation at the same location.

5.4 The Handling Company agrees to ensure that the authorisation of specialised personnel performing services for the Carrier is valid and current. If at any time the Handling Company is unable to provide authorised personnel as requested by the Carrier, the Handling Company shall inform the Carrier immediately. 5.5 The Carrier shall supply the Handling Company with sufficient information and instructions to enable the Handling Company to perform its handling properly.

5.6 In the provision of the services as a whole, due regard shall be paid to safety, security, local and international regulations, applicable IATA and/or ICAO and/or other governing rules, regulations and procedures in such a manner that delays and damage to the Carrier's Aircraft and Load are avoided and the general public is given the best impression of air transport.

5.7 The Handling Company must report to the Carrier's Representative immediately all loss or damage, threatened or actual, to the Carrier's Aircraft, crew, Passengers and Loads noticed in the course of the handling or which in any other way comes to the knowledge of the Handling Company.

5.8 The Parties shall agree on the quality standards for any service provided, including those covered by Sub-Article 5.1 above. Such quality standards for a specific location may form part of the applicable Annex B. The Handling Company agrees to take all possible steps to ensure that, with regard to contracted services, the agreed upon quality standards will be met.

5.9 The Carrier or a regulatory authority governing the Carrier's operations may, at its own cost, and with reasonable prior notice, audit the designated services in the applicable Annex(es) B. Such notice shall contain a description of the area(s) to be audited. The Handling Company shall cooperate with the Carrier and will undertake any corrective action(s) required.

5.10 In the provision of the services, the Parties agree to comply with any applicable data protection laws.

5.11 The Handling Company shall supervise and manage its own activities and/or those subcontracted as agreed within the scope of services specified in Annex(es) B.

5.12 The Handling Company shall be able to demonstrate a Safety Management System in use following IATA AHM 610 and/or ICAO, local and international regulations, or other governing rules.

5.13 The Handling Company shall promote awareness and strive to achieve best practices in Environmental and Social Responsibility.

 

ARTICLE 6. REMUNERATION

6.1 In consideration of the Handling Company providing the services, the Carrier agrees to pay to the Handling Company the charges set out in the respective Annex(es) B, within the terms specified. The Carrier further agrees to pay the proper charges of the Handling Company and to discharge all additional expenditure incurred for providing the services referred to in Sub-Articles 1.4, 1.6, 1.7 and 1.8.

6.2 The charges set out in Annex(es) B do not include:

—any charges, fees or taxes imposed or levied by the Airport, Customs or other authorities against the Carrier or the Handling Company in connection with the provision of services herein by the Handling Company or in connection with the Carrier's flights.

—expenses incurred in connection with stopover and transfer passengers and with the handling of passengers for interrupted, delayed or cancelled flights.

Such charges, fees, taxes or other expenses as outlined above shall be borne ultimately by the Carrier.

 

ARTICLE 7. ACCOUNTING AND PAYMENT

7.1 The Handling Company shall invoice the Carrier monthly, unless otherwise agreed in Annex(es) B, with the charges arising from the provision of the handling services of Annex A as listed in Annex(es) B at the rates of charges set out in Annex(es) B.

7.2 Payment shall be effected through the IATA Clearing House unless otherwise agreed in Annex(es) B.

7.3 The Parties shall reach agreementon the payment terms at each location. Such payment terms will form part ofthe applicable Annex(es) B.

 

ARTICLE 8. LIABILITY AND INDEMNITY

In this Article, all references to:

(a) “the Carrier” or “the Handling Company” shall include their employees, servants, agents and subcontractors;

(b) “ground support equipment” shall mean all equipment used in the performance of ground handling services included in Annex A, whether fixed or mobile, and

(c) “act or omission” shall include negligence.

8.1 Except as stated in Sub-Articles 8.5 and 8.6, the Carrier shall not make any claim against the Handling Company and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:

(a) delay, injury or death of persons carried or to be carried by the Carrier;

(b) injury or death of any employee of the Carrier;

(c) damage to or delay or loss of baggage, cargo or mail carried or to be carried by the Carrier, and

(d) damage to or loss of property owned or operated by, or on behalf of, the Carrier and any consequential loss or damage;

arising from an act or omission of the Handling Company in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with the knowledge that damage, death, delay, injury or loss would probably result.

