EXHIBIT 10.2
SERVICE AGREEMENT
BY AND BETWEEN
GOL - TRANSPORTES AEREOS
S.A.
AND
VEM - VARIG
ENGENHARIA E MANUTENCAO
S.A.
TABLE OF CONTENTS
1. INTRODUCTION
2. PURPOSES
3. APPLICABILITY
4. MATERIALS
5. SERVICES
6. STANDARDS OF THE SERVICES
7. TERMS AND CONDITIONS
8. ACTS OF GOD
9. PRICE AND PAYMENT CONDITIONS
10. LIABILITIES
11. RESPONSIBILITIES
12. INSURANCE
13. MISCELLANEOUS
THIS AGREEMENT, dated February 24th, 2003, is entered into by and between VEM -
VARIG ENGENHARIA E MANUTENCAO, a company organized and existing under the laws
of the Federative Republic of Brazil, with main offices in the City of Rio de
Janeiro, RJ, at Estrada das Canarias, 1862, Predio 2, Bloco C, Ilha do
Governador, CEP 21941-480, registered with the Corporate Taxpayers' Roll
("CNPJ/MF") under n(degree) 04.775.827/0001-28, hereinafter referred to as "VEM"
and GOL - TRANSPORTES AEREOS S.A., a Brazilian company that is the
concessionaire of a public service of air navigation, with main offices in Sao
Paulo, SP, at Xxxxxxx Xxxxx Xxxxx, 0000, Jardim Aeroporto, CEP 04342-011,
registered with the Corporate Taxpayers' Roll ("CNPJ/MF") under n(degree)
04.020.028/0005-75, represented herein as provided for under its By-Laws,
hereinafter simply referred to as "GOL".
1. INTRODUCTION
1.1. VEM keeps and operates aeronautical maintenance facilities
homologated by the Department of Civil Aviation ("DAC"), FAA, JAA
and other foreign aeronautical authorities, providing Services of
maintenance, overhaul, modification and tests of aircraft,
accessories and portions, and is willing and able to render
maintenance Services for GOL.
1.2. GOL, an airline company, homologated by the Department of Civil
Aviation ("DAC") wishes to hire VEM to perform the maintenance
services of its aircraft and portions thereof.
2. PURPOSES
10.1. The purpose of this agreement is to provide a cover for the
rendering of technical and maintenance services to be performed by
VEM in the aircraft operated by GOL including, but without
limitation the services in aircraft, rent of components, special
services, special projects and technical assistance.
10.2. GOL shall deliver the scope of the services to VEM that shall
perform in its facilities the Maintenance Services of the aircraft
and portions thereof in compliance and in accordance with the
requirements of the aeronautical authorities.
3. APPLICABILITY
This maintenance agreement shall apply to the aircraft B737-700/-800 and
parts thereof, which are commercially operated by GOL. In case GOL
incorporates to its fleet aircraft of any model that is different from the
ones used as of the date of validity of this agreement, VEM shall use its
best efforts to comply with the requirements of GOL in the maintenance of
these new models.
4. MATERIALS
VEM shall be responsible for the supply to GOL of the materials that are
necessary for the performance of the Services. However, at its discretion,
GOL may also supply the materials for the services.
5. SERVICES
10.1. SERVICES IN AIRCRAFT - All the services of scheduled maintenance and
/ or extraordinary maintenance of the aircraft shall be performed by
VEM to GOL, provided that VEM possesses all the technical capability
to perform them and availability of space in its facilities located
in the cities of Rio de Janeiro or Porto Alegre.
10.2. SPECIAL SERVICES - All the services not related to the routine
preventive and corrective maintenance (the "Special Services"), such
as the standardization of aircrafts and its interiors to operate in
the GOL fleet, preparation of aircraft to return to the lessors,
alterations of configuration, etc.
10.3. SPECIAL PROJECTS - Comprise all the engineering projects requested
by GOL (the "Special Projects"), such as projects for the new
configuration of interiors, projects for the installation of
assorted equipment and on board communications, etc.
6. STANDARDS OF THE SERVICES
The Services performed by VEM in the aircraft, accessories, and parts of
the GOL fleet, shall be in accordance with the applicable aeronautical
regulations, as well as with the good aeronautical technique, the
recommendations of the manufacturers of the aircraft, parts, and manuals
thereof.
