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New Wigcraft BD-12GC Purchase Contract v1.7 2017

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Published by dwightbarnell, 2017-07-03 16:24:18

New Wigcraft BD-12GC Purchase Contract v1.7 2017

New Wigcraft BD-12GC Purchase Contract v1.7 2017

New BD-12GC Wigcraft Purchase Contract

The Parties to this Contract are

Atlantic Wigcraft BD, Inc., a New Jersey corporation, having its principal place of business in 301 RT 17
North, Suite 800, Rutherford, New Jersey, 07070 U.S.A., Tel: 862-264-2802, Email: [email protected]
(hereinafter "Seller").

AND

__________________, Inc., a____________ corporation, having its principal place of business at
__________________________, U.S.A., Tel: (xxx) xxx-xxxx Email: (hereinafter “Purchaser”)

The Seller and the Purchaser are referred to individually as "the Party" and collectively as "the Parties". In
consideration of the following promises and mutual contracts, the Parties agree as follows:

ARTICLE 1: DESCRIPTION AND PRODUCTION CONFIGURATION. Seller agrees to sell and Purchaser
hereby agrees to purchase from Seller the equipment in the quantities and at the agreed unit and total
prices, all as set forth on Appendix 1 and any Amendment(s) thereto (hereinafter “Equipment"). The
Equipment will be manufactured in accordance with Seller's production configuration at the time of
manufacture (hereinafter “Production Configuration"). Seller unilaterally reserves the right to revise the
Production Configuration at any time to conform to regulations, as needed, of the International Maritime
Organization (IMO), the United States Coast Guard (USCG), Lloyd’s Registry (LR) or any other international
governing organization that has jurisdiction over the registration and operation of Wing-in-Ground effect
WIGcraft or Seller's current manufacturing, design, or engineering requirements. Such revisions may result
in changes to the Acceptance Month and/or Purchase Price. Seller will notify Purchaser as soon as
practicable if manufacturing changes will affect Acceptance Month as defined in Article 5. Purchaser agrees
that Seller accepts no liability to Purchaser because of any delays attributed to such revisions. Except as
otherwise provided under this Contract, any increase to the Total Purchase Price will be agreed to by both
Parties in a written amendment to this Contract. Failure to so agree will permit Seller to terminate this
Contract.

ARTICLE 2: CERTIFICATION AND REGISTRATION. Seller will obtain:

(An International Maritime Organization (IMO) Certification, as defined (IMO, MSC/Circ.1054, Ref. T4/3.01)
for the operation of a wigcraft within the maritime regulatory regime, Category Type-A Wigcraft, for
maritime operations in ground effect.

Wing-in-Ground Craft Safety Certificate, IMO and USCG, Wing-in-Ground Record of Equipment List.

Permit to Operate WIGcraft, provision of regulation IMO I/19 of the Convention.

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Each new wigcraft will have a Lloyd’s Registration with Lloyd’s Register (LR) of the Equipment in accordance
to International Maritime and Aviation rules and regulations. The Seller will provide written notification to
the Purchaser upon the receipt of Certification (hereinafter "Certification"). The Seller shall have the right
at any time under this Contract not to obtain Certification and to terminate the Contract. In the event that
Certification is not obtained, the Seller's sole liability under this Contract shall be to provide the Purchaser
written notification that Certification will not be obtained and to return in full the Initial Deposit set forth in
Article 4.a, without interest, to the Purchaser within a reasonable period of time.

ARTICLE 3: PURCHASER'S CONFIGURATION. The configuration of the Equipment shall be defined by
the Purchaser in accordance with the paragraphs below.

a. Initial Configuration. Appendix 1 defines the configuration of the Equipment upon the Parties signature of
this Contract (hereinafter "Initial Configuration").

b. Final Detailed Configuration. Within fifteen (15) calendar days after receipt of Seller's written notification
of Certification the Purchaser shall provide written confirmation of the Appendix 1 Equipment Initial
Configuration or provide a final detailed configuration of the Equipment including interior and exterior
definitions and accessory kits (hereinafter "Final Detailed Configuration").

c. Configuration Changes. Purchaser requested configuration changes to the Equipment after the definition
of the Final Detailed Configuration must be agreed to by both Parties in a written amendment to this
Contract and may result in an adjustment to the Total Purchase Price of the Equipment, payment schedule
and/or Acceptance Month as defined in Article 5.

ARTICLE 4: PRICING AND PAYMENT TERMS. The Purchaser shall pay Seller the Appendix 1 Total
Purchase Price for the Equipment, set forth in United States Dollars (USD) in 2017 economics that will be
escalated at a rate of three percent (3%) per year to the Acceptance Year defined in Article 5. Concurrent
with the written notification of Certification, the Seller shall provide the Purchaser with the Appendix 1
Total Purchase Price escalated to the Acceptance Year. Upon the receipt of the Final Detailed Configuration
in accordance with Article 3.a, an amendment to this Contract will be issued to incorporate the Appendix 1
final Total Purchase Price escalated to the Acceptance Year.

a. Initial Deposit. Within seven (7) calendar days of Purchaser's signature of this Contract, Purchaser shall pay
to Seller an Initial Deposit as specified in Appendix 1 or any Amendments to this Contract. Unless and until
such deposit is received and accepted by Seller, this Contract is non-binding on Seller.

b. Other Deposits. Other deposits shall be received as indicated in Appendix 1 and agreed to by the parties.

c. Additional Deposit. The Purchaser shall pay an additional deposit as set forth in Appendix 1 for any
amendments to this Contract and agreed to by both parties.

d. Balance of Payment. The balance of payment must be received and accepted by Seller no later than the
time of aircraft delivery as defined in Article 5

e. Acceptable Methods of Payment. All payments shall be made in United States dollars by a single wire
transfer, check drawn from Purchaser's account or such other negotiable instruments acceptable to Seller.

