General Terms and Conditions

Quoted Bids: When requested by the Client, BidQwest Aviation, Inc. will solicit bids from various charter operators. Quoted bids are not binding. All bids are subject to aircraft and crew availability at the time that the charter operator receives notice of acceptance of its bid. Bids are accepted by Client by executing the Agreement for Aircraft Charter and faxing or mailing (time permitting) to BidQwest; whereupon BidQwest will confirm, aircraft and crew availability.

Confirmation: After Client selects a bid, BidQwest will send to the Client, via facsimile, electronic email or mail a confirmation package. Such confirmation package shall include an Agreement for Aircraft Charter which will have attached as part of the Agreement: (a) an invoice that contains the Estimated Charter Price, an itinerary with dates and times of departures, approximate arrival times, destinations, type of aircraft, details regarding catering and any other services or amenities as requested by Client, (b) a copy of Payment Terms and Conditions, (c) a copy of these BidQwest General Terms and Conditions, and (d) a third party safety audit of the charter operator produced by ARG/US Research. This safety audit is solely for Client’s information; BidQwest does not guarantee the accuracy of the information contained within the safety audit or that such safety audit is representative of the charter operator’s future operation or performance. Client must sign and return via facsimile or mail the Agreement for Aircraft Charter, including these BidQwest General Terms and Conditions signed and dated as indicated. Client is responsible to contact BidQwest if there are any discrepancies between the details received from BidQwest and those requested by the Client.

Cancellation: Client may cancel a charter at any time up to forty-eight (48) hours prior to the scheduled departure of the charter without penalty and all funds will be returned to the Client. Failure of Client to pay the Estimated Charter Price and either a retainer equal to ten percent (10%) of the Estimated Charter Price or supply credit card information to secure payment of any additional costs of the charter more than forty-eight (48) hours before the scheduled departure of the charter will be deemed as a cancellation by the Client. Client acknowledges that any cancellation occurring within forty-eight (48) hours prior to the scheduled departure of the charter or during the time of the charter will result in a cancellation fee equal to the costs incurred as a result of any partial completion of itinerary, including but not limited to return of aircraft to its base, plus the greater of (i) costs incurred for specifically positioning or repositioning the aircraft and flight crew in preparation for the cancelled trip, or (ii) flight time charges equivalent to two (2) hours of operation plus the assessment of a charge for services, on behalf of BidQwest, not to exceed five percent (5%) of the Estimated Charter Price. Where a cancellation fee is assessed, Client authorizes BidQwest to obtain payment via Client’s previously selected method of payment (i.e., if by credit card, then BidQwest is authorized to charge the credit card for the cancellation fee; if to the escrow account, then the Escrow Agent is required to disburse funds to BidQwest to pay the cancellation fee; if Client made payment directly to BidQwest, then BidQwest is authorized to retain the cancellation fee).

Payment Of Additional Costs: Additional costs include all costs incurred by the selected charter operator in performance of the charter: (a) which were not part of or vary from the estimated charter cost, including taxes, over flight permits, landing charges, catering costs, flight phone calls, customs fees, deicing fees, hanger costs, crew trip expenses and other similar services related to out of pocket expenses; or (b) which occurred by reason of a deviation in the itinerary caused by weather, governmental actions or Client’s actions or requests. Client will guarantee the payment of all additional costs by (i) credit card at the time that the charter is booked or (ii) payment of an additional ten percent (10%) of the total Estimated Charter Price to be held as a retainer to cover additional costs. If the balance for additional costs exceeds the amount held as retainer, such balance shall be invoiced separately to Client after the completion of the charter for payment within thirty (30) days. Any funds, in excess of all additional costs, being held as a retainer by BidQwest will be refunded to client after completion of the charter.

Past Due Amounts:If any amounts owed by Client remain outstanding thirty (30) days after the performance or cancellation of the charter or issuance of post flight invoices, then in addition to such outstanding amount, Client shall pay BidQwest the lesser of one percent (1%) per month or the highest rate permitted by law. In addition, Client shall be responsible for all reasonable costs of such collection, including attorneys’ fees.