7. TERMS AND CONDITIONS
This agreement shall be valid for a year, at the end of which, it shall be
automatically renewed for an equal period, successively, unless one of the
parties notifies to the other, within a term of at least ninety (90) days
before the end of the agreement, about its intent not to renew it.
8. ACTS OF GOD
Acts of God or Force Majeure (under the terms of Article 1058 of the
Brazilian Civil Code) occurred to one of the parties extend for the
effective term of their duration the terms for the fulfillment of the
contractual obligations, provided that such acts are proven to affect the
fulfillment of the agreement, such as:
I. Strike of the employees;
II. Interruption of the public means of transportation;
III. Public calamity, so decreed by the competent Public Authorities;
IV. Shortage of raw materials, components or materials on the part of
the sub contractors, GOL and / or suppliers of VEM.
V. Accidents in the Services that damage the parts already performed or
equipment in use, in a proven manner without any fault or malice
from VEM.
9. PRICE AND PAYMENT CONDITIONS
10.1. PRICES
A - LABOR:
For the labor to be applied in the services, VEM shall charge GOL the
following unitary prices for the man hour:
- Normal man hour for hangar technicians............... US$ *
- Normal man hour for workshop technicians............. US$ *
- Normal man hour for Engineering...................... US$ *
NOTE: Extraordinary hours shall have an accretion of *% (*%) in relation
to the normal hours and shall only be performed by express authorization
from GOL.
B - MATERIALS:
The materials to be applied in the services of the aircraft, accessories,
and parts thereof shall be charged based on the list price paid by VEM
accreted of a handling fee of * percent (*%), in this amount shall be
included the taxes, transportation and customs release.
The loaning of components shall be charged reciprocally in accordance with
the rate of * (*%) of the listed price per day.
C - SUBCONTRACTING:
For the performance of the services of Recovery of Components, for which
VEM is not yet qualified to perform, VEM may, by request and with the
express authorization from GOL, send the component to perform the service
in a qualified third party workshop.
10.2. PAYMENT CONDITIONS
A - INVOICING:
The total price shall be calculated in United States (USA) Dollars and
shall be in accordance with the prices defined under item 9.1, and these
shall be translated into Brazilian Reais at the commercial exchange rate
in force on the date of the issuance of the invoice. To the calculated
amount shall accreted the taxes and charges which come to fall upon the
services hereby contracted, in compliance with the legislation in force on
the date of the payment.
B - CONDITIONS AND PLACE OF PAYMENT:
- CONDITIONS:
The amount for the labor, materials and others, calculated by the services
performed, shall be paid by GOL to VEM, within the maximum term of thirty
(30) days after the date of issuance of the invoice. The payment
conditions may be altered in accordance with the provisions under
Attachment "III".
- PLACE OF PAYMENT:
The payment shall be effected by means of a deposit in the checking
account, or by a bank transfer for the following account:
Bank: BRADESCO
Account Number: *
Checking Account: *
Branch: *
To the credit of: VEM-VARIG ENGENHARIA E MANUTENCAO S.A.
C - DELAYED PAYMENT:
Any payment which is not performed as of the date stipulated above, or in
accordance with the provisions under Attachment "III", shall suffer an
accretion of indexation according to the variation of the Consumer's Price
Index and a penalty for the amount equivalent to 1.5% per month, or the
highest amount that is permitted by the legislation, applying in this case
whichever is smaller.
10. LIABILITIES
10.1. ON THE PART OF VEM:
10.1.1 - Supplying all the labor, materials, parts and technical
services that are necessary for the:
I. Maintenance of the aircraft belonging to GOL in airworthiness
condition, in compliance of the Airworthiness Guidelines
issued by the Department of Civil Aviation - DAC or
aeronautical authorities of the countries that are the holders
of the certificates of homologation of the aircraft operated
by GOL.
II. Performance of the services of incorporations of modifications
proposed by the manufacturers of aircraft, and parts thereof.
III. Performance in the aircraft and parts thereof the services
defined by GOL, in accordance with the maintenance program
that is applicable and which is approved by the aeronautical
authorities.