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Details of acceptable payment methods are contained in the Payment Policy attached to this Contract as
Exhibit 1.

f. Financing Equipment. Purchaser shall notify Seller in writing at least ninety (90) calendar days prior to the
Acceptance Month specified in Article 5 if Purchaser intends to finance the Equipment (such notification
date hereinafter called "Notification Date"). If Purchaser is unable to obtain approved financing within sixty
(60) calendar days after the Notification Date, Seller reserves the right to terminate this Contract and retain
all payments previously made by Purchaser as liquidated damages but not as a penalty.

g. Taxes. The price of the Equipment does not include any sales, use, personal property, value-added, excise
or similar tax or assessments which may be imposed by any governmental authority upon this sales
transaction, the Equipment or the use of the Equipment by Purchaser, and any such costs if imposed shall
be the responsibility of the Purchaser. Purchaser agrees to pay and indemnify Seller against taxes or
assessments as referenced herein (including interest or penalties that may arise from nonpayment), as well
as any withholding taxes, customs, duties or other assessments by any governmental authority so that in all
instances Seller receives payment (after any taxes or assessments) equal to the sales price. Purchaser
agrees to execute any documentation necessary to avoid the imposition of or receive exemption from
applicable taxes. These provisions shall inure to any successor or approved assignee of Purchaser and shall
survive until six (6) months after the expiration of any applicable statute of limitations.

ARTICLE 5: ACCEPTANCE AND DELIVERY. Concurrent with the written notification of Certification, the
Seller will provide the Purchaser an estimated acceptance year (hereinafter "Acceptance Year") of the
Equipment. The Acceptance Year for the Equipment requiring export certification certificates will be
dependent on validation by the International Maritime Organization in the country of operation. The Seller
shall provide the Purchaser written notification of the month of Acceptance (hereinafter "Acceptance
Month") no later than twelve (12) calendar months prior to the establishment of the Acceptance Month.

Purchaser may elect to inspect and accept the Equipment at Seller's designated facility or may elect to
waive such inspection and accept the Equipment by waiver.

a. Notice. Seller will notify Purchaser at least thirty (30) calendar days prior to the date that the Equipment
will be available for inspection (hereinafter "Inspection Date").

b. Inspection. No later than ten (10) calendar days after the scheduled Inspection Date, Purchaser shall
inspect, conduct a sea and flight test in open water at the Seller's New Jersey facility. In the event the
Equipment is not in compliance with this Contract, Purchaser shall specify to Seller in writing any
deficiencies with the Equipment. Following cure of such deficiencies, the Parties shall continue the
acceptance procedure. Purchaser may elect to waive such inspection and accept the Equipment by waiver
as described in paragraph 5.c below.

c. Acceptance and Acceptance Date. If the Equipment is in compliance with the terms of this Contract,
Purchaser shall execute either a Seller's Certificate of Acceptance or a Seller's Certificate of Acceptance
with Waiver of Inspection (collectively "Certificate of Acceptance"), sent by E-mail or facsimile for the
Equipment. Purchaser's execution of this document shall constitute final acceptance of the Equipment and
serve as Purchaser's acknowledgment that the Equipment conforms to the Appendix 1 configuration and

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the requirements of this Contract ("Acceptance"). The date of execution by Purchaser of the Certificate of
Acceptance shall be deemed to be the "Acceptance Date".

d. Failure to Inspect/Accept the Equipment. If Purchaser fails to inspect and accept the Equipment within the
ten (10) calendar days specified above for reasons not attributable to Seller, Seller shall, at its sole
discretion, have the option to terminate this Contract and retain all payments previously made by
Purchaser as liquidated damages but not as a penalty and/or to assess inventory carrying costs to
Purchaser. These costs may include, but are not limited to, things such as warehouse / hangar fees or
costs.

e. Delivery. Seller will deliver the Equipment fully assembled ready for flight, EXW (EX Works - INCOTERMS
2010) Seller's facility in New Jersey unless alternate delivery and/or shipping terms are defined in Appendix
1. If the Purchaser requires alternate delivery and/or shipping terms, they must be agreed to at least sixty
(60) calendar days prior to delivery and may result in additional charges to the Purchaser as reasonably
determined by Seller.

f. Temporary Equipment Hold. Purchaser shall remove the Equipment within ten (10) calendar days following
Acceptance. If Purchaser does not remove the Equipment on or before the tenth day, Seller may, at its
discretion, assess a storage fee equal to two hundred dollars ($200.00) per day for each calendar day
beyond the ten (10) day period. Furthermore, Purchaser agrees to pay any additional costs incurred by
Seller for any scheduled maintenance performed on the Equipment or other costs incurred by Seller while
still under Seller’s care and control.

