AIRCRAFT PURCHASE AGREEMENTIATA飞机的购买协议国际航空运输协会

1、master used aircraft purchase agreement, 2012template document prepared jointly by awg and iatarelease date: october 2012preparatory notesthis template document was jointly prepared by awg iata for permissive use by the aviation industry. it is designated as a template document and is intended as a

2、mid-market text which could be used as such or as a framework for efficient negotiations, as the transaction parties deem fit. it may be used by any transaction party, whether or not a member of awg or iata.neither awg nor iata express a view on whether this template document should be used in a par

3、ticular transaction or on whether the positions reflected in the template are appropriate for any particular transaction parties. if used, this template document may be amended in any manner deemed appropriate by the transaction parties. the structure of this template document is that of a master ag

4、reement which is not signed but rather is incorporated by reference in a particular transaction through an individually executed purchase agreement which is annexed hereto. it may also be used in connection with the master aircraft lease assignment, assumption and amendment agreement (2012), a simil

5、ar awg iata prepared template document.transaction parties electing to make use of this template document should consult the users guide and commentary (2012) prepared in connection herewith.page 1212table of contents1.definitions and interpretation12.terms of sale and purchase13.purchase price, dep

6、osit and taxes24.pre-delivery inspection35.non-compliance, damage or fault or total loss before delivery46.delivery57.disclaimers and waivers68.manufacturer's warranties79.indemnities and liability insurance710.termination811.representations and warranties912.cape town convention913.miscellaneou

7、s provisions1014.time of essence1215.no brokers or other third parties13_annex 1 definitions and rules of interpretation1-aannex 2 form of purchase agreement.2-aannex 3 conditions precedent3-amaster used aircraft purchase agreement, 2012 (“master agreement”) applies to used aircraft sale and purchas

8、e arrangements contemplated hereby between one party (“seller”) and another party (“purchaser”).recitalswhereas this standardized form has been developed to facilitate the sale and purchase of used aircraft and associated equipment; andwhereas purchaser and seller (individually a “party” and collect

9、ively the “parties”) wish to use this master agreement for specific transactions (“purchase agreements”) on the terms hereof as modified thereby.it is hereby agreed as follows:1. definitions and interpretationthe definitions and rules of interpretation specified in annex 1 shall apply hereto and to

10、any purchase agreement.2. terms of sale and purchase2.1 terms of purchase agreement2.1.1 this master agreement governs the sale of any used aircraft (the “aircraft”) described in a purchase agreement specifically incorporating the terms hereof.2.1.2 a purchase agreement modifies the terms hereof in

11、respect of the aircraft described therein. where a purchase agreement is executed, this master agreement as so modified, together with the purchase agreement to which it is incorporated, shall be (i) read as a single independent contract applicable to such aircraft and (ii) referred to herein as “th

12、is agreement”.2.1.3 a purchase agreement shall take the form of annex 2.2.2 agreement to sell and purchase2.2.1 subject to the provisions of this agreement, seller agrees to sell the aircraft to purchaser, and purchaser agrees to purchase the aircraft from seller, on the delivery date, in an “as is,

13、 where is” condition.2.2.2 subject to the provisions of this agreement, seller shall pass to purchaser upon delivery good title to the aircraft, free and clear of any liens other than (i) permitted liens, and (ii) if a lease is specified in part i, point 4 of the purchase agreement, the lease.2.2.3

14、risk of loss or destruction of the aircraft or damage to the aircraft shall pass from seller to purchaser upon delivery.2.3 conditions precedent2.3.1 seller's obligation to sell the aircraft is conditional on satisfaction of, or discretionary waiver by seller of, the conditions precedent (the “s

15、eller conditions precedent”) (i) specified in part a of annex 3 and (ii) if any, specified in part i, point 7a of the purchase agreement. 2.3.2 purchaser agrees to use commercially reasonable efforts to procure the satisfaction of the seller conditions precedent specified in 1-3 of part a of annex 3

16、 and such other seller conditions precedent specified in part i, point 7a of the purchase agreement to which this 2.3.2 is expressed to apply.2.3.3 purchaser's obligation to purchase the aircraft is conditional on satisfaction of, or discretionary waiver by purchaser of, the conditions precedent

17、 (the “purchaser conditions precedent”) (i) specified in part b of annex 3 and (ii) if any, specified in part i, point 7b of the purchase agreement. 2.3.4 seller agrees to use commercially reasonable efforts to procure the satisfaction of the purchaser conditions precedent specified in 1-3 of part b

18、 of annex 3 and such other purchaser conditions precedent specified in part i, point 7b of the purchase agreement to which this 2.3.4 is expressed to apply. 3. purchase price, deposit and taxes3.1 amount of purchase pricethe purchase price for the aircraft is specified in part i, point 8 of the purc

19、hase agreement (the “purchase price”) and shall be paid to the seller in accordance with the terms hereof.3.2 deposit 3.2.1 to the extent not already paid to seller by purchaser, purchaser shall pay to seller a deposit (the “deposit”), if any, in the amount set out in part i, point 9 of the purchase