IV. Maintain a copy of the maintenance records of the aircraft and
parts thereof as required by the DAC.
V. Employ its best efforts to keep the aircraft of the GOL fleet
in accordance with a technical standard that is compatible
with other international operators of the same size and
reputation.
10.1.2 - For general overhauls, repairs, tests in components for
which VEM is not qualified, VEM may manage the sending thereof
to homologated / qualified workshops for the performance of
these services;
10.1.3 - Manage with the operational area of GOL the stops of the
aircraft for Services scheduled maintenance so as to make the
spaces available in the maintenance line for the performance
of the services;
10.1.4 - Make all efforts, when requested by GOL to do so, towards
the release of the aircraft in the shortest time interval that
is feasible, the aircraft that is grounded due to technical
reasons;
10.1.5 - VEM shall furnish all of the technical documents in
connection with the Services performed in the aircraft
belonging to GOL and parts thereof in accordance with the
requirements of the aeronautical authorities.
10.2. ON THE PART OF GOL:
10.2.1 - Granting the access to the aircraft and to the technical
records of the fleet to the authorized personnel of VEM;
10.2.2 - Providing VEM, whenever requested to do so, an updated copy
of the Maintenance manuals, Electrical Diagrams, Part
Catalogues and other technical documents required by the
services and by aeronautical authorities;
10.2.3 - Coordinating with VEM all the schedules for the stops of
the aircraft that provide the best conditions that are
possible for the performance of the Services, within the
planning of the use of the hangars.
10.3. WARRANTIES
VEM warrants the perfect performance of the services and the good
workmanship of the labor employed and the materials purchased by it,
undertaking to repair, in its own facilities, and without any charge to
GOL, the defects resulting only from the labor employed in the service.
This period of warranty shall be of one thousand (1,000) flight hours or
six (6) months, whichever happens first and is subject to the receipt, by
VEM of a communication from GOL within forty eight (48) hours by any
written form about the deficiency of the service, with a description of
the failure occurred and of the acknowledgement by VEM of such failure,
this period of warranty to be counted from the date of the receipt, by
GOL, of the service contracted and performed in accordance with this
agreement.
The liability of VEM under this term of warranty is limited to the
performance of the service, without any cost to GOL, only to correct the
mentioned defect, the corrective measures being of the exclusive
competence of VEM.
The warranty established in the preceding item, about liabilities and
responsibility on the part of VEM is subject to the waiver on the part of
GOL of each and any
other means of warranty, obligation or civil liability on the part of VEM,
its Directors, employees, representatives and / or agents.
VEM shall perform, at its own discretion, the correction services dealt
with under this clause, in its workshops, or it shall indicate a
homologated workshop for its performance. There shall be no reimbursement
of expenses without their written approval by VEM.
The warranties hereby agreed to shall cover the labor defects only and
exclude any consequential damage.
11. RESPONSIBILITIES
11.1. The responsibility of VEM shall be limited to the performance of
services, and it shall not extend to any eventual consequences or
accidents that involve personnel or materials belonging to GOL, no
responsibility being incumbent upon VEM, still, for the undue use,
on the part of GOL, of the Aircraft, its Engines, and Parts, as well
as for any use beyond the limits of time or of use normally
established by the competent authorities.
11.2. GOL shall be responsible for any damages or losses caused to VEM in
connection with the performance of the services foreseen under this
Agreement, resulting from acts practiced by GOL or by its
representatives.
11.3. GOL undertakes full and exclusive responsibility for every and any
risks to which its representatives are subject during their
activities before VEM, for the purposes of this Agreement, GOL
obliging itself to hire, at its own expenses, the insurance
necessary to cover all of the said risks.
12. INSURANCE
GOL undertakes to maintain in full force, at its own cost and expenses,
the following Insurance coverage for the following amounts and as
specified below, in a manner and by means of terms and conditions that are
satisfactory to VEM:
I. Aeronautical Comprehensive Civil Liability Insurance -
("Comprehensive Airline Liability Insurance") including but
not being limited to Legal liability before Third Parties,
Third parties in the Ground, Passengers, Luggage and Cargo,
Contractual Civil Liability, including coverage against Risks
of War and Related Ones in accordance with the English Clause
AV.52, or its equivalent, with a Combined Single limit
(Personal Damages / Material Damages) for not less that six
hundred million of United States Dollars (US$ 600,000,000.00)
per occurrence.