ARTICLE 6: RISK OF LOSS AND TRANSFER OF TITLE. Risk of loss and title to the Equipment shall be
transferred to Purchaser upon receipt and acceptance by Seller of all monies owed under this Contract, and
upon receipt by Seller of the signed Certificate of Acceptance as defined in Article 5. Title to the Equipment
shall be free and clear of any and all liens, privileges, encumbrances, charges and rights of others either
directly to the Purchaser or in the case of financed Equipment, per the terms of the fully executed finance
documentation. Purchaser has sole responsibility for registration of the wigcraft on local, state or U.S.
Registry or foreign country civil maritime registry as required by applicable law.

ARTICLE 7: TRAINING. Any training provided by Seller specified in Appendix 1 herewith, must be used
no earlier than two (2) months prior to and no later than one (1) year after the Acceptance Date. Such
training shall be conducted at a Seller's facility or other facility provided by the Seller on a Wigcraft Training
Device (WTD), as well as providing a qualified Wigcraft Pilot to Purchaser for up to ten (10) hours of
Wigcraft (SEA & FLIGHT) Training in Purchasers Wigcraft. Any additional training shall be billed out for
$650.00 per day plus wigcraft instructor expenses. Purchaser shall be responsible for all expenses incurred
by Purchaser's representatives receiving training including without limitation, travel, lodging, and meals.

ARTICLE 8: EVENTS OF DEFAULT AND TERMINATION. In the event that (i) this Contract is breached,
canceled or terminated by Purchaser for any cause whatsoever, except for reasons set forth in Article 2 and
13 or (ii) Purchaser fails to pay any payments or other charges for which it is responsible under this
Contract when due, Seller shall have the right to terminate this Contract and retain all payments previously
made by Purchaser as liquidated damages but not as a penalty. In the event this Contract is terminated by

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Seller for any reason other than those listed above, the sole liability of Seller shall be to return any
payments made by Purchaser for Equipment not delivered.

ARTICLE 9: WARRANTY. The Equipment includes a fully transferable warranty of Two Years/1,000
Hours Non-Prorated, whichever occurs first. The terms of the Equipment Warranty are set forth in
Appendix 2.

ARTICLE 10: MISCELLANEOUS

The headings of the several articles are inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this Contract. This Contract is not binding upon
the Parties until it is signed below on behalf of each Party. If a court of competent jurisdiction holds any
provision of this contract invalid, illegal or unenforceable in any respect, this Contract must be construed as
if that invalid or illegal or unenforceable provision is severed from the Contract, provided, however, that
the Parties shall negotiate in good faith substitute enforceable provisions that most nearly effect the
Parties' intent in entering this Contract. Seller agrees to give the Purchaser exclusive sales territory in
___________ and will pay a 5% commission on all sales within that territory for each wigcraft. This only
applies to factory new wigcraft and does not include spare parts, engines or propellers. This exclusive
territory is granted upon the signing of this contract and is valid for 24 months at which time will be
renegotiated.

ARTICLE 11: ASSIGNMENT. Purchaser shall not assign any right, title or interest under this Contract
without Seller's written consent. Seller agrees to consent if the assignment is to a financial institution
solely for the purpose of providing Purchaser financing or leasing or to facilitate a like-kind exchange under
Section 1031 of the US Internal Revenue Code. Seller, in its sole discretion, may assign its rights hereunder
for any purpose including without limitation, for financing purposes.

ARTICLE 12: CHOICE OF LAW AND JURISDICTION. Seller and Purchaser agree that this Contract shall be
deemed made and entered into and will be performed wholly within the State of New Jersey, and any
dispute arising under, out of, or related in any way to this Contract, the legal relationship between Seller
and Purchaser, or the transaction that is the subject of this Contract shall be governed and construed
exclusively under the laws of the State of New Jersey, USA exclusive of conflicts of laws. Any dispute arising
under, out of, or related in any way to this Contract or the legal relationship between Seller and Purchaser
shall be adjudicated solely and exclusively in (a) the Courts of General Jurisdiction of the State of New
Jersey in the County of Bergen, or (b) the Federal District Court in Camden, New Jersey. The Seller and
Purchaser agree that this forum selection is mandatory and exclusive of all other forums

ARTICLE 13: FORCE MAJEURE. If Seller shall be unable to perform its obligations under this Contract
because of intervention of a Force Majeure event, which term shall include but not be limited to strikes,
lockouts or other labor disturbances, riots, epidemics, war, governmental actions, inactions or regulations
(including, but not limited to, preemptive priority allocation rights of the U.S. Government), fire, weather,
difficulty in obtaining qualified parts or materials, failure of performance by subcontractors or other causes
beyond its control, Seller shall not be responsible for delays in acceptance, delivery or performance under
this Contract. Seller shall give reasonable notice to Purchaser upon the occurrence of a Force Majeure
event. If a delay in delivery or performance extends beyond one hundred eighty (180) days from the last
day of the scheduled Acceptance Month specified in Article 5, either Party may terminate this Contract,

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whereupon the sole liability of Seller shall be to return any payments made by Purchaser for Equipment not
delivered.

