PURCHASE AGREEMENT
EXHIBIT "A"
Purchasing: 1995/1982 Silver Eagle $665,000
Trade: None ($ n/a)
Sales Tax: $ n/a
Sub-Total: $665,000
Deposit: ($99,750)
Sub-Total: $565,250
Total Funds Due at Delivery: $565,250
SELLER: BUYER:
Corporate Aircraft Marketing, Inc. Name: The Xxxxxxx Group
0000 Xxxxxx Xxx Xxxxx Address: 0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxx 00000 City, State Xxxxxxxxx, X.X. 00000
(000) 000-0000
By: /s/ X.X. Xxxxxx By: /s/ Xxx Xxxxxx
------------------------------ --------------------------
X.X. Xxxxxx Xxx Xxxxxx
TITLE: President TITLE:
----------------------
Executive Vice President
DATED: July 16, 1996 DATED: July 16, 1996
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AIRCRAFT SALES AGREEMENT
THIS AGREEMENT, entered into as of this 16th day of July, 1996, by and
between, The Xxxxxxx Group, a company with a place of business that is located
in the State of South Carolina, hereafter referred to as "BUYER"; and CORPORATE
AIRCRAFT MARKETING, INC., a company with a place of business at Cleveland, Ohio,
is hereafter referred to as "SELLER".
WITNESSETH:
WHEREAS, SELLER agrees to sell, and BUYER agrees to purchase, the
AIRCRAFT and/or parts and equipment hereafter described. NOW, THEREFORE, in
consideration of the premises and of the mutual promises herein contained, the
PARTIES hereto do hereby agree as follows:
ARTICLE I -- SUBJECT MATTER OF SALE
SELLER shall sell to BUYER, and BUYER shall purchase from SELLER, any
and all equipment and parts hereafter collectively referred to as "AIRCRAFT".
ARTICLE II -- DELIVERY
SELLER agrees to make AIRCRAFT available to BUYER at the location of
Lancaster, South Carolina, on the date of July 16, 1996, or any such other date
and time that both BUYER and SELLER may agree. SELLER further agrees to assume,
for purposes of this Agreement, all risk of loss or damage to the AIRCRAFT until
the AIRCRAFT shall have been delivered to BUYER. All risks of loss or damage
thereafter shall be borne by BUYER. Upon acceptance of the AIRCRAFT by BUYER, as
evidenced by payment of the purchase price, and the execution and delivery of a
Certificate of Acceptance of the AIRCRAFT by BUYER, Title to the AIRCRAFT shall
pass to BUYER.
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ARTICLE III - PURCHASE PRICE AND PAYMENT:
The purchase price of the AIRCRAFT shall be "EXHIBIT A", USD. BUYER shall pay
all taxes, fees and other charges applicable to the sale, transfer, use or
possession of the AIRCRAFT sold and delivered hereunder. Reference is hereby
made to EXHIBIT A for an itemization of all charges in connection with the
purchase of the AIRCRAFT.
ARTICLE IV - DOCUMENTS
A. At the time of acceptance by BUYER of the AIRCRAFT
hereunder as evidence by payment of the purchase price, SELLER shall deliver to
BUYER a Xxxx of Sale for the AIRCRAFT on a form approved by the Federal Aviation
Administration, conveying good and marketable Title, free and clear of all liens
and encumbrances.
B. At the time of acceptance by BUYER of the AIRCRAFT
hereunder, BUYER shall deliver to SELLER a Certificate of Acceptance of the
AIRCRAFT by BUYER in a form satisfactory to SELLER.
ARTICLE V - WARRANTY OF TITLE
ARTICLES PRODUCT SUITABILITY
Determination of the suitability of the AIRCRAFT for uses and
applications contemplated by BUYER and others shall be the sole responsibility
of BUYER. BUYER assumes all risks and liabilities for results obtained by the
use of the AIRCRAFT.
ARTICLE VI - WARRANTY OF TITLE
DISCLAIMER OF WARRANTIES
SELLER warrants that it has good Title to the AIRCRAFT and
that Title will be transferred to BUYER free and clear of any liens, claims,
charges, mortgages, or encumbrances of any kind whatsoever. Except for the
aforesaid Warranty, the AIRCRAFT is sold by SELLER to BUYER "as is, where is"
and THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE, TYPE OR KIND,
INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE. SELLER has not made any statements or
representations to BUYER regarding the fitness of the AIRCRAFT for any specific
application. BUYER has been afforded the opportunity to inspect and has
inspected the AIRCRAFT, at BUYERS sole expense, is familiar with, and is
satisfied with the condition thereof, and acceptance of AIRCRAFT in an "as
is" condition.
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ARTICLE VII - CLAIMS, EXCLUSION OF DAMAGES
No claim of any kind, whether as to goods delivered or for
non-delivery of goods, and whether based on Contract, breach of Warranty,
negligence, or otherwise, shall be greater in amount than price of the goods in
respect of which such damages are claimed; and failure to give notice of any
claim within thirty (30) days from date of sale shall constitute an absolute and
unconditional waiver by BUYER of goods. The remedy hereby provided shall be the
exclusive and sole remedy of the BUYER. NO CLAIM OF ANY KIND, WHETHER AS TO
GOODS DELIVERED OR FOR NON-DELIVERY OF GOODS, AND WHETHER OR NOT BASED ON
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL RENDER SELLER
LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ARTICLE VIII - SEVERABILITY
In the event that any court of competent jurisdiction determines that
any provisions of this contract are void or voidable, that shall not in any
way affect the enforceability or the remaining provisions of this contract.