20、 agreement, upon execution of the purchase agreement. 3.2.2 the deposit (with or without interest as specified in part i, point 10 of the purchase agreement) shall be refunded promptly by seller to purchaser if: (i) this agreement is terminated as described in 10.1(i);(ii) this agreement is terminat

21、ed as described in 10.1(ii), but only if the purchaser is the terminating party and it is not in breach of any of its material obligations hereunder; or(iii) this agreement is terminated as described in 10.1(iii), but only if the purchaser is not then in breach of any of its material obligations her

22、eunder. in all other circumstances the deposit shall not be refundable.3.3 time for payment; adjustment to purchase pricesubject to the provisions of this agreement, on or before delivery, purchaser shall pay or cause to be paid to seller an amount (the “net purchase amount”) equal to the purchase p

23、rice of the aircraft as (i) increased or reduced, as applicable, by the delivery adjustments, if specified in part i, point 11 of the purchase agreement, (ii) reduced by any applicable deposit; and (iii) reduced in accordance with 5.1 if applicable.3.4 payments generally 3.4.1 the net purchase amoun

24、t and the deposit shall be paid in dollars to seller's bank account.3.4.2 all payments shall be paid in immediately available funds by wire transfer for credited receipt on the due date therefor, if a business day, or, if not, the next business day.3.5 taxes3.5.1 seller and purchaser will co-ope

25、rate in ensuring that the delivery location for the aircraft and, if applicable, each engine, shall be in a jurisdiction where no taxes will be imposed upon any of seller, purchaser or the aircraft arising out of the sale of the aircraft pursuant to this agreement. unless otherwise specified in part

26、 1, point 13 of the purchase agreement, the remaining provisions of this 3.5 shall apply.3.5.2 all payments to be made by purchaser under this agreement shall be made on an after tax basis.3.5.3 purchaser will indemnify and hold seller harmless from any and all taxes and expenses assessed by any gov

27、ernment entity against seller in respect of the sale of the aircraft or any part thereof hereunder or attributable to any payment made by purchaser pursuant to this agreement other than:(i) any taxes imposed on the overall income, profits or gains of seller;(ii) any taxes imposed as a result of sell

28、er's failure to comply with this agreement, or non-performance in relation to any applicable laws governing seller's obligations hereunder; and(iii) any taxes arising as a result of the gross negligence or willful misconduct of seller.4. pre-delivery inspectioneither 4.1 or 4.2 shall apply,

29、as specified in part i, point 14 of the purchase agreement.4.1 inspection (option a)purchaser has inspected the aircraft and the relevant aircraft documents to its satisfaction and is satisfied with the physical condition of the aircraft.4.2 inspection (option b)4.2.1 purchaser, at its cost and expe

30、nse, shall be entitled to inspect the aircraft on or before the delivery date in order to satisfy itself that the aircraft meets the delivery condition requirements. unless otherwise specified in part i, point 14 of the purchase agreement, such inspection (the "inspection") shall be made a

31、t a time and place to be notified by seller, but in any event within 10 days after the date of this agreement. the inspection shall include:(i) a physical inspection of the relevant aircraft documents;(ii) a physical inspection of the aircraft and parts; and(iii) unless otherwise specified in part i

32、, point 14 of the purchase agreement:(a) completion of a full video borescope inspection of (a) the low pressure and high pressure compressors and (b) the turbine area of the engines and a full video borescope of the apu, with the party selecting the inspector and bearing the cost of the inspec

33、tion being as specified in part i, point 14 of the purchase agreement;(b) completion of engine condition runs in accordance with the applicable maintenance manual;(c) inspecting the aircraft for existence of structural repairs and the conformity of those repairs to the manufacturers structural repai

34、r manual or manufacturers recommendations, as applicable; and(d) completion of a demonstration flight in accordance with the procedure agreed between seller and purchaser (with the party bearing the cost of the flight, the maximum duration of the flight, the procedure agreed to by purchaser and sell

35、er for the flight and number of purchasers representatives permitted as on board observers being as specified in part i, point 14 of the purchase agreement).4.2.2 if on completion of the inspection, purchaser is not satisfied that the aircraft meets the delivery condition requirements, purchaser sha

36、ll provide prompt notice to seller in writing thereof, specifying in reasonable detail the items which do not conform to the delivery condition requirements. upon such provision of notice, 5.1 shall apply.4.2.3 purchaser will indemnify and hold harmless seller, its directors, officers, employees, ag

37、ents and subcontractors from and against all claims and losses arising from death or injury to any representative or any employee of purchaser in connection with any demonstration flight or inspection of the aircraft hereunder unless caused by the gross negligence or willful misconduct of the seller

38、.4.2.4 seller will indemnify and hold harmless purchaser, its directors, officers, employees, agents and subcontractors from and against all claims and losses arising from death or injury to any representative or any employee of seller in connection with any demonstration flight or inspection of the

39、 aircraft hereunder unless caused by the gross negligence or willful misconduct of the purchaser.4.2.5 unless otherwise specified in part i, point 14 of the purchase agreement, in addition to its rights under 4.2.1, purchaser or its representatives shall be entitled to a “walk around” inspection of