ARTICLE 14: EXPORT REGULATIONS/COMPLIANCE WITH LAWS. The Parties acknowledge that the
products, services and/or information provided under this Contract require both Parties to comply with the
applicable laws, rules and regulations including, but not limited to, Customs (import/export) laws and
regulations, the U.S. International Traffic in Arms Regulations (ITAR), the Export Administration Regulations
(EAR), the USA Patriot Act and the U.S. Foreign Corrupt Practices Act (FCPA) and similar laws of all such
jurisdictions where the Equipment will be shipped and/or operated.

a. Government Authorization. Purchaser agrees to cooperate fully with Seller to obtain any government
authorizations that may be required for the products, services and/or information provided pursuant to
this Contract. Seller shall be entitled to terminate this Contract if unable to secure such authorizations and
Seller shall be excused from the obligation to deliver the Equipment. The sole liability of Seller shall be to
return any payments made by Purchaser for Equipment not delivered. Seller shall not be liable to Purchaser
for any loss, cost or expense arising from such termination or non-delivery (including any actual,
consequential or other damages of any kind whatsoever).

b. End-Use/User Confirmation. Purchaser shall submit a completed END-USE and END-USER STATEMENT
("End-Use Form") (reference Exhibit 2 included with this Contract) at least six (6) months prior to the first
calendar day of the Acceptance Month. If the date on this Contract is within six (6) months of the
Acceptance Month as specified in Article 5, Purchaser shall submit the completed End-Use Form within
fourteen (14) calendar days of signature of this Contract. This statement must identify the intended (i) end-
user of the aircraft (name and address); (ii) end-use of the aircraft; and (iii) country(s) where aircraft will be
registered and operated. Purchaser shall submit updated End-Use Forms should such information change
prior to final delivery. Purchaser acknowledges that failure to provide or update this information in a timely
manner may result in delays or termination of this Contract at the sole discretion of Seller.

ARTICLE 15: KNOW YOUR CUSTOMER. Execution and performance of this Contract, including any
payments made hereunder, may be governed by applicable rules and regulations governing the transfer of
money and related anti-money laundering legislation. As such, Purchaser agrees to cooperate with Seller
and provide additional information in accordance with Seller's "Know Your Customer" policies, including,
but not limited to, providing information regarding monies paid in the execution of this Contract. Seller will
make its best efforts to ensure that such compliance efforts do not result in delays in execution and
performance under this Contract. Nevertheless, Purchaser acknowledges that failure to meet these
compliance requirements or the failure of Purchaser to cooperate with Seller in these efforts may result in
delays or termination of this Contract at the sole discretion of Seller.

ARTICLE 16: RESPONSIBILITY FOR CERTAIN LOSSES. Neither Party shall hold the other responsible for
loss or damage to its property or injury to or death of its employees, agents, or representatives at the
facilities of the other Party in the course of performing this Contract, except as a result of the other Party's
willful misconduct. The foregoing applies, without limitation, to losses caused by mechanical defects, parts
failure or accidents.

ARTICLE 17: LIMITATION OF LIABILITY. IN NO EVENT, SHALL EITHER PARTY BE LIABLE UNDER THIS
CONTRACT PURSUANT TO ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR

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EQUITABLE THEORY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
LIMITATIONS OF LIABILITY SET FORTH IN THIS CONTRACT REFLECT AN ALLOCATION OF RISK SET FORTH IN
THIS CONTRACT AND THAT, IN THE ABSENCE OF SUCH LIMITATIONS, THE TERMS OF THIS CONTRACT
WOULD BE SUBSTANTIALLY DIFFERENT.

ARTICLE 18: SEVERABILITY AND WAIVER. If any provision of this Contract is or becomes null or
unenforceable by force of law, the other provisions shall remain valid and enforceable. Waiver of one
provision by either Party shall not act as waiver of any other provision.

ARTICLE 19: OUTSIDE (3rd Party) COMPLETION SUPPORT. Purchaser acknowledges and agrees that
Seller has no responsibility for providing any documentation or Seller data to Purchaser or Purchaser's
designated customizing vendor to support any outside completion and that any delays or costs that result
from such support shall be the sole responsibility of Purchaser and its designated customizing vendor.

ARTICLE 20: NOTICES. Notices required under this Contract shall be in writing and sent by electronic
mail or facsimile with confirmation to the respective Parties by courier or registered mail, and to the
addresses set forth in the first paragraph of this Contract unless otherwise specified by the Parties in
writing. All notices delivered hereunder shall be deemed given on the date they are transmitted or placed
in the hands of the post or courier for delivery as appropriate.

ARTICLE 21: ENTIRE CONTRACT AND ORDER OF PRECEDENCE. This Contract, together with the
Appendices and Exhibits attached hereto, constitute the entire contract between the Parties with respect
to the subject matter hereof and supersede all prior written or oral contracts, representations,
negotiations, proposals or discussions between the Parties with respect to the subject matter hereof. A list
of closing documents will be outlined in Exhibit No. 3. No modification or supplement hereto shall be
effective unless set forth in writing as an amendment to this Contract and signed by both Parties. In the
event of any inconsistency between the provisions of this Contract and any Appendix or modification
thereof, such inconsistency shall be resolved by giving precedence to the document which is the most
recent in time as measured by the dated signature of Seller.

ARTICLE 22: DATA PRIVACY. Seller may receive from time to time personal data of wigcraft users
("Users") from Purchaser. Seller will not process Users' personal data except as necessary to enable the
continuous improvement, marketing and support of Seller's products and services.

a. It has the Users' consent to disclose the Users' personal data (including Users' sensitive data as defined in
the European Union data protection legislation) to Seller from time to time;

b. Users have agreed that Seller or Seller's approved third-party research firms may contact Users to collect
information including, but not limited to, Customer Satisfaction, mission use and desired product
improvements;

c. Users have agreed that their data may be transferred to territories outside the European Union for the
purposes listed above.

