Transcription
IATA Document No. 2016-01MASTER ENGINE MAINTENANCE AGREEMENT(Master EMA)PREPARATORY NOTES1. This Master Agreement was jointly prepared by IATA’s Safety and Flight Operations Division and by IATA’s LegalDepartment, with input from subject matter experts of IATA airline-members, and maintenance providers.2. The structure of the document is that of a reference template - which is not signed - but rather is incorporatedby reference in a particular transaction through an individually executed amendment/attachment/supplement/exhibit/annex.3. The Parties may modify/add/remove/validate/invalidate Sections of this Agreement, or customize thecommercial and technical details through Annex 2.4. Transaction parties, whether or not members of IATA, may utilize this form if and when they desire and withwhatever amendments they deem appropriate. For convenience, the Master Engine Maintenance Agreement(Master EMA) shall also be posted on IATA’s website, in a downloadable format.5. IATA intends to review this document on a periodic basis to determine whether modifications are appropriate.If modified, the document shall be retitled.7. Please return your comments on use of this new IATA template to: psc@iata.org1
Contents1.OBJECTIVE .42.DEFINITIONS AND ABREVIATIONS .53.SCOPE OF SERVICES .134.STANDARD OF SERVICES . 145.INCOMING CONDITIONS, DELIVERY AND REDELIVERY .156.ENGINE PERFORMANCE TEST .167.TURNAROUND TIME .178.DOCUMENTATION .189.MATERIAL MANAGEMENT .1910.RATES AND CHARGES .2111.PAYMENT TERMS .2312.TAXES .2513.WARRANTY .2614.EXPORT REGULATIONS .2715.LIABILITY .2816.INSURANCE .2917.DURATION/TERMINATION OF THE AGREEMENT .3018.GOVERNING LAW AND ARBITRATION .3219.FORCE MAJEURE .3320.AGREEMENT CHANGES, ASSIGNMENT AND CONFIDENTIALITY .3421.REPRESENTATIONS . 3622.MISCELLANEOUS .37ANNEX 1 – CUSTOMER WORKSCOPE .38ANNEX 2 – ENGINE MAINTENANCE AGREEMENT .40ANNEX 3 – PRICING .43ANNEX 4 – ENGINE DOCUMENTS .46ANNEX 5 – NATIONAL HOLIDAYS .48ANNEX 6 – AUTHORITIES REQUIREMENTS .49ANNEX 7 – PARTS WITH LIMITATION AND RESTRICTION .53ANNEX 8 - INCIDENT/ACCIDENT CLEARANCE STATEMENT .542
IATA Document No. 2016-01 addresses arrangements for Engine Maintenance Services performed by and between:SERVICE PROVIDER,AndCUSTOMER,Hereafter referred to as the Parties.RECITALSWHEREAS this standardized form has been developed to facilitate contract formation for Engine MaintenanceServices;WHEREAS the Service Provider is a Maintenance and Repair Organization (MRO) certified by the appropriate nationalaviation authority with privileges for accomplishing the work to be performed under this Agreement; the ServiceProvider has a fixed place of business, with a fixed address;WHEREAS the Parties represent and warrant that their companies are duly incorporated under the laws of theclaimed jurisdiction, have the legal right to enter into this Agreement, and that entering into this Agreement doesnot violate or contravene any obligations that a Party may have to any third party;WHEREAS Customer wishes for the Service Provider perform the Maintenance Services, as set forth in thisAgreement; andWHEREAS, the Service Provider and Customer wish to utilize this Master EMA for the Maintenance Services on theterms hereof and Annexes hereto;IT IS HEREBY AGREED as follows:3
1.OBJECTIVE1.1 This Master Engine Maintenance Agreement (the “Agreement” or the “Master EMA”) governs the maintenanceservices, including, but not limited to inspection, repair, modification, overhaul and other related EngineMaintenance Services, as described in Engine Maintenance Agreement and specifically incorporates the termsthereof into this Agreement.1.2 Annex 2 – Engine Maintenance Agreement (EMA) clarifies and stipulates details of the terms hereof with respectto any Engine Maintenance Services carried out on the specific Engine described therein. Where an EMA is executed,this Master EMA, as complemented by Annex(es) shall be read as a single independent contract applicable to anysuch Engine Maintenance Services.1.3 The EMA shall have the form as set forth as in Annex 2 – Engine Maintenance Agreement.4