40、the aircraft prior to the delivery date in order to confirm continued compliance with the delivery condition requirements, and if such compliance is not confirmed 4.2.2 shall apply.5. non-compliance, damage or fault or total loss before delivery5.1 non-compliance with delivery condition requirements

41、; damage or fault before deliveryif before delivery the aircraft suffers damage or a fault in the aircraft occurs which (in either case) does not constitute a total loss or if 4.2 (option b) is selected and discrepancies from the delivery condition requirements are found, then the following provisio

42、ns shall apply:(i) if a lease is specified in part i, point 4 of the purchase agreement:(a) if the estimated cost of repairs would not exceed the damage threshold then delivery shall proceed, subject to the terms hereof, notwithstanding such damage, fault or discrepancy;(b) if the estimated cost of

43、repairs would exceed the damage threshold then purchaser may by notice to seller, to be given within ten (10) business days of receipt of the repair estimate, elect to proceed to delivery, subject to the terms hereof, notwithstanding such damage, fault or discrepancy; or(c) if neither of the foregoi

44、ng (a) or (b) apply, then either party may by notice to the other terminate this agreement, whereupon this agreement shall terminate and 10 shall apply;(ii) if no lease is specified in part 1, point 4 of the purchase agreement, then:(a) if the estimated cost of repairs would not exceed the damage th

45、reshold then seller may notify purchaser, to be given within ten (10) business days of receipt of the repair estimate, that it intends to repair such damage, fault or discrepancy prior to the final delivery date and if the repairs are completed to the satisfaction of purchaser prior to the final del

46、ivery date then delivery shall proceed, subject to the terms hereof and any other arrangement then agreed between seller and purchaser; or(b) if (ii)(a) does not apply, and if the parties so agree, delivery shall proceed subject to the terms hereof, with the purchase price being reduced by the estim

47、ated amount of the cost of such repairs as agreed by the parties or with such other arrangements as agreed by the parties; or(c) if neither of the foregoing (a) or (b) apply, then either party may by notice to the other terminate this agreement, whereupon this agreement shall terminate and 10 shall

48、apply.5.2 total loss before delivery5.2.1 if before delivery the aircraft suffers a total loss, then either party may by notice to the other terminate this agreement, whereupon this agreement shall terminate and 10 shall apply.5.2.2 if before delivery an event occurs which with the passage of time a

49、nd/or a relevant determination would constitute a total loss of the aircraft, then either party may by notice to the other terminate this agreement, whereupon this agreement shall terminate and 10 shall apply.6. delivery6.1 delivery6.1.1 subject to satisfaction, or discretionary waiver, as relevant,

50、 of the seller conditions precedent and the purchaser conditions precedent, and subject to 4 and 5, seller shall effect the transfer of title to the aircraft to purchaser on the delivery date by duly executing and delivering the bill of sale to purchaser and purchaser shall confirm its acceptance of

51、 the aircraft on the delivery date by duly executing and delivering the acceptance certificate to seller.6.1.2 the acceptance certificate shall be conclusive evidence (as between purchaser and seller) of the matters stated therein.6.1.3 this clause shall apply unless excluded in part i, point 18 of

52、the purchase agreement. purchaser acknowledges that, notwithstanding 6.1.1, physical possession of the aircraft shall remain with lessee.6.2 delivery date seller and purchaser currently anticipate that delivery of the aircraft will take place on the scheduled delivery date and each shall use commerc

53、ially reasonable efforts to ensure that such delivery takes place on such scheduled delivery date.6.3 delivery locationdelivery shall occur while the aircraft is located in one of the following locations (the “delivery location”):(i) the location specified in part i, point 20 of the purchase agreeme

54、nt; or(ii) if agreed in writing by the parties, international airspace; or(iii) if agreed in writing by the parties, another jurisdiction, provided that in the case of this paragraph (iii) (a) the lex situs opinion is issued to seller and purchaser on or prior to delivery; and (b) seller and purchas

55、er are satisfied that no taxes will be imposed upon seller, purchaser, or the aircraft, as a result of the transfer of title from seller to purchaser while the aircraft is located in such jurisdiction, other than any taxes which seller or purchaser may agree in writing to bear.if agreed in writing b

56、y the parties, delivery may take place with the airframe and one or more engines in different delivery locations and at different times and dates.seller shall give or shall cause lessee (if applicable) to give the purchaser written confirmation of the location of the airframe and each engine at the

57、time of delivery.7. disclaimers and waiverswithout prejudice to 2.2.2, 2.2.3, 4 and 5, the aircraft is to be sold and purchased hereunder "as is, where is".save as expressly stated in this agreement, parties unconditionally agree as follows, it being emphasized that the following is fundam

58、ental to the terms of this agreement:(i)upon delivery, purchaser shall be deemed to have confirmed that it has been given the opportunity to inspect the aircraft, the aircraft documents and, if applicable, the lease documents to its full satisfaction prior to delivery. purchaser acknowledges and represents to seller that it is relying on its own inspection and knowledge of the aircraft, the aircraft documents and, if applicable, the lease documents and not on any inspection, represent