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d. Seller agrees that it will only process Users' personal data for the purposes listed above and will not
disclose Users' personal data to third Parties other than approved third party research firms.

e. Seller considers Purchaser's and Users' participation vital to its continuous improvement efforts however
Users may decline participation when contacted.

ARTICLE 23: OFFICE ACCEPTANCE AND EFFECTIVE DATE. This Contract shall not become a binding
contract until: i) receipt of Purchaser's initial deposit described in Article 4 above; and ii) final acceptance
and execution by Seller through its office in New Jersey. Until this Contract becomes a binding contract
upon Seller, the Equipment may be sold to another customer, and the price, delivery date, options, and
other terms and conditions of the Contract may no longer be offered. By signing below, the signatories to
this Contract verify that they have read the complete Contract and understand its contents and have full
authority to bind and hereby do bind their respective Parties.

Atlantic Wigcraft BD, Inc. (Seller) _________________, Inc. (Purchaser)

___________________________________________ _______________________________________
Signature Signature
___________________________________________ _______________________________________
Type or Print Name Type or Print Name
___________________________________________ _______________________________________
Title Title
___________________________________________ _______________________________________
Date Date
___________________________________________ _______________________________________

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APPENDIX 1
Price, Payment Schedule, Specifications and Equipment List

Total Purchase Price - 2017 USD $2,4000,000.00

(Total Final Purchase Price will be adjusted in accordance with Article 4
for any additions)

Acceptance Month and Year: August 2017

Payment Terms Date Amount
Deposit Agreement 5% $ 127,500.00
2nd Deposit 25% Within seven (7) calendar days of $ 637,500.00
Signature of this Contract
3rd Deposit 25% $ 637,500.00
Within 30 calendar days after
4th Deposit 25% Purchaser's initial deposit. $ 637,500.00

Final Deposit 20% Within 90 calendar days after $ 360,100.00
Additional Deposit Purchaser's initial deposit. TBD
Customer Changes
Within 120 calendar days after
Purchaser's initial deposit.

Within fifteen (15) calendar days
of Seller's written Notification of
Certification

Balance of Payment (if Upon Acceptance of Equipment TBD
any) and prior to the title transfer of $
the Equipment, the Purchaser
Grand Total shall remit any other payments
that would be due as agreed to by
the Parties.

Wigcraft Specifications:
1 Pre-molded Carbon Composite Partial Center Section Frame Components Pre-cut Windshield and Windows
2 Firewall Insulation Blankets
3 Complete Carbon Composite Pontoon
4 Optional, On-Land retractable taxi wheels’ systems, brakes, and tires
5 Rudder Control, Braking Systems Aileron, Elevator, Control Yoke System
6 Elevator and Aileron Electric Trim Systems, Fuel System, Fuel Probes
7 Throttle Quadrant
8 Seats, Inertial Reel Seat Belts Carbon Interior Panels Carbon Overhead Console Pressurization System
9 Environmental - Heating, Air Conditioning System Pitot Static System (heated Pitot tube)

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10 Lights, Antennas, Static Wicks
11 Necessary Frame Hardware, Tubing and Hoses
*All electrical components needed for the above systems are included with instrument panel delivery.
Guaranteed Performance Specifications:
1. Max Cruise Speed 125 mph (+/-2.0%)*
2. Stall Speed 55 mph (+/- 2%)
3. Range, 12 occupants 1000 miles (+/-2.0%)**
4. Useful Load 3,200 pounds

*at 8150 lbs., ISA conditions
**at long-range cruise, ISA conditions

Standard Certification
1. IMO, MSC/Circ.1054, Ref. T4/3.01, operation within the maritime regulatory regime.
2. Category Type A, certified for operations in ground effect

Additional Certifications, Registration and Safety:
1. Wing-in-Ground Craft Safety Certificate, IMO and USCG
2. Wing-in-Ground Record of Equipment, IMO
3. Permit to Operate WIG craft, provision of regulation I/19 of the Convention, IMO
4. International Registration with Lloyds Register (LR)

Training:
1. Type transition training for one (1) pilot-captain and one (1) pilot-first officer per wigcraft purchased is included
in the Wigcraft Purchase Price. [Note: Buyer is responsible for the costs of: (a) supplemental training (if required
by our Wigcraft Training Department); (b) required upset recovery training; (c) mentor training (if required by
Wigcraft Training Department); and (e) all training-related travel expenses.]

Interior:
1. Standard interior, carpet with 2+10 high-seatback seats

Exterior:
1. Standard paint scheme per Wigcraft’s paint specification

Standard Documentation and Wigcraft Manuals
1 Wigcraft Maintenance Manual (WMM)
2 Structural Repair Manual (SRM)
3 Wiring Diagram Manual (WDM)
4 Illustrated Parts Catalog (IPC)
5 Wigcraft ground/water/flight manual/Wigcraft Pilots Operating Hand Book (WFM/POH)
6 Illustrated Tool and Equipment Manual (ITEM) and Equipment List.

