Aircraft Purchase Agreement
But “as-is, where-is” is a misleading expression. If a closet for sale in an antique store has a sign with the inscription “as it is,” it means: “What you see is what you get; it has problems that cannot be solved, and even if they are, we do not solve them. But unless you buy a “wholesale” jet, the sales contract should consider that the seller will provide an aircraft capable of flying, as advertised equipped and with everything that works properly. It is only at closing that the buyer accepts the aircraft “as it should be”, subject to a guarantee of ownership of the seller. (b) The performance, supply and delivery of the contract by the seller has been duly authorized by all necessary measures on behalf of the seller and is not in contradiction with a violation of any of the conditions or resulting in a delay in a document, instrument or agreement involving the seller. Except in the case of a wholesale business, the buyer has the right to perform a prebuy inspection. Sellers are rarely willing to give carte blanche to the buyer in this regard and it has become standard to add the agreed volume of work to the agreement as an exhibition. The representations, guarantees, alliances and agreements of the buyer and seller will survive the conclusion for the long term. (c) After proper and timely positioning of the aircraft at the delivery site and the execution of all commitments and agreements of the seller, the buyer must file the purchase price with Exeter 1031 Exchange Services, LLC, the qualified intermediary designated by the seller, by electronic transfer, and (ii) the seller and buyer will immediately notify the agent: (a) date and deposit of the FAA sale invoice in the civil registry ( b) the date and filing of the registration application for the aircraft and (c) the release of the warranty sales account to the buyer. At the same time, the buyer will execute an aircraft delivery voucher (by fax and mail) as Appendix C and deliver it to the seller in the attached form. The risk of loss, accident, liability or damage to the aircraft is considered to be related to the delivery of the delivery voucher to the buyer to the buyer (i.e. the “closing date” and the closing date is the end date). On the other hand, buyers should have a say in a major seller sale agreement: the seller`s wish not to have other obligations related to the aircraft after closing. The standard in business jet-deals is that planes are sold “where is”, a point that sellers` lawyers sometimes do very long to strike at home.
[See “When Boilerplate Boils Over,” 2017 BJT Buyers`Guide. -Ed.] One reason is that you don`t want to take the time to negotiate a purchase contract unless you have a contract. Most OLIs are never signed and never become contracts, as the parties are unable to agree on the purchase price and other important conditions. As a result, the LOI is a delicate phase in negotiations between buyer and seller; the parties try to agree on issues such as the price, the total date of the transaction and whether the buyer must commit to the purchase before concluding his due diligence. Litigation over tax allowances, the right to a jury trial and the payment of trust costs can wait. I think in most cases buyers should develop the contracts. These are buyers who must ensure that they can perform prebuy inspections and that the sellers repair discrepancies and deliver the aircraft in an agreed state. As a result, buyers generally have a greater interest in suring that contracts provide adequate protection.
In accordance with this specific contract for the purchase of aircraft (the “agreement”), the date – date and after and between ________In reference to the aircraft mentioned above (the “aircraft”) confirms that the purchaser has completed his inspection of the aircraft on that date.