II. Hull Insurance against All Risks ("Hull All Risks") - and
Insurance of Parts, and Spare Engines during the performance
of the services at facilities belonging to VEM or under its
control or while in transit between the facilities belonging
to GOL and to VEM;
III. Hull Insurance, Risks of War ("Hull War Risks") including
Parts, and Spare Engines;
IV. Each one of the Insurance Coverage described above shall
contain the Clause of Exclusion of Sub Rogation of Rights in
favor of VEM. All of the Civil Liability insurance coverage
described above shall (i) contain a standard "Cross Liability"
clause and (ii) include VEM, its directors, employees, agents
and representatives as additional Insured parties.
V. VEM reserves itself the right to reject the receipt of
Aircraft, Parts and / or Spare Engines belonging to GOL until
it presents a Certificate of Insurance issued by its
respective Insurers evidencing the conditions required above,
in a manner that they are reasonably approved by VEM and, upon
being requested to do so, GOL shall submit to VEM proof that
the respective Insurance Premiums have been duly liquidated.
GOL shall be responsible for any Deductible sums that shall be
applied and are comprised by the Insurance Coverage required
by this Agreement.
12.1. VEM, whenever requested to do so by GOL, shall submit proof that all
the activities and/ or performance of the services foreseen herein,
are duly insured in an insurance policy of its own.
13. MISCELLANEOUS
13.1. VEM shall allow the visit by representatives of GOL to follow up the
development of the Services. Such technical representative of GOL
shall represent the interests of GOL in this agreement.
13.2. It shall be of the responsibility of GOL the payment of any taxes or
charges that fall upon the Services agreed to.
13.3. The transportation of the aircraft up to the facilities belonging to
VEM, where the Services shall be performed, as well as the transfer
and experimentation flights shall be of the absolute responsibility
and cost of GOL.
13.4. The parties hereby elect the COURT of the city of Rio de Janeiro to
settle any doubts arising out, in the whole or part, of this
agreement.
13.5. The communications by fax, telex, letter, e-mail or any other type
of written communication between the parties to this agreement shall
be effected to the following addresses:
"VEM" - VARIG ENGENHARIA E MANUTENCAO S/A
Gerencia de Vendas America Latina
Rua Xxxxxxx Xxxxxx, 851 - Predio 2 - CEP 90240-480
Bairro Sao Joao - Porto Alegre - RS - Brazil
Telephone: (5551) 0000-0000
Fax: (5551) 0000-0000
E-mail:
and
"GOL" - TRANSPORTE AEREOS S/A.
Xxxxxxx Xxxxx Xxxxx, 0000 - XXX 00000-000
Jardim Aeroporto - Sao Paulo - SP - Brazil
Telephone: (5551) 0000-0000
Fax: (5551) 0000-0000
E-mail:
IN WITNESS WHEREOF, the parties execute this instrument herein, in two (02)
counterparts of the same tenor and form, in the presence of the undersigned
witnesses.
"GOL" - TRANSPORTE AEREOS S/A. "VEM" - VARIG ENGENHARIA E MANUTENCAO S/A
Signed: /s/ Xxxxxxxxxxx xx Xxxxxxxx Signed: /s/ Luiz Xxxxxxx Xxxx Xxxxxx
Name: Xxxxxxxxxxx xx Xxxxxxxx Name: Luiz Xxxxxxx Xxxx Xxxxxx
Xxxxxx
Position: President Position: General Marketing and Sales
Manager
Name: [blank] Name: [blank]
Position: [blank] Position: [blank]
Witnesses:
Signed: /s/ Francisco X. X. Xxxxxx Signed: [illegible signature]
Name: Francisco X. X. Xxxxxx Name: [illegible]
Position: Maintenance Director Position: [illegible]
PROPOSAL FOR THE RENDERING OF
MAINTENANCE SERVICES FOR THE AIRCRAFT
B737-700/-800
OF
GOL - TRANSPORTES AEREOS S.A.
