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Agreement For Sale of Used Airplane
01. Introduction. Agreement made [date] between [name], with principal offices at [address] (Seller), and [name], with principal offices at [address] (Buyer), for the sale and delivery of a used airplane.
02. Description of Aircraft. Seller will sell and deliver to Buyer an airplane described as follows: [manufacturer, model, year, serial number, FAA registration number].
The airplane will be equipped with [number and type] engines and other equipment now on such airplane, except [specify equipment].
03. Purchase Price. The purchase price is ---------- dollars ($----------), payable in full upon delivery of the airplane, by certified check drawn upon a local bank.
04. Seller's Representations and Warranties. Seller makes the following representations and warranties, which shall survive the closing of the sale:
a. Seller Is Sole Owner. Seller is the sole owner of the airplane and has full right and power to sell and transfer it.
b. No Liens or Encumbrances. The airplane is free from any security interest or other lien or encumbrance.
c. Suits, Judgments, Etc. No judgments exist against Seller nor are there any executions, attachments, or replevins outstanding against Seller. Seller is not a defendant or respondent in any action or proceeding. No petition in bankruptcy or for an arrangement of creditors has been filed by or against Seller nor has Seller taken advantage of any insolvency laws.
d. Condition of Airplane. Seller specifically disclaims any warranties as to the physical and mechanical condition of the airplane. Buyer acknowledges inspecting the airplane and is purchasing it "as is." Seller will maintain the airplane in its present condition, reasonable wear and tear excepted, until it is delivered to Buyer. Seller has owned the airplane since [date].
05. Delivery of Airplane. The airplane will be delivered to Buyer at [address], on [date]. At the time of delivery, Seller will execute all forms needed to transfer ownership of the airplane in conformity with the applicable requirements of the U.S. Department of Commerce.
06. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
07. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
08. No Representation. Neither party has made any representations nor promises, other than those contained in this Agreement or in some further writing signed by the party making the representation or promise.
09. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
10. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
11. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
12. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Applicable Law. This Agreement shall be governed by the laws of the State of ___________.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____