20’ Sports Helicopter Purchase Agreement

CoaX Helicopters Limited 20’ Sports Helicopter Purchase Agreement



Deposit Agreement:
The Purchaser is making a deposit with CoaX Helicopters for the purchase of a CoaX Sports Helicopter according to the following terms and conditions (hereafter called the Deposit Agreement).

Offering Description:
The Deposit Agreement is subject to the following terms:
Aircraft delivery positions are offered on a “First come first served” basis.
Aircraft: 20’ Manned Coaxial Rotor Recreational Helicopter
Estimated Price: $US150,000 – $US250,000
Deposit Amount: $US 5000.
Refundable: Yes less a $US 300 administration fee.
Transferable: No

The agreement between the Purchaser (Referred to hereafter as ‘The Purchaser’) and CoaX Helicopters Ltd. is as follows:

1. DEPOSIT
The Purchaser agrees to pay deposit amount as agreed for the delivery from CoaX Helicopters Ltd of one 20’ CoaX Sports Helicopter.

2. POSITION LIST
2.1 Once a signed deposit agreement and deposit have been received by CoaX Helicopters Ltd, The Purchaser will be assigned a delivery position on the delivery list. Delivery positions are offered on a “First come first served” basis and are subject to prior commitment and availability, as determined by CoaX Helicopters Ltd. Production aircraft produced by CoaX for marketing campaigns, factory or dealer demonstrations, flight testing, or other CoaX-related activities do not constitute part of the position list.
2.2 The scheduled date of delivery for the aircraft shall be solely determined by CoaX Helicopters Ltd. CoaX Helicopters Ltd will provide deposit holders with periodic updates on the estimated delivery schedule.

3. PURCHASE AGREEMENT
3.1 No later than six months prior to the expected delivery date, CoaX Helicopters Ltd will inform The Purchaser of the initiation of production of the aircraft – Production Notice. CoaX Helicopters Ltd will then supply The Purchaser with an Aircraft Purchase Agreement detailing the steps required to complete purchase of the aircraft. Within 21 days of the date of the Production Notice, The Purchaser will select any optional equipment or services for the aircraft and return the signed agreement to CoaX Helicopters Ltd.
3.2 Aircraft will be delivered at CoaX Helicopters Ltd delivery site as outline in the Production Notice.

4. SPECIFICATIONS
4.1 The initial Standard Aircraft Specification is shown in Appendix A. CoaX Helicopters will, as part of the Aircraft Purchase Agreement, inform The Purchaser of the detailed specifications for the Aircraft, which will include final dimensions, standard equipment, performance specifications, documentation, options, etc. Any specifications referred to in Appendix A, our website, or otherwise in any materials or information provided by CoaX (other than the Aircraft Purchase Agreement) are preliminary only and may be changed at any time.
4.2 The Purchaser expressly acknowledges that The Purchaser has not relied on any oral or written representations except as specifically stated in the Agreement and that CoaX has made no representations as to the suitability of the Aircraft for any particular purpose of The Purchaser. The Purchaser acknowledges that the Aircraft is a general aviation Experimental Class sports helicopter and is not suited for commercial transport or extreme manoeuvres.

