Parties
This Aircraft Purchase Agreement (the "Agreement") is made between Jet Crew Services LLC, a Wyoming limited liability company, 1309 Coffeen Ave Suite 2352, Sheridan, WY 82801, USA, acting as owner or under written authority of the registered owner of the Aircraft (the "Seller"), and the Buyer named in Step 1 (the "Buyer"). The Seller and the Buyer are each a "Party".
1. Aircraft
The Seller agrees to sell and the Buyer agrees to buy one (1) aircraft described in Step 2, manufacturer's serial number —, currently registered —, with its engines, together with its avionics, installed and loose equipment, and all logbooks, manuals, certificates and maintenance records (together, the "Aircraft"), on the terms of this Agreement.
2. Purchase Price
The purchase price is the price entered in Step 3 (the "Purchase Price"). The Purchase Price is exclusive of the taxes and costs described in Section 11.
3. Deposit and Escrow
The Buyer's deposit of the amount entered in Step 3 (the "Deposit") is held by the Escrow Agent the escrow agent (the "Escrow Agent"). The Deposit is refundable to the Buyer until Technical Acceptance under Section 5. After Technical Acceptance the Deposit is non-refundable, except where the Seller defaults or the Aircraft suffers a Loss under Section 9, and it is applied to the Purchase Price at Closing.
No later than one (1) business day before Closing, the Buyer will pay the balance of the Purchase Price, the Purchase Price less the Deposit, into escrow. The Buyer will confirm wire instructions by telephone directly with the Escrow Agent before sending funds. Escrow fees are shared equally by the Parties.
4. Pre-Purchase Inspection
The Seller will deliver the Aircraft to the inspection facility (the "Inspection Facility") within ten (10) business days of signing this Agreement. The Buyer may carry out, at its own cost, a pre-purchase inspection to a scope it chooses, including a full records review, a borescope inspection of the engines and APU, and a demonstration flight of up to two (2) hours flown by the Seller's crew at the Seller's cost. The inspection will not include any work that would void a warranty or maintenance program or that the Seller has not approved. The Seller pays for positioning the Aircraft to the Inspection Facility; the Buyer pays for returning it if the Buyer rejects the Aircraft.
5. Technical Acceptance
Within five (5) business days of receiving the inspection results, the Buyer will deliver a signed notice to the Seller and the Escrow Agent that either:
- accepts the Aircraft as is;
- accepts the Aircraft subject to the Seller correcting, at the Seller's cost, all airworthiness discrepancies and any items needed to meet the Delivery Condition in Section 6; or
- rejects the Aircraft, in which case the Escrow Agent returns the Deposit to the Buyer in full, less half of the escrow fees, and this Agreement ends.
Acceptance under (a) or (b) is "Technical Acceptance". If the Buyer gives no notice in time, the Buyer is treated as having rejected the Aircraft. Cosmetic items and items that do not affect airworthiness are not discrepancies unless the Parties agree otherwise in writing.
6. Delivery Condition
At Closing the Aircraft will be delivered:
- in airworthy condition, with all systems functioning normally;
- with a valid Certificate of Airworthiness, and with an Export Certificate of Airworthiness where the Buyer's registry requires one;
- with all mandatory Airworthiness Directives and manufacturer's mandatory Service Bulletins due before Closing complied with;
- with any engine, APU and airframe maintenance programs in good standing and transferred to the Buyer where transferable, any transfer fees paid by the Seller;
- with complete, original and continuous logbooks and maintenance records since new;
- with no damage history other than as disclosed in writing before signing; and
- free of all liens, claims, charges and encumbrances, including any international interest registered on the International Registry under the Cape Town Convention.
7. Closing
Closing will take place on the target closing date, or within five (5) business days of Technical Acceptance and correction of any discrepancies if later, at the delivery location, but in any case no later than the final closing date (the "Outside Date") unless the Parties agree otherwise in writing. At Closing, through the Escrow Agent:
- the Seller delivers a Warranty Bill of Sale, an FAA Bill of Sale (AC Form 8050-2) if the Aircraft is or has been on the U.S. register, any other document needed to transfer title, and evidence that all liens have been released;
- the Seller consents to registration of a contract of sale on the International Registry, and the Buyer does the same;
- the Buyer has paid the full Purchase Price into escrow and signs a Delivery and Acceptance Receipt; and
- the Escrow Agent releases the Purchase Price to the Seller and the title documents to the Buyer at the same time.