2.DEFINITIONS AND ABREVIATIONSWhen used in this Agreement, the following words have the following meanings:1.Actual Induction DateThe date when Service Provider started to work on the Engine in accordance withCustomer Workscope2.Additional WorkAny work requirement beyond the content of the Work Scope of the MaintenanceServices, which when mutually agreed to in writing by the Service Provider andCustomer, shall become part of the Maintenance Services3.AgreementThis IATA Engine Maintenance Agreement, including its Annexes, and any and allCustomer Workscopes and Purchase Orders, as amended or supplemented fromtime to time in accordance with the terms of this Agreement.4.AirworthinessConformity to Approved Design and in a condition for safe operation5.Airworthiness DataInformation issued by the design holder that defines approved maintenance to beperformed on such Aircraft, Engine or Component6.Airworthiness Directive (AD)A rule or regulation issued by a NAA informing owners and/or operators of theAircraft, Aircraft Engine, propeller or appliance of an unsafe condition that must becorrected7.AnnexesAnnexes to this Agreement regarding the Maintenance Services to be performedon the Engine8.Approved DataData specifically approved by the relevant NAA which may include drawings,specifications, manuals or procedures9.Approved Design HolderAn organization, which has been approved by the relevant NAA to develop designinformation10.Approved Technical DataAll technical data approved by the NAA11.Beyond Economic Repair or “BER”When the price of repairing the part exceeds BER rate – percentage of List Pricespecified in the Section 19 Annex 2 – EMA for a part or its superseding equivalent.12.Business DayA day on which the banks of Customer or the Service Provider are open for thetransaction of business of the type required by this Agreement13.Calendar DayAny calendar day at the location at which Maintenance Services are beingperformed or shall be performed14.Catalog List Price (CLP)The current list price of materials that are issued by OEMs, distributors or suppliers15.Claims and LossesAny and all (i) claims, suits, judgments and orders and (ii) losses, accrued liabilities,damages, costs, and expenses (however described, characterized or classified),5
including reasonable professional fees and expenses, in each case incurred orbinding and regardless of (a) the legal theory or economic assumptions on whichthey are based, (b) whether they are described as penalties and/or fines, and/or (c)whether they are susceptible to appeal or mitigation16.CMMComponent Maintenance Manual17.ComponentAny self-contained Part, combination of Parts, or subassemblies of units, whichform part of an Engine18.ConsumablesMaterials identified by a standard or other specification (or by a Part number inexceptional cases) in the maintenance or operational documents issued by theApproved Design Holder. Consumables can include but are not limited to fluids(such as cleaning agents, pickling agents, primers, paints, etc.) for surfacetreatment, adhesives, lubricants, oil, tape, etc.19.CRSCertificate of Release to Service20.CustomerThe organization, either an airline operator or an aircraft leasing company, orderingand receiving the Maintenance Services from the Service Provider21.Customer BaseCustomer’s base as the case may be22.Customer Furnished MaterialMaterial provided by Customer to the Service Provider for the purpose of theEngine Shop Visit23.Customer WorkscopeA document drafted by Customer with respect to an individual Engine describingMaintenance Services that Customer requests in order to return the Engine to aServiceable condition24.Customer’s RepresentativeA person assigned by Customer to act as its agent regarding issues related to theService25.Default Interest RateInterest on any overdue and unpaid amount, calculated at a per annum rate (basedon a calendar year). Such interest is applied to the amount due and unpaid fromthe date the amount was due to the actual date of Payment thereof26.DefectA finding or malfunction that may result in a failure, non-compliance or missing Part27.Defect RectificationCorrective maintenance action to eliminate Defects28.Deferred ItemPerformance which is deferred to a time later than originally scheduled29.DelayFailure by either Party to meet an agreed timeframe in this Agreement and itsAnnexes30.DeliveryDelivery of the Engine by Customer to the Service Provider at the Service Provider’sfacilities or as otherwise agreed as per Annex 1 herein31.DocumentationDocumentation listed in Annex 4 required to perform the Maintenance Services onthe Engine6