ARTICLE IX - FORCE MAJEURE
SELLER shall not be responsible or liable for any delay or failure to
deliver any or all of the product if occasioned by: act of God, war, riot,
insurrection, fire, flood, embargo, explosion, accident, breakdown of machinery
or equipment; shortage of or inability obtain fuel, power, raw materials,
equipment, transportation, or the product itself, without litigation and at
usual prices or from usual sources; good faith compliance with any law,
regulation, standard, order, rule or recommendation made by any governmental
authority; strike or labor controversy (SELLER shall not be required to settle
any labor matter against its own best judgment); any cause or circumstance
beyond SELLER'S reasonable control or any other cause or circumstance, whether
similar or dissimilar to the foregoing; which makes impracticable the
production, transportation or delivery of the product or any material used in or
in connection with its production; and the contracted quantity shall be reduced
to the extent of the quantities not delivered due to any such cause or
circumstance. In no event shall SELLER be obligated to purchase product, or to
deliver from any plant or facility other than the shipping point specified
herein, to replace the quantities not delivered due to any such cause or
circumstance.
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ARTICLE X - MISCELLANEOUS
A. SPECIAL CONDITIONS. Any special conditions contained on Exhibit A
attached hereto are incorporated herein by reference as part of this Agreement.
B. The terms and conditions contained herein constitute the entire
agreement between the parties hereto with respect to the purchase and sale of
the AIRCRAFT, and shall supersede all other communications, representations or
agreements, either oral or written, between the parties hereto with respect to
the subject matter hereof, and no agreement or understanding varying the terms
and conditions hereof shall be binding upon either party hereto unless executed
after the date hereof in writing and signed by duly authorized representatives
of both parties.
C. This Agreement shall inure to the benefit of and be biding upon each
of the parties hereto and their respective officers, assigns, but this Agreement
may not be assigned by either party without the prior written consent of the
other party.
D. Any notice to be given hereunder shall be deemed sufficiently given
if sent by registered or certified mail or by telegram to the party to which
said notice is to be given at its address as shown below.
E. This Agreement and any transaction or controversy arising herefrom
or relating hereto shall in all respects be governed by and construed in
accordance with the laws of the State of Ohio. BUYER and SELLER hereby submit to
jurisdiction in both the State and Federal courts in Ohio in any dispute arising
out of this Agreement and specifically submit to venue in Cuyahoga County, Ohio.
No waiver by either party of any breach of any of the terms or
conditions contained herein shall be construed as a waiver of any succeeding
breach of the same or any other term or conditon containted herein shall limit
the remedies of SELLER in the event of BUYER'S breach of any term or condition
contained herein.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized representatives as of the date first above written.
SELLER: BUYER:
Corporate Aircraft Marketing, Inc. Name The Xxxxxxx Group
0000 Xxxxxx Xxx Xxxxx Address 0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxx 00000 City, State Xxxxxxxxx, Xxxxx Xxxxxxxx
00000
(000) 000-0000 Phone (000) 000-0000
BY: /s/ X. X. Xxxxxx BY: /s/ Xxx Xxxxxx
-------------------------- ---------------------------------------
X. X. Xxxxxx Xxx Xxxxxx
TITLE: President TITLE: Executive Vice President
---------------------------------
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TO WHOM IT MAY CONCERN:
The Undersigned hereby certifies that We (or They) are the Purchasers of the
below listed Aircraft and that:
-- The Aircraft was Purchased for Resale by
-----------------------------------
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and our Sales Tax Number is #______________ as in then the State of ___________.
X The Aircraft was purchased for use outside the State of Ohio, and Purchaser is
responsible for all State, Local and Federal Taxes associated with this
transaction.
-- The Aircraft was purchased for use in the State of Ohio, and Purchaser
assumes responsibility for all State, Local, and Federal Taxes associated with
this transaction.
-- The Aircraft was purchased for use in the State of Ohio, and Seller
collected Sales Tax as required in the amount of $_______________.
AIRCRAFT 1995/1982 Silver Eagle BUYER The Xxxxxxx Group
REGISTRATION # N67Y Address 0000 Xxxxxxxx Xxxxxxx
SERIAL # P210-00772 City, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx
00000
Phone (000) 000-0000
BY: /s/ Xxx Xxxxxx
---------------------------------------
Xxx Xxxxxx
TITLE: Executive Vice President
-------------------------------------
PURCHASE DATE July 16, 1996
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AIRCRAFT DELIVERY CERTIFICATE
BUYER: The Xxxxxxx Group
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AIRCRAFT: 1995/1982 Silver Eagle
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REGISTRATION #: N67Y
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SERIAL #: P210-00772
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I hereby accept delivery of the above mentioned Aircraft "as is, where is"
except as noted below.
BY: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
TITLE: Executive Vice President
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DATED: July 16, 1996
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