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TERMS AND CONDITIONS OF PURCHASE
1. Seller will give Buyer written notification of the "Confirmed Delivery Date", sixty (60) days prior to the actual date the Aircraft will be ready for delivery. The Aircraft's Scheduled Delivery Date is preliminary and is stated on the face of this Agreement. 2. The Aircraft will be delivered to Buyer free of all encumbrances, together with a current United States Certificate of Airworthiness and a FAA Bill of Sale. Title to the Aircraft shall remain with Seller until Buyer accepts delivery of and pays Seller in full for the Aircraft. 3. Buyer will make all payments in United States dollars at West Palm Beach, Florida U.S.A., by bank cashier's check, or by wire transfer to: Solaris Aviation, Inc., Bank of America, Boca Raton, Florida, U.S.A., Account No. 0034 4638 4730, ABA No. 063100277, Re: Buyer's name and Aircraft serial number. 4. Buyer will accept Aircraft for delivery on or before the fifteenth (15th) day following the Confirmed Delivery Date ("Acceptance Date"), subject to Buyer's ground and flight acceptance inspections. Seller shall have a reasonable time to correct any deficiencies and, if necessary, the Confirmed Delivery Date shall be adjusted accordingly. Completion of the acceptance inspections together with correction of any deficiencies shall constitute Buyer's agreement that the Aircraft conforms to the specifications, standards, and other requirements of this Agreement, or is otherwise acceptable to the Buyer and any differences have been waived. Thereafter, no adjustments will be made to the Aircraft except according to the Aircraft Limited Warranty as provided for in the Agreement. Delivery terms are Ex Works, Seller's factory in West Palm Beech, Florida, U.S.A., or at such other location as is mutually agreeable to both Buyer and Seller. 5. Buyer will pay all taxes, excises, tariffs, charges or additions thereto levied, assessed, or required by law to be paid by Buyer upon the sale of the Aircraft. If Buyer claims that this transaction will be exempt from Florida Sales Tax, Buyer agrees to execute and deliver to Seller an appropriate affidavit specifying the justification for such exemption. 6. If Buyer (i) for any reason, does not accept Aircraft delivery on or before the Acceptance Date, (ii) informs Seller that Buyer will not accept Aircraft delivery on or before the Acceptance Date, or (iii) breaches any term or condition contained in this Agreement, Seller shall have the right to terminate this Agreement and retain all deposits previously paid by Buyer as liquidated damages and not as a penalty. This remedy does not preclude any other remedy available to Seller. 7. Seller shall not be liable to Buyer for any failure or delay in making delivery when such failure or delay arises from any cause beyond Seller's control, including, without limitation, acts of God, accidents, strikes, or labor causing cessation, slow down, or interruption of work, war, insurrections, hostilities, riots, delays or failure in transportation, delay or inability to secure materials, parts or equipment necessary to manufacture or complete the Aircraft, governmental acts of constraint, or any delay of any subcontractor or vendor. In the event that any delay is anticipated, Seller's sole obligation is to notify Buyer of a new delivery date as soon as practicable. If Seller fails to deliver the Aircraft for any other reason within one hundred eighty (180) days after the Scheduled Delivery Date, as defined on the face of this Agreement, Buyer shall have the right to terminate this Agreement effective upon the date of receipt by Seller of Buyer's written notice of termination ("Termination Date"). On or before the thirtieth (30th) day following the Termination Date, Seller shall return all deposit(s) previously paid by Buyer, together with interest calculated from the date Seller received such deposit(s) through the Termination Date. Interest shall be calculated at the five (5) year U.S. Treasury Note Rate in existence on the Termination Date. The foregoing return of deposit(s) plus interest shall be Buyer's exclusive remedy for Seller's failure to perform hereunder. 8. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO SELLER'S PERFORMANCE UNDER THIS AGREEMENT WHETHER SUCH CLAIMS OR CAUSES OF ACTION ARISE IN TORT, CONTRACT, CIVIL LAW OR OTHER THEORIES OF LIABILITY. 9. Until the Acceptance Date, Seller shall have the right, without the prior consent of Buyer, to make changes in the Aircraft and to substitute equivalent equipment, accessories or material; provided that such changes or substitutions shall not adversely affect the price, time of delivery or performance of the Aircraft or significantly affect its design, weight or balance. Where such changes are required by the FAA or by the Buyer's cognizant airworthiness authority becoming effective subsequent to the date of this Agreement, the cost of such changes or substitutions shall be borne by Buyer. 10. In the event any dispute arising under this Agreement cannot be resolved through the efforts of each party's senior management, resolution shall be finally settled in accordance with the Commercial Rules, then prevailing, of the American Arbitration Association (if a domestic sale), or International Chamber of Commerce (if an international sale), and the Seller and Buyer agree that any arbitration proceeding shall be conducted by a panel of three arbitrators in Miami, Florida in the English language. 11. All notices shall be in writing, addressed to the receiving party at its address shown on the front of this Agreement (unless a party gives the other party written notification of a change of such address) and shall be sent by either certified mail, or by facsimile with a copy sent by first class mail or by courier delivery. 12. Amendments to this Agreement may be made only in writing signed by Buyer and Seller. 13. Seller may assign the rights and obligations under this Agreement to a Third Party as long as the assignment does not change the Aircraft to be delivered and all responsibilities of the Seller and the obligations and commitments to the Buyer have been fully assumed by the Assignee. This Agreement is not assignable or transferable by Buyer without the prior written consent of Seller. 14. The law of Florida as effective and in force on the date of this Agreement shall apply to this Agreement. This Agreement including the Exhibits / Addenda attached hereto are confidential between the Seller and Buyer. The terms and conditions set forth herein may not be disclosed in any fashion, either in whole or in part, to any third party (excluding governmental authorities and the disclosing party's legal counsel, financial institution, accountants and other relevant personnel with a need to know) unless the party desiring to make such disclosure first obtains the express written approval |
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