32.“DER Repair” or “DesignatedEngineering RepresentativeRepair”A repair performed in accordance with technical data approved by an FAADesignated Engineering Representative as an extension or substitute to OEMApproved Data33.“DOA Repair” or “DesignOrganization approval”A repair performed in by Type Certificate Holder in accordance with technical dataapproved by EASA as an extension or substitute to OEM-Approved Data34.EASAEuropean Aviation Safety Agency35.EASA Approval CertificateApproval issued by relevant NAAs based on EASA regulations36.Effective DateThe Calendar Day as of which this Agreement or certain conditions gain legal power37.Engine(i) each engine Customer owns or leases for operation on its fleet of aircraft,together with (ii) any and all Parts installed or incorporated in or attached theretoand any and all Parts removed therefrom so long as title thereto shall remain vestedin Customer or the Engine owner, as the case may be, in accordance with the termsof this Agreement after removal from such Engine38.Engine Manualmeans the Engine OEM Engine Manual for the Engine Type39.Engine TypeType of the Engine defined by OEM40.Exchangesubstitution of one item for another item of equivalent modification status wherethe title to the removed item is transferred to the Service Provider and title to thesubstitute item is transferred to Customer in accordance with the terms of thisAgreement41.ExpendablesItems without existing Repair procedure or the cost of Repair of which would notbe economical, including without limitation items such as hoses, filters and switches42.Export Control Lawsmeans law, regulations and orders applicable to the export, re-export, transfer,disclosure or provision of items and/or technology including, without limitation,export controls administered pursuant to (a) the US Export AdministrationRegulations ("EAR") and the International Traffic in Arms Regulations ("ITAR"), (b)EU and EU Member State export controls administered pursuant to CouncilRegulation (EC) 428/2009 and the various national export control laws, regulationsof member states regulating dual-use and military relate services43.FAAThe United States Federal Aviation Administration, including any successor agencyor agencies thereto exercising the same or substantially the same authority44.FARThe United States Federal Aviation Regulations as in effect from time to time duringthe term of this Agreement7
45.Flight CycleOne take-off, flight and touchdown46.Engine Flight HourA 60-minute period flown by the Engine between takeoff and landing, as recordedin the Technical Log excluding taxi time (will normally be measured to the nearesttenth of an hour)47.Foreign Object Damage (FOD)Damage to the Engine caused by external articles’ impact or ingestion, such as birds,stones, hail or other debris48.Governing LawThe statutes of the country or jurisdiction to which the Parties agree to subject, toconstrue and to interpret any legal matter which may arise out of it or in connectionwith the Agreement49.Government EntityAny executive, legislative, judicial or administrative authority (however described,characterized or classified), including courts and agencies50.Governmental AuthorityAny federal, provincial, state and local government (whether domestic or foreign),any political subdivision thereof or any other governmental, quasi-governmental,judicial, public or statutory instrumentality, authority, body, agency, bureau orentity or any arbitrator51.Handling ChargeA surcharge determined as a percentage of costs or in a fixed amount52.Overhaul/Full/Heavy MaintenanceShop VisitShop Visit performed as per highest level of Workscope defined in the OEM Manual53.IATAInternational Air Transport Association54.ICAOInternational Civil Aviation Organization55.IncotermsThe latest revision of the Publication by the International Chamber of Commerce(ICC Publication No. 560)56.Intellectual PropertyCreations protected from unauthorized use by common law or statute, such as,patents, trademarks, trade secrets and copyrights57.IOSAIATA Operational Safety Audit58.Kitting DateThe date when all Materials required for Engine assembly are available at ServiceProvider facility59.Labor ratePrice per 1 MH60.Late PaymentA payment made after the due date set forth in this Agreement61.LawAny (i) statute, decree, constitution, regulation, order or any directive of anyGovernment Entity, (ii) treaty, pact, compact or other agreement to which anyGovernment Entity is a signatory or party and (iii) judicial or administrativeinterpretation or application of any of the foregoing8