PROVIDED THAT all claims or suits arising hereunder shall be dealt with by the Carrier; and

PROVIDED ALSO THAT the Handling Company shall notify the Carrier of any claims or suits without undue delay and shall furnish such assistance as the Carrier may reasonably require.

PROVIDED ALSO THAT where any of the services performed by the Handling Company hereunder relate to the carriage by the Carrier of passengers, baggage or cargo, then if the limitations of liability imposed by the Warsaw Convention and/or the Montreal Convention (1999) as applicable and as amended from time to time would have applied if any such act or omission had been committed by the Carrier but are held by a Court not to be applicable to such act or omission committed by the Handling Company in performing this Agreement then upon such decision of the Court the indemnity of the Carrier to the Handling Company hereunder shall be limited to an amount not exceeding the amount for which the Carrier would have been liable if it had committed such act or omission.

8.2 The Carrier shall not make any claim against the Handling Company in respect of damage, death, delay, injury or loss to third parties caused by the operation of the Carrier's Aircraft arising from an act or omission of the Handling Company in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.

8.3

(a) Notwithstanding the provisions of Sub-Article 8.1, in the case of claims arising out of surface transportation which is provided on behalf of the Carrier and is part of the operation of loading/embarking or unloading/disembarking and/or is covered by the Carrier's Contract of Carriage the indemnity shall not exceed the limits specified in the said Contract of Carriage.

(b) In the case of claims arising out of surface transportation which is not provided on behalf of the Carrier and/or is not part of the operation of loading/embarking or unloading/disembarking and/or is not covered by the Carrier's Contract of Carriage the waiver and indemnity herein contained shall not apply.

8.4 The Handling Company shall not make any claim against the Carrier and shall indemnify it (subject as hereinafter provided) against any legal liability for claims or suits, including costs and expenses incidental thereto, in respect of:

(a) injury to or death of any employees of the Handling Company, its servants, agents or subcontractors; and

(b) damage to or loss of property owned or operated by, or on behalf of, the Handling Company and any consequential loss or damage;

arising from an act or omission of the Carrier in the performance of this Agreement unless done with intent to cause damage, death, delay, injury or loss or recklessly and with knowledge that damage, death, delay, injury or loss would probably result.

8.5 Notwithstanding Sub-Article 8.1(d), the Handling Company shall indemnify the Carrier against any physical loss of or damage to the Carrier's Aircraft caused by the Handling Company's negligent act or omission PROVIDED ALWAYS THAT the Handling Company's liability shall be limited to any such loss of or damage to the Carrier's Aircraft in an amount not exceeding the level of deductible under the Carrier's Hull All Risk Policy which shall not, in any event, exceed USD 1,500,000 except that loss or damage in respect of any incident below USD 3,000 shall not be indemnified.

For the avoidance of doubt, save as expressly stated, this Sub-Article 8.5 does not affect or prejudice the generality of the provisions of Sub-Article 8.1 including the principle that the Carrier shall not make any claim against the Handling Company and shall indemnify it against any liability in respect of any and all consequential loss or damage howsoever arising.

8.6. Furthermore, notwithstanding Sub-Article 8.1.(c), the Handling Company shall indemnify the Carrier against direct loss of or damage to the Carrier's cargo (excluding Mail) caused by the negligent act or omission by or on behalf of the Handling Company in the provision of the services and/or the supply of goods under this Agreement PROVIDED ALWAYS THAT the Handling Company's liability shall be limited to as set out in article 22.3 of the Montreal Convention 1999 or any amendment to that Convention in force at the time of the loss or damage or to the actual compensation paid out by the Carrier, whichever is less. In any event, the total amount of the claim shall not exceed USD 1,000,000, except that loss or damage in respect of any claim below USD 500 shall not be indemnified. Any claim shall be submitted within the time limits set out in article 31.2 of the Montreal Convention 1999. For the avoidance of doubt, the liability of the Handling Company shall never exceed the liability of the Carrier.