5. PRICE AND PAYMENT SCHEDULE
5.1 The Estimated Price herein is subject to change at CoaX Helicopter’s sole discretion. The final purchase price (”Final Purchase Price”) will be the CoaX list market price applicable to the estimated Delivery Date, including the current CoaX Sports Helicopter list price of any selected optional equipment or services, and will be listed in the Aircraft Purchase Agreement.
5.2 Progress payments for the remainder of the Final Purchase Price less the Deposit Amount will be set forth in the Aircraft Purchase Agreement with the final payment due no later than the Aircraft Delivery Date. Payments are subject to verification by CoaX. Taxes will be the responsibility of the purchaser dependent upon the taxation regulations of the country of operation.
5.3 Once CoaX has received a signed copy of the Aircraft Purchase Agreement, the Deposit will then be regarded as a progress payment subject to the terms of the Aircraft Purchase Agreement which will supersede this Deposit Agreement.
5.4 The Deposit shall be held in an Australian bank trust account. CoaX is responsible for the costs of the holding account and is entitled to any interest earned on deposited funds. The Purchaser agrees to provide information that may be requested by the Bank operating the trust account so as to fully comply with the laws and regulations of the Commonwealth of Australia. Should The Purchaser cancel the Deposit in accordance with the Deposit Agreement, CoaX will direct the release and return the Deposit (less cancellation or other fees if applicable) to The Purchaser. When The Purchaser executes an Aircraft Purchase Agreement, CoaX will direct the release of the Deposit to CoaX to be applied toward the Purchase Price as provided in the Aircraft Purchase Agreement. Should The Purchaser fail to timely cancel or execute an Aircraft Purchase Agreement, the Deposit is forfeited and CoaX will direct the release and return of the Deposit to CoaX.
5.5 Prices are quoted in US dollars, however the deposit will be held in Australian dollars. Any termination payments will be made for the Australian dollar amount previously deposited into the trust account.

6 TERMINATION
6.1 The Purchaser may cancel this Deposit Agreement by providing written notice to CoaX Helicopters no later than twenty-one calendar days after the date of the Production Notice. In the event The Purchaser cancels this Deposit Agreement within the stipulated time frame, The Purchaser’s Deposit will be refundable less a $300.00 administration fee. CoaX Helicopters will refund the Deposit to The Purchaser within forty-five days after receipt of a timely cancellation notice.
6.2 CoaX may terminate this Deposit Agreement upon written notice to The Purchaser, if any of the following apply:
a. Unless the Deposit Agreement has been earlier canceled, The Purchaser fails to enter into an Aircraft Purchase Agreement within twenty-one (21) days after the date of the Production Notice; or
b. The Purchaser fails to make any required payments in a timely manner or otherwise fails to comply with this Deposit Agreement; or
c. A proceeding under any law of bankruptcy, insolvency or reorganization or relief of debtors is instituted by or against The Purchaser.
6.3 CoaX will use this Deposit Agreement as an important measure of demand for the Aircraft and will commit to development and production costs accordingly. If this Deposit Agreement is terminated pursuant to Section 6.2, CoaX will be damaged in a manner that will be difficult to calculate. For these reasons, if CoaX terminates this Deposit Agreement under Section 6.2, CoaX may cancel The Purchaser’s delivery position and retain all Deposits and any other pre-delivery payments made by The Purchaser as liquidated damages. If The Purchaser is unable to enter into an Aircraft Purchase Agreement for reasons that are beyond The Purchaser’s control, then CoaX, in its sole discretion, may refund all or a portion of any pre-delivery payments that have been received by CoaX. The Purchaser acknowledges that the foregoing liquidated damages provision is an important consideration to CoaX’s willingness to enter into this Deposit Agreement and is not a penalty.
6.4 CoaX may terminate this Deposit Agreement upon written notice to The Purchaser, if CoaX, in its sole discretion, determines that either;
a. The Purchaser’s demonstrated behavior is inconsistent with a safe pilot’s code of conduct, including acting professionally, respectfully, courteously, and with sound judgment; or
b. The Purchaser’s demonstrated behavior within the CoaX deposit-holder community is rude, abusive, or otherwise adversely impacting others in the community, including CoaX staff. Following such termination, CoaX will refund the Deposit to The Purchaser within forty-five days.
6.5 No interest shall accrue, or be paid, to The Purchaser on the refund of Deposits or other pre-delivery payments.

7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM LIABILITY CoaX SHALL PAY TO THE PURCHASER FOR ANY BREACH OF THIS DEPOSIT AGREEMENT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS DEPOSIT AGREEMENT SHALL BE A FULL REFUND OF THE DEPOSIT MADE BY THE PURCHASER. IN NO EVENT SHALL CoaX BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS DEPOSIT AGREEMENT.