62.LienAny form of security interest granted over an item of property (mortgage, lien,charge, encumbrance, hypothecation, lease, or other claim, right or interest in anyproperty, whether that right or interest (i) arises by contract or operation of Lawand/or (ii) is possessory or non-possessory in nature) in order to secure thepayment of a debt or the performance of some other obligation63.Life Limited Parts (LLP)Articles for which a mandatory replacement limit has been established by the NAAand specified in the type design, Airworthiness Data or by an AD64.Line ItemThe Material Part number or reference used for the performance of theMaintenance Services65.Maintenance ActionAn act that restores an item to a level that it may continue in service66.Maintenance Program (MP)The program developed for the Aircraft/Engine by an airline operator and approvedby the NAA which defines the sequence of Maintenance Actions to be performedfor the continued Airworthiness of the Aircraft/Engine67.Maintenance RecordsThe documentation required by NAA and requested by Customer to record theMaintenance Services performed upon the Engine(s)68.Major DefectA non-compliance that may continuously affect the continued safe operation of anEngine or cause an Engine to become a danger to person or property69.Maintenance ServicesServices provided pursuant to and in accordance with this Agreement by the ServiceProvider and/or its Subcontractors in connection with the repair, maintenance,modification and/or overhaul of Engines.70.Major RepairA Repair which, (i) if improperly done, might appreciably affect Engineperformance, Engine operation or other qualities affecting Airworthiness; or (ii) isnot done according to accepted practices or cannot be performed by basicoperations71.Man-Hour (MH)A 60-minute period of work for one person. A measurement used for theestimation, calculating and recording of the total amount of uninterrupted laborrequired to perform a task72.MaterialAny of the materials used during the Service, including but not limited to standardparts, Raw Materials, Consumables, Expendables, Components, LLP, RepairableParts, Rotable Parts and self-fabricated parts73.Modification or AlterationSet of actions required to modify an Engine or a Component in a specified manner74.ModuleOne of the Major Modules or Shop Modules of an Engine regarded as a serializedmodule by the applicable Engine manufacturer.75.MOEMaintenance Organization Exposition76.NAANational Aviation Authority9
77.NegligenceThe act/omission of any Party falling below the expectable ordinary standard ofcare78.NDTNon-destructive testing79.Non-Routine WorkThe Maintenance Services discovered and to be carried out as a result ofperformance of Routine Work80.OEMOriginal Equipment Manufacturer81.OEM ManualThe applicable manuals published for the maintenance of an Engine or the manualor the manuals of any other applicable OEM, as the context requires82.OEM Alternative Part(s)means the FAA and/or EASA approved: (a) PMA Parts; or (b) Supplemental TypeCertificate qualified parts for the Engine83.PartAny item or unit installed on or attached to the Engine84.PMA or Parts ManufacturerApprovalThe authority granted by the FAA to manufacture parts for installation in typecertificated products.85.Partial LossA Loss which, by financial and operational measures, is less than a Total Loss86.PartyService Provider or Customer; and "Parties" means Service Provider and Customercollectively.87.PaymentTransfer of money as per invoice to the Service Provider for the MaintenanceServices rendered under this Agreement88.Performance Restoration ShopVisitShop Visit performed as per "Gas Path Restoration" Workscope as defined in theOEM Manual89.Purchase Order or P.O.A document prepared by Customer relating to the purchase of MaintenanceServices hereunder90.QECQuick engine change and similar engine mounted hardware required to interfacean Engine to a specific airframe. QEC includes the following systems: fuel, hydraulic,pneumatic, fire detection, electrical, integrated drive generator system, cooling,engine control, nacelle drain and vent, starter, nacelle and engine instrumentation,inlet anti-icing, engine pressure ratio, engine mounts and engine vibrationmonitoring.10