Footnotes:
(A) Subject to revision, at Wigcraft’s sole discretion, until six (6) months prior to Wigcraft delivery.
(B) This certification will be in effect within twelve (12) months of IMO type certification

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Standard equipment list line items for the BD-12GC

Item no. # Parts/Description/Nomenclature Quantity

1. Garmin GPSMAP 6012 Display Chartplotter or Garmin 900X MFD 1
2. SkyView 10" Display SV-D1000 + Garmin Synthetic Vision Software 2
3. SkyView SV-ADAHRS-200 2
4. SkyView GPS Antenna 2
5. SkyView 15" Network Cable 2
6. Garmin Marine Radio VHF 200 Com 2
7. Garmin transponder AIS™ 300 2
8. Antenna VHF + AIS RA Miller AV-14 PS/BB 2
9. Garmin GDL 30/30A weather unit or Garmin GDL69A XM Receiver 1
10. Garmin GMS 10 converter 2
11. Light PSA Model 927 1
12. AVEO power burst Green/Red/White 1
13. AVEO Red light 1
14. Tachometers 2-1/4 Inch 7000 Analog 2
15. Airspeed Indicator 40-200 Knots 2-1/4 UMA + ESI-500 Standby instrument 1
16. Delta Symbolic Wigcraft, 2 Inch, Electric 2
17. Slip indicator 2
18. Compass VERT CARD PAI-700 14V + 2
19. Hour meter 6-80VDC marine boat 2
20. Throttle Quadrant model 3 + elevator trim + yaw damper 3
21. Klixon switch guard (Red) 2
22. Klixon switch guard (Green) 2
23. Spaceage pitot VDC 4254-08 2
24. Falcon Dig. Dual Fuel gauge 2
25. Advance Fuel probe 2
26. 2 Set Point Fuel Level Probe 48" 2
27. Switch Select Mark II 1
28. Circuit ZE-700-5 (5, 10, 15, 20, 30 Amp) 10
29. Switch on-off T7-131A1 10
30. Switch on-on T7-131B1 10
31. Switch on-off-on T7-131F1 10
32. Switch on –on T7-231B1 10
33. Switch on-off-on T7-231F1 10
34. Ongaro Mini Single Drop-In Horn w/SS Grill - High Pitch 1
35. Lone star TSO’d / USB Receptacle 16
36. Trimmer servo T3-12A 2
37. Indicator RP3 LED 6
38. Switch ROS-4 4-Way 5
39. Plug RC8-7 Clevis/Pushrod Kit 10
40. Relay REL-2 10
41. Actuator WARNER ELE K2G30-12V M-BRL 04 6
42. Switchbox WARNER ELE SBC-DC2 12V 6

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10
43. Actuator WARNER ELE M1-D024-0100-A03-LN Elektrak-1 10
44. Rheostat Dimmer Custom Boat Switch 10
45. Switch MPA-103F04 20
46. Switch RAC 4-Way 20
47. Klixon 7277 Circuit Breakers 20
48. MiniSwitch MS1211 2
49. MiniSwitch MS1118 2
50. Engines: Audi V12 TDI 500hp diesel motors with Garmin Engine Monitor 1
51. Propellers: 5 Blade Composite 2
52. Center Section: Metal Construction 2
53. Outer Wings: Carbon Fiber Construction 2
54. Tail Section: Carbon Fiber Construction 1
55. Engine Cowlings: Carbon Fiber Construction 12
56. Main Cabin: Carbon Fiber and Metal Construction with windows 4
57. Seats: Level 2 (+3G), high seatbacks, 2+10, Fabric, Fire Resistant Material 4
58. Fire Extinguishers 14
59. Bilge Pumps 1
60. Life Vests 6
61. Public Address, Sound System 1
62. Escape Windows, exits 2
63. Door Entry, exit 3
64. Life Raft, Survival Craft 3
65. Heat detector 2
66. Smoke detector 2
67. Carbon dioxide detector system 2
68. Ventilation Systems 4
69. Control Locks 1
70. Drainage systems 1
71. ME 406 ELT with Nav interface + dual antenna 4
72. Maritime and Avionics Wire Harness + overhead switch panel
73. Batteries, Marine

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New BD-12GC Wigcraft Purchase Contract

APPENDIX 2

NEW WIGCRAFT WARRANTY

Two Years or 1,000 Hours of Operation, Non-Prorated

Seller warrants each new WIGCRAFT to be free from defect in material or workmanship under normal use
and service. Seller's sole obligation under this warranty is limited to replacement or repair of parts which
are determined to Seller's reasonable satisfaction to have been defective within 1000 hours of operation or
two (2) years after delivery, whichever occurs first and reimbursement of reasonable freight charges.
During the first 200 hours of use Wigcraft will reimburse the Purchaser for reasonable labor charges
associated with warranty related issues.

Spare parts installed as warranty replacement on wigcraft which are covered by this New Wigcraft
Warranty will be warranted for the balance of the original ship warranty or the spare part warranty,
whichever is most advantageous for the customer. Defective parts must be reported in writing to the
Seller's Warranty Administration within 90 days of being found defective. Replacement of parts may be
with either new or reconditioned parts, at Seller's election. Warranty adjustment is contingent upon the
Purchaser complying with the Warranty Remedies as described in the Commercial Warranty Information
brochure and the Seller's Warranty Administration disposition instructions for defective parts. Failure to
comply with all of the terms of this paragraph may, at Seller's sole option, void this warranty.