YEAR 2003
PORTO ALEGRE, NOVEMBER 20TH, 2002
PROPOSAL CONTENTS
1. PRICE
1.1. SERVICES AT A FIXED PRICE FOR THE LABOR
1.2. ADDITIONAL SERVICES
1.3. PRICES FOR THE LABOR AND FOR THE MATERIALS
A - LABOR
B - MATERIALS
C - SUBCONTRACTING
2. DATE AND TERMS FOR THE PERFORMANCE OF THE SERVICES
3. SITE FOR THE PERFORMANCE OF THE SERVICES
4. PAYMENT CONDITIONS, MANNER, AND PLACE
4.1. CONDITIONS FOR THE PAYMENT
4.2. FORM OF THE PAYMENT
4.3. LOCATION OF THE PAYMENT
4.4. DELAYED PAYMENT
5. WARRANTY
6. LOGISTICAL SUPPORT
In accordance with the Meeting held in Porto Alegre on November 20th, 2002
between the representatives of GOL - TRANSPORTES AEREOS S.A. and representatives
of VEM - ENGENHARIA E MANUTENCAO S.A., having for its basis the "Work Scope"
received from GOL via e-mails on October 02nd, 2002, we submit in continuation
the REV. A of our proposal POAPY-030/02, as well as the other conditions to
perform in the facilities belonging to VEM during the year 2003, the "C" Check
services in the aircraft with the prefixes PR-GOA, PR-GOB, PR-GOC, PR-GOD,
PR-GOE and PR-GOL and the services of incorporation of AD' sand SB's in 09
additional aircrafts being, 02 B737-800 and in 07 B737-700 aircrafts.
1. PRICE FOR THE SERVICES
1.1 SERVICES AT A FIXED PRICE FOR THE LABOR:
We submit in the ATTACHMENT I to this proposal herein the fixed prices for
the performance of the services that we list and comment below:
a) Performance of the Maintenance Work Cards;
b) Incorporation of the AD Notes and Service Bulletins as listed under
ATTACHMENT II;
c) Removal and installation of components. Does not include the
components in accordance with MPD 737NG - Appendix F. GOL shall inform
which components must be replaced. The PSEU units P/N 285A1600-2/-3
shall be sent for their modification at the manufacturer in accordance
with the CSB's 285A1600-32-01/-02. We are not quoting the modification
of the LE Slat Actuators P/N 381800-1001/-1003.
d) Weighing of the aircraft (included only for the aircraft which have
the Maintenance Work Cards).
e) General external painting fuselage and wings PR-GOL and PR-GOA (does
not include the marking of the doors and the landing gear housing).
The price includes the labor and all the consumable materials. GOL
shall provide the paint for the painting including the primer and the
templates with the logotype.
1.2 ADDITIONAL SERVICES:
For the services that we list below we cannot submit a proposal at a fixed
price for the labor cots but we have estimated the amounts that are
submitted in the ATTACHMENT I.
The estimated amounts shall be charged based in the labor and in the
materials effectively applied in the services in accordance with the prices
defined under the ITEM 1.3 of this proposal.
a) Inspection reports generated by the Routine items or by any AD Note or
Inspection Service Bulletin;
b) Recovery of Portions and Parts of the aircraft (landing gear doors,
Nose Cowl, flight surfaces, radome, etc.);
c) Incorporation of SB's, AD's and SL's that are recommended and not
scheduled;
d) Recovery of components;
e) Elimination of pending items in the flight log book;
f) Refurbishing of the interior of the passenger, service and command
cockpit areas; and
g) Preparation of engineering project
NOTE: The services above shall be mentioned only by an express
authorization from the Technical Representative of GOL who is then
following up on the services.
1.3 PRICE FOR THE LABOR AND MATERIALS:
A - LABOR
For the labor to be applied to the services listed under ITEM 1.2, VEM
shall charge GOL the following prices for the man hour:
- Normal man hour for hangar technicians.................... US$ *
- Normal man hour for workshop technicians.................. US$ *
- Normal man hour for Engineering........................... US$ *
NOTE: Extraordinary hours shall have an accretion of *% (*%) in relation to
the normal hours and shall only be performed by express authorization from
GOL.