BidQwest As An Agent: BidQwest acts solely as an agent of third party certified charter operators operating under Part 135 of the Federal Aviation Administration Regulations for purposes of arranging charter flight(s) on behalf of Client(s). Client acknowledges that BidQwest does not act as an agent of Client, that BidQwest is not a charter operator and that BidQwest shall not have any responsibility or liability of any nature for damage to or loss of property, or injury or death due to any act, omission or negligence of any charter operator or its employees or other agents. Client further acknowledges that the specified charter operator is a third party and is responsible for all aspects of the chartered flight, including catering, baggage, cargo, property, safety, delays, non-performance, substitution of equipment, or any act, failure or omission by such charter operator, its employees or other agents. Client further acknowledges that the charter operator is solely responsible for the operation of the aircraft, and, as such, the charter operator and its pilots are exclusively responsible for all safety determinations and the results of those determinations, including, without limitation, whether or not a flight should be delayed or cancelled due to inclement weather or mechanical difficulties.

Force Majeure: BidQwest shall not be liable for any personal injury, death or property damage, failure or delay in performance caused by reason of conditions or causes beyond its control, including but not limited to natural catastrophes or other Acts of God, government actions or restrictions, war, insurrection, mechanical failure, lack of essential supplies or parts, strikes, lockouts or labor disputes, quarantine, criminal activity and acts of terrorism.

Damages: Client assumes all responsibility and liability for Client’s and Client’s agents’, employees’ or guests’ safety, baggage, cargo, property, schedule and consequential damages, if any, that may result from or be associated with any act or omission by Client or any of Client’s agents, employees or guests in connection with the charter flight. Client shall indemnify and hold harmless BidQwest, its affiliates, officers, directors, employees and other agents and assigns from and against any and all liabilities, losses, damages, penalties, costs and expenses on account of any claim, suit, action, demand, proceeding or order made against any of them arising from, associated with or in connection with any acts or omissions by Client or any of Client’s agents, employees or guests or as caused by the contents of any of their baggage, cargo or carry on items. Client further agrees to pay for any damage to the chartered aircraft or any other equipment or furnishings (other than normal wear and tear) that is caused by Client or any of Client’s agents, employees or guests, or any of their cargo, baggage or carry on items.

Limitation of Damages and Disclaimer of Warranties. UNDER NO CIRCUMSTANCE WILL BIDQWEST BE LIABLE FOR ANY DAMAGES, LOSS, COST, EXPENSE OR LIABILITY FOR CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR INDIRECT DAMAGES OR LOSSES, WHETHER ARISING IN TORT OR IN CONTRACT, IN AN AMOUNT EXCEEDING THE AMOUNT OF THE SERVICE FEE BIDQWEST RECEIVED FOR SUCH CHARTER. BIDQWEST MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OF THE SERVICES PROVIDED BY THE CHARTER OPERATOR, ITS EMPLOYEES, CONTRACTORS, OR AGENTS. BIDQWEST EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

Passenger Identification: Due to Federally mandated security measures, all passengers eighteen (18) years of age or older are required to present valid, government-issued, picture identification prior to boarding (no exceptions). In addition, Client is required to furnish the charter operator a current passenger manifest prior to departure.

Prohibited Materials: Client and Client’s agents, employees or guests, shall not possess or allow any cargo or baggage to contain any substance which may result in the seizure, forfeiture or unsafe operation of the chartered aircraft.

International Flight:Client is solely responsible for ensuring that Client and Client’s agents, employees or guests possess all necessary travel documents including photographic identification cards, passports and visas. If Client’s flight involves a stop in a country other than the departure country, the Warsaw Convention may apply and may limit the liability of the charter operator for death, personal injury, or damage or loss of baggage. Costs incurred in foreign currencies during the performance of the charter which vary from the estimated price quoted in U.S. Dollars shall result in an adjustment in price to be reflected on an invoice issued after completion of the charter.

Miscellaneous: These General Terms and Conditions and any agreement of which they are a part shall be governed and interpreted according to the laws of the State of Missouri. The validity or enforceability of any provision of these General Terms and Conditions or any other terms or provisions of an agreement of which they are a part shall not affect the validity or enforceability of any other provision of these General Terms and Conditions or other agreement of which they are a part.