The following information is applicable to all warranty programs:

Parts, components and assemblies of all new wigcraft may have been restored or reworked due to mars,
blemishes, dents or other irregularities during the manufacturing process. Such restoration and/or rework
is permitted under Seller's approved manufacturing and engineering processes and guidelines. The
restoration and/or rework so completed does not render such items defective in material or workmanship.

THIS WARRANTY IS GIVEN AND ACCEPTED IN PLACE OF (i) ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN TORT (DELICT), INCLUDING PRODUCT LIABILITIES BASED
UPON STRICT LIABILITY, NEGLIGENCE, OR IMPLIED WARRANTY IN LAW.

This warranty is the only warranty made by Seller. The Purchaser's sole remedy for a breach of this
warranty or any defect in a part is the repair or replacement of wigcraft parts and reimbursement of
reasonable freight charges as provided herein. Seller excludes liability, whether as a result of a breach of
contract or warranty, negligence or strict product liability, for incidental or consequential damages,
including without limitation, damage to the wigcraft or other property, costs and expenses resulting from
required changes or modifications to wigcraft components and assemblies, changes in retirement lives and
overhaul periods, local customs fees and taxes, and costs or expenses for commercial losses or lost profits
due to loss of use or grounding of helicopters or otherwise.

Seller makes no warranty and disclaims all liability in contract or in tort (delict), including, without
limitation, negligence and strict tort (delictual) liability, with respect to work performed by third parties at

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Purchaser's request and with respect to engines, engine accessories, batteries, radios, avionics, and
Purchaser-furnished equipment or equipment manufactured by others and installed at Purchaser's request
including but not limited to paint, upholstery, carpeting, except Seller assigns each manufacturer's
warranty to Purchaser to the extent such manufacturer's warranty exists and is assignable.

This warranty shall not apply to any wigcraft or part thereof which has been repaired or altered outside
Seller's factory in any way so as, in Seller’s sole judgment, to affect its stability, safety or reliability, or which
has been subject to misuse, negligence or accident.

Repairs and alterations which use or incorporate parts and components other than genuine Atlantic
Wigcraft BD parts or parts approved by Wigcraft for direct acquisition from sources other than Wigcraft
itself are not warranted by Wigcraft, and this warranty shall be void to the extent that such repairs and
alterations, in Seller's sole judgment, affect the stability, safety or reliability of the wigcraft or any part
thereof, or damage genuine wigcraft or wigcraft-approved parts.

No person, corporation or organization, including Wigcraft Customer Service Facilities, is authorized by
Seller to assume for it any other liability about the sale of its wigcraft and parts, nor to make any warranties
beyond the foregoing warranty nor to change any of the terms hereof. NO STATEMENT, WHETHER
WRITTEN OR ORAL, MADE BY ANY PERSON, CORPORATION OR ORGANIZATION, INCLUDING WIGCRAFT
CUSTOMER SERVICE FACILITIES MAY BE TAKEN AS A WARRANTY NOR WILL IT BIND SELLER.

Seller makes no warranty and disclaims all liability with respect to components or parts damaged by, or
worn due to corrosion. Seller makes no warranty and disclaims all liability for consumables (wear items)
which are defined as items required for normal and routine maintenance or replaced at scheduled intervals
shorter than the warranty period. "Consumables" include but are not limited to engine and hydraulic oil, oil
filters, packings and O-rings, anti-corrosion and/or sealing compounds, brush plating material, nuts, bolts,
washers, screws, fluids, compounds, and standard aircraft and marine hardware that is readily available to
wigcraft operators from sources other than Seller.

All legal actions based upon claims or disputes pertaining to or involving this warranty including, but not
limited to, Seller's denial of any claim or portion thereof under this warranty, must be filed in the courts of
general jurisdiction of New Jersey, located in Bergen County, New Jersey.

In the event that Purchaser files such an action in either of the court systems identified above, and a final
judgment in Seller's favor is rendered by such court, then Purchaser shall indemnify Seller for all costs,
expenses and attorneys' fees incurred by Seller in defense of such claims. In the event Purchaser files, such
a legal action in a court other than those specified, and Seller successfully obtains dismissal of that action or
transfer thereof to the above described court systems, then Purchaser shall indemnify Seller for all costs,
expenses and attorneys’ fees incurred by Seller in obtaining such dismissal or transfer.

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New BD-12GC Wigcraft Purchase Contract

EXHIBIT 1

Atlantic Wigcraft BD, Inc.

Payment Policy

Considering a rapidly evolving business environment in which a multitude of payment options are available
to our domestic and international customers, for your convenience Atlantic Wigcraft BD, Inc., would like to
reiterate the acceptable forms of payment for its goods and services. To ensure that you or your customer
will receive goods or services without delay, we ask that all payments be made as set forth below. The
following payment methods are acceptable for each payment due under this Contract:

WIRE TRANSFER:

A single wire transfer from Purchaser’s bank account to Seller’s bank account. Purchaser should exercise
due care to ensure that the wire transfer accurately reflects that it is from Purchaser and refer to the
specific goods or services for which payment is being made. Any errors or unexplained references in the
wire transfer could result in delays in processing and Acceptance as defined in Article 4.