B - MATERIALS:
The materials to be applied by VEM in the services of the aircraft,
accessories and their portions / parts shall be charged based on the list /
replenishment price paid by VEM accreted of a handling fee of nineteen
percent (19%), in this amount shall be included the taxes, transportation
and customs release.
NOTE: GOL shall be responsible for the supply to VEM of the materials
required for the performance of the Services. But, at the discretion of
GOL, VEM may also supply the materials for the services.
C - SUBCONTRACTING:
For the performance of the services of Refurbishing of components, of which
VEM is not yet qualified for the performance, VEM may, by request and with
the express authorization from GOL, send the component for the service to
be performed at a qualified workshop belonging to a third party. Over the
amount for the contracted service paid by VEM, shall be accreted a handling
fee of * percent (*%).
2. DATE AND TERMS FOR THE PERFORMANCE OF THE SERVICES
The services shall be performed in accordance with the dates foreseen and
the terms stipulated under the ATTACHMENT I. The dates for the beginning of
the services may be altered by common agreement between the parties.
3. SITE FOR THE PERFORMANCE OF THE SERVICES
The Services shall be performed at VEM'S facilities at "Aeroporto Xxxxxxx
Xxxxx" airport in the Porto Alegre - RS.
4. PAYMENT CONDITIONS, MANNER, AND PLACE
4.1. PAYMENT CONDITIONS:
The amount estimated for the payment of the services scheduled for the
fifteen (15) aircrafts during the year 2003 is of * (US$ *, which are
payable in * monthly installments of *) each one, with the maturity date on
the 15th day of each month beginning in March, 2003. In case the amount
estimated in the ATTACHMENT I for the services in each aircraft is not
surpassed after the final calculation of the labor and materials to be
invoiced, VEM shall issue a credit to the benefit of GOL. If the opposite
happens, VEM shall issue an invoice for the difference in excess of each
aircraft, the payment of which shall be effected by GOL thirty (30) days
after the presentation of the invoice.
4.2. PAYMENT MANNER:
The amounts shall be calculated in United States Dollars and translated
into Brazilian Reais at the commercial exchange rate in force on the date
of the issuance of the invoice. To the calculated amount shall be added the
taxes and charges that eventually come to fall upon the invoiced services,
as provided for under the legislation in force on the date of the issuance
of the invoice.
4.3. PAYMENT PLACE:
The payment shall be effected by means of a checking account deposit or
bank transfer to the following account:
Bank: BRADESCO
Account Number: *
Checking Account: *
Branch: *
To the credit of: VEM-VARIG ENGENHARIA E MANUTENCAO S.A.
4.4. DELAYED PAYMENT:
Any payment which is not performed as of the date stipulated above, shall
suffer an accretion of indexation according to the variation of the
Consumer's Price Index and a penalty for the amount equivalent to *% per
month, or the highest amount that is permitted by the legislation, applying
in this case whichever is smaller.
5. WARRANTY
VEM warrants the perfect performance of the services and the good
workmanship of the labor employed and the materials purchased by it,
undertaking to repair, in its own facilities, and without any charge to
GOL, the defects resulting only from the labor employed in the service. The
period of warranty is subject to the receipt, by VEM of a communication
from GOL by any written form about the deficiency of the service,
with the description of the failure occurred, within the term of one
thousand five hundred (1,500) flight hours or six (6) months, whichever
comes first, this term of warranty to be counted from the date of the
receipt, by GOL, of each service performed, provided that such defect is
acknowledged by VEM.
6. LOGISTICAL SUPPORT
During the period in which we will be performing the services in the
aircraft VEM offers during the business days, for up to four (4) persons,
the following logistical support for the representatives of GOL:
a) terrestrial transportation between the hotel, the location of the
services and back to the hotel;
b) Lunch at the "A" Restaurant of the "Fundacao Xxxxx Xxxxx" on business
days;
c) A room equipped with a micro computer, telephone, internet and fax for
their use strictly for business purposes.
Looking forward to hearing from you, greetings.
Porto Alegre, November 20th, 2002.