8. ATTORNEYS’ FEES
Should any litigation be commenced (including any proceedings in a bankruptcy court) between CoaX and The Purchaser in connection with this Deposit Agreement, the prevailing party in such proceeding, as determined by the court, will be entitled to reimbursement of its reasonable attorneys’ fees, expenses, and court costs incurred in the litigation.

9. GOVERNING LAW AND VENUE
9.1 This Deposit Agreement shall be governed by the laws of the State of New South Wales.
9.2 The Parties agree that the state courts located in New South Wales, Australia have exclusive jurisdiction and venue under this Deposit Agreement, and CoaX and The Purchaser consent to, and hereby waive, any and all objections that they may have as to jurisdiction and/or venue in any of the above courts, including any claim that any action or proceeding has been brought in an inconvenient forum.

10. SEVERABILITY
In the event that any part of this Deposit Agreement is declared by any court or other jurisdictional or administrative body to be null, void, or unenforceable, such provision shall be severed to the extent unenforceable under the applicable law, and all of the other provisions of the Deposit Agreement shall remain in full force and effect.

11. TRANSFERABILITY
The Purchaser shall not Transfer (as defined below) the Deposit Agreement or any rights therein (including, without limitation, the Deposit Amount or the Delivery Position) without the prior written consent of CoaX Helicopters, which consent may be withheld at CoaX’s sole discretion. “Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntary, involuntary or by operation of law, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors. Any purported or attempted Transfer without CoaX Helicopter’s prior written consent shall be null and void. The Purchaser shall indemnify and hold harmless CoaX Helicopers for all costs and expenses incurred (including, without limitation, reasonable attorney’s fees and costs) related to or arising from any purported or attempted Transfer without CoaX Helicopter’s prior written consent.

12. MODIFICATIONS
This Deposit Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions may be waived, only by a written instrument executed by CoaX, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition or breach shall not be deemed to be a further continuing waiver of any such condition or breach, or of the breach of any other provision of this Deposit Agreement. This Deposit Agreement shall be binding upon and inure to the benefit of the Parties’ successors, executors, heirs and permitted assignees.

13. NOTICES
13.1 Any notice to be given under this Deposit Agreement may be sent by email or by pre-paid overnight delivery to The Purchaser’s address given with this Order or to the address below for CoaX. Each notice or demand shall be deemed to have been given or made when actually received or twenty-four hours after being sent, whichever occurs first.
13.2 The Purchaser acknowledges that “documents” associated with this Deposit Agreement may be digital and that such “documents” are agreed to be equivalent to “paper” documents. Communications to/from the email address specified by The Purchaser shall constitute delivery of the equivalent of “signed” documents.

14. WARRANTIES
THE PURCHASER AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THE AIRCRAFT PURCHASE AGREEMENT, CoaX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL OTHER OBLIGATIONS OR LIABILITIES OF CoaX, WHETHER UNDER A THEORY OF NEGLIGENCE OR STRICT LIABILITY, CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SALE, USE OR OPERATION OF THE AIRCRAFT, OR OTHERWISE, ARE EXCLUDED BY CoaX AND HEREBY EXPRESSLY WAIVED BY THE PURCHASER.

15. BINDING
This Deposit Agreement shall become binding upon CoaX’s acceptance by return email to The Purchaser confirming the receipt of said Deposit Agreement and receipt by CoaX of complete payment of the Deposit. The Purchaser acknowledges and agrees that it has read, understood and agrees to the provisions hereof. Prior to acceptance, this offering is subject to change at CoaX’s sole discretion at any time. There are no assurances by CoaX that the terms and conditions of this Deposit Agreement, including the Estimated Price, Final Purchase Price or Deposit amount, are or will be the same for all purchasers. This Deposit Agreement constitutes the entire agreement among the parties and supersedes all prior written or oral understandings concerning its subject matter.