Wire payments for invoices issued from Atlantic Wigcraft, Inc. - New Jersey should be routed as shown
below. Payments on invoices issued from other Wigcraft locations should be paid to their appropriate
banking institution. Please contact the Wigcraft location with whom you are dealing if there are any
questions regarding these payments. Wire transfers for Atlantic Wigcraft should be sent to:

Bank Bank of America
Bank Address New York
ABA No 021000322
Routing No: 02009593
FOR THE ACCOUNT, OF Atlantic Wigcraft BD, Inc.
Account No. 9507154755
Swift No. BOFAUS3N

By BANK CHECK:

A single check drawn from the Purchaser’s account in United States Dollars, issued by a United States bank
or recognized international bank. Such check should be paid to the order of Atlantic Wigcraft, Inc., and
indicate that it is from Purchaser and make reference to this Contract.

IRREVOCABLE DIVISABLE LETTER OF CREDIT:

Issued within seven (7) calendar days following the date Purchaser executes this Contract, confirmed by a
United States bank and payable in United States Dollars, to be effective at least two (2) months before the
Acceptance Month specified in Article 4 and to continue effective for a minimum of one (1) month
thereafter. Said letter of credit shall be subject to the approval of Seller and interpreted under the Uniform
Customs and Practice for Documentary Credits published by the International Chamber of Commerce.
Additional restrictions or delivery terms not contained herein shall not be included in the letter of credit. All
related bank charges shall be for the account of Purchaser. Payment to Seller under the letter of credit shall

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New BD-12GC Wigcraft Purchase Contract

be made upon presentation to the bank of the following documents: a) four (4) signed copies of Seller's
commercial invoices and b) a copy of an executed Certificate of Acceptance or Certificate of Acceptance
with Waiver of Inspection and (c) in the case of shipment by ocean or air freight, a copy of an ocean/airway
bill of lading evidencing shipment via commercial carrier.
CREDIT CARD / CASH:
For purchases, other than aircraft, Wigcraft may approve payment in the form of a credit card (American
Express, MasterCard, Visa, Discover or Debit) or cash (up to US$500) for certain smaller value spares,
training or miscellaneous purchases. Credit card must be issued in your name or that of your company.

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New BD-12GC Wigcraft Purchase Contract

EXHIBIT 2

END-USE and END-USER STATEMENT

The intended End-User of this Wigcraft is: Wigcraft Identification:

Name: Model: Wigcraft BD-12GC

Address: Serial Number:

Delivery/Acceptance Date:

The intended End-Use of this wigcraft is (check all that apply):
Commercial Transport (e.g. sightseeing)
Emergency Medical Services EMS
Government/Military Transport
Law Enforcement/Homeland Security Offshore
Utility (e.g. Firefighting, US Coast Guard, Electronic News Gathering, etc.) VIP Transport
Other (please specify)

The intended country where this wigcraft will be registered: ____________________________________
The intended country or countries where this aircraft will be used:
_______________________________________________________________________________________
_______________________________________________________________________________________
_________________________________________________________________________________
The undersigned hereby certifies that the information above is true and correct as of the date shown
below, and agrees to notify Atlantic Wigcraft BD, Inc. as soon as practicable if any of the provided
information changes prior to final delivery of the wigcraft:

Name__________________________________________________________________________

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New BD-12GC Wigcraft Purchase Contract

Date___________________________________________________________________________
EXHIBIT 3

CLOSING DOCUMENTS FROM SELLER AND BUYER
SELLERS DOCUMENTS NEEDED FOR CLOSING

1. Technical Specifications Data & Serial Number
2. Signed Bill of Sale
3. Signed Warranty Bill of Sale
4. Wigcraft De-registration (if needed)
3. Release of Lien (if needed)
4. Payoff Letter & Wire Transfer Instructions For Lien (ifneeded)
5. Disbursement of Final Purchase Funds
6. Wigcraft Logbooks, Certifications, Registrations, Equipment List, Manuals

BUYERS DOCUMENTS NEEDED FOR CLOSING

1. Deposit Agreement
2. Purchase Contract
3. Contract Agreement Exhibits and Annex’s
4. Wigcraft Registration, Buyers Domestic Application
5. Wigcraft Registration, Buyers International Application (if needed)
6. Statement in Support of Registration of LLC (if purchaser isLLC)
7. Letter of Authorization To Disburse Funds (if needed)
8. Wigcraft Security Agreement (if needed)
9. Wigcraft Security Agreement for Engines (if needed)

Wigcraft Manuals

WIG craft operating manual

Route Operational Manual

Maintenance Manuals

Maintenance Servicing Schedules

Training Manual

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New BD-12GC Wigcraft Purchase Contract

EXHIBIT 4
Atlantic Wigcraft BD, Inc.
DELIVERY AND ACCEPTANCE CERTIFICATE
("Seller"), pursuant to the Contract signed on _________, __, 2017 between Seller and Purchaser
("Purchaser"), hereby delivers the Wigraft BD-12GC, Official No. 17BD12GCUS___ and Purchaser hereby
accepts delivery of said Wigcraft Vessel from Seller at a time, date and location acceptable to both Parties
hereof, without waiver of any warranties, issues of clouds on title, or other rights of Purchaser arising
under the Contract and any other documents incorporated therein.

Dated: ____________________________________________________________

Time: _____________________________________________________________

Purchaser:

By: _______________________________________________________________
(Signature)

Name: ____________________________________________________________

Title: _____________________________________________________________

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