Very truly yours,
Signed: [illegible signature]
Xxxxxxxx X. Plettes
Sales Manager for Latin America
ATTACHMENT I
LABOR AND MATERIALS ESTIMATED PRICE FOR THE PERFORMANCE OF THE "C" CHECK'S AND
SB'S / AD'S IN THE AIRCRAFTS B737-700/-800 OF
GOL - LINHAS AEREAS S.A. DURING THE YEAR 2003
DESCRIPTION OF THE SERVICES PREFIX OF THE AIRCRAFT
---------------------------------------------------------------------------------------------
GOA GOB GOC GOD GOE GOF GOG GOH
--- --- --- --- --- --- --- ---
1) Scheduled Maintenance * * * * * * * *
Work Cards
Air worthiness Directives * * * * * * * *
(AD's) and Service Bulletins
3) Components (only removal * * * * * * * *
and installation)
4) Weighing (included in the * * * * * * * *
Work Cards)
5) Painting see note 1 * * * * * * * *
FIXED PRICE LABOR TOTAL * * * * * * * *
ESTIMATED AMOUNTS
INSPECTION REPORTS * * * * * * * *
REFURBISHING OF PARTS * * * * * * * *
MATERIALS * * * * * * * *
ESTIMATED PRICE TOTAL * * * * * * * *
ESTIMATED US$ TOTAL PER * * * * * * * *
AIRCRAFT
ESTIMATED TERM IN CALENDAR * * * * * * * *
DAYS
ESTIMATED DATE FOR THE * * * * * * * *
BEGINNING OF THE SERVICES
DESCRIPTION OF THE SERVICES PREFIX OF THE AIRCRAFT
----------------------------------------------------------------------------------------------
GOI GOJ GOK GOL GOM GON GOO TOTAL
--- --- --- --- --- --- --- -----
1) Scheduled Maintenance * * * * * * * *
Work Cards
Air worthiness Directives * * * * * * * *
(AD's) and Service Bulletins
3) Components (only removal * * * * * * * *
and installation)
4) Weighing (included in the * * * * * * * *
Work Cards)
5) Painting see note 1 * * * * * * * *
FIXED PRICE LABOR TOTAL * * * * * * * *
ESTIMATED AMOUNTS
INSPECTION REPORTS * * * * * * * *
REFURBISHING OF PARTS * * * * * * * *
MATERIALS * * * * * * * *
ESTIMATED PRICE TOTAL * * * * * * * *
ESTIMATED US$ TOTAL PER * * * * * * * *
AIRCRAFT
ESTIMATED TERM IN CALENDAR * * * * * * *
DAYS
ESTIMATED DATE FOR THE * * * * * * *
BEGINNING OF THE SERVICES
ATTACHMENT II
List of the A. D. Notes and SB's with a fixed price for the labor in
accordance with the Work Scope received from GOL
AD'S AND SB'S NBR NOTE
----------------- ----
2001-13-23(SB ###-##-####) Only inspection
2001-17-02
737-21A1139
737-25A1372
737-26A1083
737-26A1109
###-##-####
737-28A1142 Requires special tool
###-##-####
###-##-####
737-30A1049
###-##-####
737-32A1343 Send unit to RPO
###-##-####
737-35A1058
###-##-####
737-55A1066 See the note
###-##-####
737-55A1080
737-55A1082 See the note
737-55A1074
NOTE: For SB 737-55A1066 and 55A1082 we have quoted only the labor for the Removal, Installation and
Adjustment of the Elevators.
The Elevators shall be sent abroad for their modification.
ATTACHMENT III
TIMETABLE OF THE AIRCRAFT
AIRCRAFT: ______________________ REGISTRATION:____________________
DATE FORESEEN FOR THE ARRIVAL: ___________________________________
The Service is scheduled to begin on ______________, 20__, and the Aircraft must
be at VEM'S facilities, located at ___________________ in the City of __________
- Brazil, on the following date: ______________, 20__.
For the performance of the services of "___" Check in the Aircraft______________
we estimate the term of _____ (______) calendar days.