8. Title and Risk
Title to and risk of loss of the Aircraft pass from the Seller to the Buyer at Closing. The Seller keeps the Aircraft insured for hull and liability risks until Closing. The Seller arranges deregistration from the current registry; the Buyer arranges registration on the Buyer's registry and any import, at its own cost.
9. Loss or Damage Before Closing
If the Aircraft is destroyed or suffers damage before Closing that would be recorded as damage history (a "Loss"), the Seller will tell the Buyer promptly. The Buyer may then end this Agreement and receive the Deposit back in full, or accept the Aircraft after repair on terms the Parties agree in writing.
10. Representations
The Seller represents that it owns the Aircraft or is authorized in writing by its registered owner to sell it; that it has full power to sign and perform this Agreement; and that at Closing it will transfer good and marketable title, free of all liens, claims and encumbrances, and will defend that title against all persons.
The Buyer represents that it has full power to sign and perform this Agreement; that the Purchase Price comes from lawful sources; that the information it gave in JCS's Know Your Customer form is true and complete; and that neither the Buyer nor any of its owners, directors or financiers is subject to United States or United Nations sanctions, and the Aircraft will not be used in breach of sanctions or export-control laws.
11. Taxes and Costs
The Buyer pays all sales, use, value-added, import and similar taxes and duties arising from the sale or the delivery of the Aircraft, other than taxes on the Seller's income. The Parties will cooperate in good faith, without cost to the Seller, to take delivery in a place that lawfully reduces such taxes. Each Party pays its own legal and advisory costs.
12. Disclaimer
Except for the warranty of title and the Delivery Condition in this Agreement, the Aircraft is sold "as is, where is", and the Seller gives no other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. Any manufacturer's warranties still in force are assigned to the Buyer at Closing to the extent they can be assigned.
13. Default and Termination
If the Buyer fails to close after Technical Acceptance when the Seller is ready to deliver, the Seller may end this Agreement and keep the Deposit as liquidated damages, which the Parties agree is a reasonable estimate of the Seller's loss and not a penalty, as its sole remedy. If the Seller fails to deliver the Aircraft in the Delivery Condition by the Outside Date, the Buyer may end this Agreement and receive the Deposit back in full, together with the Buyer's reasonable documented inspection costs, as its sole remedy.
14. Brokers
Jet Crew Services LLC's compensation is included in the Purchase Price and paid by the Seller side. Any broker or adviser engaged by the Buyer is paid by the Buyer. The Buyer has dealt with the Aircraft only through Jet Crew Services LLC and will not approach the owner or operator directly.
15. Confidentiality
Each Party will keep the terms of this Agreement and all non-public information about the other Party and the Aircraft confidential, except to its advisers, financiers, insurers, the Escrow Agent and authorities where required by law.
16. Notices
Notices under this Agreement are given by email to the addresses shown in this Agreement, with a copy to Jet Crew Services LLC, and take effect when sent unless the sender receives an automated message that delivery failed.
17. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Wyoming, USA. The state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction over any dispute arising from it. The Cape Town Convention and its Aircraft Protocol apply to the extent relevant.
18. General
This Agreement is the Parties' entire agreement on its subject and replaces any Letter of Intent between them. It may be changed only in writing signed by both Parties. Neither Party may assign it without the other's written consent, except that the Buyer may designate an affiliate to take title if the Buyer remains liable. If any provision is unenforceable, the rest remains in effect. Time is of the essence.
19. Electronic Signature and Effective Date
The Parties agree to sign and keep this Agreement electronically. Electronic signatures and records have the same effect as handwritten signatures and paper originals under the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act. This Agreement takes effect when Dale Hillin or Wayne, as authorized representative of Jet Crew Services LLC, countersigns it for the Seller. JCS will email the Buyer the executed copy.
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