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Pre-owned Aircraft Purchase And Sales Agreement

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This Pre-owned Aircraft Purchase and Sales Agreement ("Agreement"), is entered into as of December 15, 2004 by and between Altria Corporate Services, Inc., with an address at Hanger D-2, Westchester County Airport, 180 Airport Road, White Plains, NY 10604 ("Seller"), and Kraft Foods Aviation, LLC, with an address at 910 Mayer Avenue, Madison, WI 53704 ("Purchaser").

WHEREAS, Seller desires to sell the aircraft as specified below to Purchaser, and

WHEREAS, Purchaser desires to purchase such aircraft from Seller on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. The Aircraft. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase and Seller agrees to sell the following aircraft:

Make and Model: Gulfstream Aerospace, Gulfstream 300

Serial Number: 1509

Registration Number: N607PM (as of the date hereof)

Make and Model of Engines: Rolls-Royce Tay 611-8

Engine Serial Numbers: (left) 18157; (right) 18158

All of the above will hereinafter be referred to collectively as the "Aircraft" , the specifications of which are contained in Exhibit "A" herein.

2. Purchase Price and Payment Terms. Purchaser agrees to pay Seller a total purchase price of Twenty Million One Hundred Fifty Thousand U.S. Dollars (USD $20,150,000) (the "Purchase Price") which shall be payable to Seller at the time of delivery of the Aircraft, as provided for in Section 7 below. Payment of the Purchase Price shall be made to Seller to Account Number [ ] at Citibank, NY (Bank ABA 021000089) for the credit of Altria Corporate Services, Inc. (unless otherwise specified by Seller) in immediately available U.S. funds.

3. Pre-purchase Inspection. Purchaser shall have five (5) business days from the date hereof to complete, at its expense, a pre-purchase inspection and flight test of the Aircraft in order to determine whether there are any "Discrepancies" in the Aircraft, as defined in Section 4 below. The pre-purchase inspection shall take place at the Gulfstream Aerospace facility in Appleton, Wisconsin or another mutually agreed upon location. The test flight of the Aircraft shall be controlled by Seller with Seller92s pilot in command and shall occur during the course of the flight of the Aircraft to the pre-purchase inspection site. Purchaser may retain (at its cost and expense) a third party to perform the pre-purchase inspection on Purchaser92s behalf.

4. Delivery Conditions. The Aircraft shall be in the following condition:

(A) The Aircraft shall be fully serviceable and in an airworthy condition in accordance with the Federal Aviation Administration ("FAA") Part 91 Regulations for Civil Aircraft, normal wear and tear excepted.

(B) All Aircraft systems shall be fully functional and operational as required by the airframe or engine manufacturers92 maintenance manuals.

(C) The Aircraft shall be delivered with a current FAA Standard Certificate of Airworthiness.

(D) The Aircraft maintenance shall be current and in complete compliance with the manufacturer92s recommended maintenance schedule for such aircraft model which will include but may not be limited to:

(1) Airframe, engine, and APU component overhaul periods shall be complied with. Any replacement items will have been completely overhauled and at zero time when installed, with complete and accurate supporting technical documentation, such as log book entries and serviceable tags that verify the component(s) origin and its condition at installation.

(2) All Airframe, engine, APU and accessory FAA Airworthiness Directives applicable to the Aircraft shall be incorporated prior to Delivery (as defined in Section 7 below).

(3) All Airframe, engine, APU and component mandatory service bulletins or "Active" customer bulletins applicable to the Aircraft shall be embodied prior to Delivery.

(E) The Aircraft92s weight and balance schedule shall be current and represent the Aircraft92s configuration at Delivery.

(F) The Aircraft shall have suffered no structural damage that requires an entry to be placed within the Aircraft92s maintenance records which has not been identified and scheduled for permanent repair at Seller92s cost.

(G) The Aircraft shall not have incurred any reduction to either its specified fatigue life or routine maintenance inspections.

(H) All applicable maintenance service plans, including but not limited to CMP and JSSI, shall be paid in full, current, and assignable at no cost to Purchaser.

Further, at Delivery, ownership of all airframe, engine, APU, component, and associated equipment maintenance records and manuals shall be conveyed by Seller to Purchaser which shall include but not be limited to:

(1) Log books, work cards, NDT radiographs, computerized maintenance history and any engineering instructions by the Aircraft manufacturer92s engineering department.


(2) Component serviceability tags or Certificates of Conformity.

(3) Copies of FAA approved STC92s and 337 alteration forms.

(4) All manuals conveyed to Purchaser which are subject to periodic revision shall be fully up to date and current to the latest revision standard.

In addition, Seller will also supply Purchaser with an inventory list of all loose equipment, tools, manuals, log books and any other associated Aircraft records or documentation ownership of which will be conveyed to Purchaser at Delivery.

5. Correction of Discrepancies. If the Aircraft fails to conform to the specifications in Exhibit A and/or the delivery conditions set forth in Section 4 above (any such failure a " Discrepancy"), Purchaser shall not be obligated to accept the Aircraft unless, prior to the time of Delivery, Seller either (i) corrects at Seller92s expense any Discrepancies discovered during the pre-purchase inspection, or (ii) commits to Purchaser in writing to correct at Seller92s expense any such Discrepancies in a manner and within a time frame reasonably acceptable to Purchaser. Upon (x) determination that there are no Discrepancies, (y) correction of any Discrepancies, or (z) Seller92s commitment to correct any Discrepancies as provided in the preceding sentence, Purchaser shall, at the time of Delivery, execute a Final Delivery and Acceptance Receipt in the form of Exhibit B attached hereto. In the event that any Discrepancies have not been corrected by the time of Delivery, the Final Delivery and Acceptance Receipt shall indicate the Discrepancies to be resolved and the time frame and manner in which the parties have agreed that Seller shall correct such Discrepancies, and will be countersigned by Seller to indicate its agreement.

6. Failure of Seller to Correct or Agree to Correct Discrepancies. Subject to the provisions of Section 5 above, if Seller does not correct or agree to correct the Discrepancies disclosed by Purchaser92s inspection in accordance with the provisions of Section 5 above, Purchaser may terminate this Agreement. Upon such termination of this Agreement, neither party shall have any obligation to the other or liability resulting from this Agreement.

7. Delivery, Payment and Bill of Sale. Delivery of the Aircraft by Seller to Purchaser ("Delivery") shall take place on or about December 22, 2004 (the "time of Delivery"), at the Gulfstream Aerospace facility in Appleton, Wisconsin or such other place as may be mutually agreed upon, at which time Purchaser shall execute a Final Delivery and Acceptance Receipt (Exhibit B attached hereto).

At the time of Delivery, the Aircraft shall be free and clear of all liens and encumbrances, and shall be delivered with a marketable title and a valid Certificate of Airworthiness. At the time of Delivery, Seller will transfer to Purchaser ownership of complete consecutive and original logbooks, all maintenance manuals as supplied by the manufacturer of components installed, along with current and complete wiring diagrams, weight and balance manuals and avionics manuals.


At the time of Delivery and upon Seller92s receipt of the Purchase Price, Seller shall deliver to Purchaser a bill of sale in the form set fo
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