PRICE AND CONDITIONS OF THE PAYMENT (IN CASE IT IS AGREED TO DIFFERENTLY FROM
CLAUSE 9.2):
IN AGREEMENT:
GOL TRANSPORTES AEREOS S/A VEM - VARIG ENG. & MANUTENCAO S/A
___________________________________ __________________________________
ATTACHMENT IV
RECEIPT FOR THE DELIVERY / RETURN
DATE ___________________________________
TIME: __________________________________
LOCATION: ______________________________
WE HAVE RECEIVED FROM GOL / VEM, IN ACCORDANCE WITH THE AGREEMENT FOR SERVICES
OF MAINTENANCE AND MODIFICATION OF AIRCRAFT DATED ______________, 20_, BETWEEN
VEM- VARIG ENGENHARIA E MANUTENCAO S.A., AND GOL TRANSPORTES AEREOS S/A, THE
FOLLOWING AIRCRAFT:
TYPE:___________________________________
REGISTRATION NUMBER: ___________________
TOTAL FUEL IN THE AIRCRAFT: _____ LBS __
DELIVERED BY: __________________________
POSITION:_______________________________
RECEIVED BY:____________________________
POSITION:______________________________
ATTACHMENT V
INVENTORY LIST OF THE EQUIPMENT THAT IS NOT INSTALLED
GOL and VEM hereby acknowledge the receipt of the following manuals,
certificates, and items of equipment which are not installed on board the
Aircraft marked with the Manufacturer's Serial Number:_________ and Registration
Number: ____, and delivered to VEM by GOL on the following date: __________,
200_, At __________.
ITEM QUANTITY INITIALS / INSPECTION XXXX
(VEM / GOL)
A. MANUALS
1. _____________ _______________ _________ / _____
2. _____________ _______________ _________ / _____
3. _____________ _______________ _________ / _____
4. _____________ _______________ _________ / _____
5. _____________ _______________ _________ / _____
6. _____________ _______________ _________ / _____
7. _____________ _______________ _________ / _____
8. _____________ _______________ _________ / _____
B. CERTIFICATES
1. _____________ _______________ _________ / _____
2. _____________ _______________ _________ / _____
3. _____________ _______________ _________ / _____
4. _____________ _______________ _________ / _____
5. _____________ _______________ _________ / _____
6. _____________ _______________ _________ / _____
7. _____________ _______________ _________ / _____
8. _____________ _______________ _________ / _____
C. EQUIPMENT THAT IS NOT INSTALLED
1. _____________ _______________ _________ / _____
2. _____________ _______________ _________ / _____
3. _____________ _______________ _________ / _____
4. _____________ _______________ _________ / _____
5. _____________ _______________ _________ / _____
6. _____________ _______________ _________ / _____
7. _____________ _______________ _________ / _____
8. _____________ _______________ _________ / _____
D. SPARE PARTS
PART N(degree) DESCRIPTION MANUFACTURER QUANTITY INITIALS (MAINTENANCE
DIVISION / GOL)
1. _______________ _______________ _______________ ________ / _____
2. _______________ _______________ _______________ ________ / _____
3. _______________ _______________ _______________ ________ / _____
4. _______________ _______________ _______________ ________ / _____
5. _______________ _______________ _______________ ________ / _____
6. _______________ _______________ _______________ ________ / _____
7. _______________ _______________ _______________ ________ / _____
8. _______________ _______________ _______________ ________ / _____
9. _______________ _______________ _______________ ________ / _____
10. _______________ _______________ _______________ ________ / _____
TECHNICAL REPRESENTATIVE APPOINTED BY GOL
BY: ______________________________________________
POSITION: ________________________________________
AUTHORIZED REPRESENTATIVE OF VEM
BY: ______________________________________________
POSITION: ________________________________________
ATTACHMENT VI
AUTHORIZATION FOR ADDITIONAL SERVICES AND / OR ALTERATIONS OF SERVICES
REGISTRATION NUMBER OF THE AIRCRAFT: ___________________________________
SERIAL NUMBER OF THE AIRCRAFT:__________________________________________
DATE: __________________________________________________________________
- ADD: ________________________________________________________
- EXCLUDE: ____________________________________________________
- MODIFY: _____________________________________________________
NEW DATE FOR THE SCHEDULED RETURN (IF SUCH IS THE CASE): _______________
APPROVED AND AUTHORIZED BY:
_________________________________________
Technical Representative Appointed by GOL
APPROVED AND ACCEPTED BY:
_________________________________________
Authorized Representative of VEM