91.RedeliveryRedelivery of the Engine after performance of the Shop Visit by the Service Providerto Customer at the Service Provider’s facilities or as otherwise agreed upon as perAnnex 1 herein.92.RepairMaintenance Actions required to return an article to a serviceable condition93.Repair CatalogueThe official document which defines list of repairs Service Provider can perform inaccordance with its capability and respective pricing. Such Repair Catalogue shallbe delivered by Service Provider to Customer before commencement of the ShopVisit as electronic document, hard copy or internet link if Repair Cataloguepublished on the Service Provider web source.94.Repairable PartsArticles the restoration of which is economically reasonable95.Replacement PartA Part replacing a Part being removed in the course of performing the MaintenanceServices in accordance with the term of this Agreement.96.Rotable PartsRepairable Part that can be economically and repeatedly restored over a periodapproximating the life of the flight equipment to which it is related97.Routine MaterialsConsumables and expendables used to perform Routine Work98.Routine WorkPlanned scheduled Maintenance Action to be performed in accordance with theWorkscope Provided99.Service Bulletin (SB)Document issued by the manufacturer to notify the airline of recommendedModifications, substitution of parts, special inspections/checks, life limit change orconversion from one model to another100.Service ProviderThe Party which renders the Maintenance Services as per this Agreement101.Serviceability Notice DateThe date when Engine is declared serviceable and ready for Redelivery to Customer102.ServicesAll or any part of the work to be performed by the Service Provider or itsSubcontractors under the terms and conditions of this Agreement during the ShopVisit103.Shop VisitOccasion when an Engine has been delivered to Service Provider for MaintenanceServices under this Agreement.104.Scrapped partsParts which are in BER condition or are not repairable anymore according to theappropriate OEM current manual105.SubcontractorAny person, legal or natural, supplying materials or supplemental MaintenanceServices to either Party to accomplish the Maintenance Services as per this11
Agreement106.Table inspectionThe inspection of an Engine with or without Customer representative at ServiceProvider Facility when Engine is fully disassembled and exposed for inspection inaccordance with Customer Workscope107.TaxesAll taxes, fees, charges or duties and other additions thereto, including, but notlimited to, sales, use, value added, stamp, excise, transfer and similar taxes imposedby any domestic or foreign taxing authority arising out of or in connection with thisAgreement108.TerminationEvent, as of which the Parties are no longer liable and responsible for thecontractual obligations hereunder, unless otherwise agreed and legallydocumented109.Time and Material (T&M)A way of pricing, where the actual consumption of labor, and Material are chargedas consumed110.Total LossAny of the following events which, with the passage of time or the payment ofinsurance on the basis of a total loss, indicates that the Aircraft is no longer availableto the operator for normal use: (a) destruction, damage beyond repair or beingrendered permanently unfit for normal use for any reason; (b) requisition of title,confiscation, forfeiture or any compulsory acquisition or other similar event; or (c)sequestration, detention, seizure or any similar event111.Turn Around Time (TAT)As defined in Paragraph 7.2 of this Agreement112.Type Certificate HolderEntity holding a type certificate issued under the authority of EASA or FAR, Part 21.113.WarrantyA guarantee, issued to Customer by the Service Provider, promising to repair,replace or rectify a product/service if necessary and within a specified time114.Willful MisconductThe deliberate act/omission of a Party who intends to cause harm to the otherParty through such act/omission, and the other Party is harmed as a direct result ofsuch act/omission115.WorkmanshipRefers to the correct physical actions and proceedings, correct usage of tools,tooling and equipment, during work performance116.WSPG (Work Scope PlanningGuide)Maintenance planning guide published by the Engine OEM that details thesuggested level of required maintenance on each module as well as a list ofrecommended Service Bulletins.12
3.SCOPE OF SERVICES3.1. The Service Provider shall perform Maintenance Services on Customer’s Engine(s) as outlined in the WorkScope specified in the Annex 1 – Customer Workscope, with any deviations signed by Customer’s andService Provider’s authorized staff, on the term of this Agreement and on the basis of individual PurchaseOrders.13
4.STANDARD OF SERVICES4.1. The Maintenance Services shall be performed in accordance with:a. Service Provider’s EASA PART 145 maintenance organization approval certificate as referred in Section8 of Annex 2 – Engine Maintenance Agreement (if applicable).b. Service Provider’s FAA FAR 145 maintenance organization approval certificate as referred in Section 8of Annex 2 – Engine Maintenance Agreement (if applicable).c. Customer required Service Provider’s NAA maintenance organization approval certificate as referredSection 8 of Annex 2 – Engine Maintenance Agreement (if applicable).d. Appropriate OEM’s current Manuals and other relevant technical publications and data published bythe appropriate OEM;e. The current version of Service Provider MOE and applicable supplements (if applicable as perrespective governing aviation authorities requirements); andf. The current rules, regulations of EASA, FAA, NAA whichever applicable in the effect at the date ofexecuting the Agreement.14
5.INCOMING CONDITIONS, DELIVERY AND REDELIVERY5.1. Prior to an Engine being due for Maintenance Services, Customer shall request an induction slot fromService Provider. Based on slot availability, Service Provider’s acceptance of the Engine and mutuallyagreed upon induction date, the Engine can be sent to the Service Provider.5.2. For unscheduled Shop Visit Service Provider shall induct Engine as soon as Service Provider have nextinduction slot after all condition precedent for induction as per Paragraph 7.2 are met.5.3. For scheduled Shop Visit Service Provider shall induct Engine on agreed induction date provided that theEngine has arrived at Service Provider Facility at least 2 Calendar Days before agreed induction date andcondition precedent for induction as per Paragraph 7.2 are met on or before induction date.5.4. If Customer is delayed in delivering the Engine to the Service Provider in order to meet the mutually agreedinduction date or Customer failed to fulfil the condition precedent for induction as per Paragraph 7.2 thanService Provider will provide a new target induction date, which will then be the commencement date forTAT measurement.5.5. Unless otherwise agreed between Parties in writing, all Engines shall be sent to the Service Provider’sFacility in full QEC configuration (except nose cowl and thrust reverser) along with the EngineDocumentation forms described in Annex 4 – Engine Documentation. The Service Provider shall performan incoming inspection and any deviation in the QEC configuration from this shall be noted on the form.5.6. All transportation shall be performed in accordance with Incoterms.5.7. Customer shall deliver the Engine in accordance with Section 11 of Annex 2 – Engine MaintenanceAgreement.5.8. The Service Provider shall make Engine available for Customer in accordance with Section 12 of Annex 2 –Engine Maintenance Agreement.5.9. Service Provider will not perform any investigation and inspection of Parts that may be damaged by nonapproved transportation practice, unless otherwise requested by Customer or indication of use of nonapproved transportation practice is obvious upon Engine arrival to the Service Provider Facility.5.10. Risk of loss or damage to each Engine and any Engine stand that Customer delivers to Service Providerunder this Agreement is with Service Provider from Delivery to Redelivery and with Customer at all othertimes, if otherwise is not agreed separately in writing.5.11. The Party stipulated in the Section 15 of Annex 2 - Engine Maintenance Agreement shall be responsible forproviding and keeping in full force and effect an insurance covering all risks during transportation ofCustomer’s Engines and other Parts delivered to Service Provider for the purpose of this Agreement.5.12. In the event, Customer fails to meet conditions of this Agreement required for Engine pick
MASTER ENGINE MAINTENANCE AGREEMENT (Master EMA) PREPARATORY NOTES 1. This Master Agreement was jointly prepared by IATA's Safety and Flight Operations Division and by IATA's Legal . Effective Date The Calendar Day as of which this Agreement or certain conditions gain legal power 37. Engine (i) each engine Customer owns or leases for .
