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Aircraft Purchase Agreement

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Aircraft Purchase Agreement

1. PARTIES

Seller

Name:

Address (1):

Address (2):

City/State/Zip:

Phone/Fax:

Email:

Purchaser

Name:

Address (1):

Address (2):

City/State/Zip:

Phone/Fax:

Email:

2. AIRCRAFT

Registration:

Make/Model:

Year/Serial:

Sale includes all logbooks, documentation, maintenance records and auxiliary equipment.

3. PURCHASE PRICE

Purchaser shall pay Seller the sum of $.

4. DEPOSIT

Purchaser shall deposit $ in escrow with Escrow Agent as earnest money. Earnest money is refundable to Purchaser if Seller cannot deliver clear title or if Purchaser rejects the aircraft as a result of a pre-purchase inspection.

5. CLOSING

The parties agree to use Insured Aircraft Title Services, Inc. of Oklahoma City as Escrow Agent. Purchaser will deposit the earnest money specified below and upon removal of all contingencies, the funds necessary to close the transaction, along with a properly prepared FAA Aircraft Registration Certificate. Seller will submit a properly executed Aircraft Bill of Sale. Once all liens, clouds and encumbrances are removed from the title, Escrow Agent shall record the Bill of Sale and disburse the purchase price to the Seller. Fees for Escrow Agent services shall be split equally between Purchaser and Seller.

Any commissions for services rendered shall be paid by the party contracting for such services. Escrow Agent is directed to disburse commissions directly from Escrow to broker as provided in a validly executed brokerage agreement submitted to Escrow Agent.

6. OCCASIONAL SALE AND STATE SALES TAX

Purchaser and Seller affirm that neither is in the business of buying or selling aircraft. It is the intent of the parties that this transaction be regarded as an “occasional sale” for sales tax purposes. Notwithstanding, any sales tax due to shall be the responsibility of the Purchaser.

7. AIRCRAFT CONDITION

Purchaser has a period of ten (10) days following execution of this agreement by all parties to conduct a pre-purchase inspection at Seller's location and at Purchaser's expense. If Purchaser rejects the aircraft after the inspection, the title company is instructed to return his earnest money deposit.

Seller is selling the aircraft AS IS with no warranties expressed or implied. Buyer acknowledges that if for any reason Buyer is unsatisfied with the condition of the airplane following the pre-purchase inspection and so notifies the Seller in writing, this contract shall terminate, Buyer's deposit shall be returned immediately, and neither party shall have any claims against the other. If Buyer accepts the aircraft after the pre-purchase inspection, thereafter Buyer shall have no claim against Seller for any defects following close of escrow. Buyer acknowledges that Buyer or Buyer's representative has thoroughly inspected and examined the aircraft or had the opportunity to do so to the extent deemed necessary by Buyer in order to enable Buyer to evaluate the condition of the plane and all other aspects of the plane, Buyer acknowledges that Buyer is relying solely upon his own or his representative's inspection, examination and evaluation of the aircraft. As a material part of the consideration for this contract and the purchase, Buyer hereby agrees to the terms contained in this AS IS paragraph and to accept the airplane on the closing date in its AS IS/WHEREAS condition with all faults and without representations of any kind.

8. ENCUMBRANCES

Seller agrees that at the time of closing, all encumbrances against the aircraft title will be released, and all vendors who have performed work on the aircraft or its engine(s) will be paid in full. Seller warrants that there are no unpaid assessments for property taxes, sales taxes, hangar rent, or any other fees or duties or encumbrances existing or pending that could become a lien against the aircraft.

Seller has the right to sell the aircraft, and there are no pending actions against the Seller or the aircraft which could impede Seller from delivering clear title.

9. DEFAULT/ENFORCEMENT

If either party defaults on this agreement, the other party may enforce specific performance.

In an action hereunder, the prevailing party shall be entitled to reimbursement of costs of enforcing the agreement.

10. INVALIDITY OF SPECIFIC CONTRACT PROVISIONS

If a court decides that any part of this agreement is invalid, the remaining provisions shall continue in full force and effect.

11. GOVERNING LAW

This contract shall be governed by the laws of the State of Nevada.

11. MODIFICATIONS

Any modifications to this agreement must be in writing and signed by Seller and Purchaser.

12. WAIVER OF PROVISIONS

Either party shall have the option to waive one or more of the provisions of the contract without such action being construed as a complete waiver of the remaining provisions.

13. SIGNATURES

Accepted this day of , .

Seller:

Title:

Purchaser:

Title:

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What an Aircraft Purchase Agreement Covers

An Aircraft Purchase Agreement is a written contract that documents the sale and transfer of an aircraft between buyer and seller. It sets the purchase price, deposit and escrow terms, inspection period, representations and warranties about airworthiness and logbooks, allocation of taxes and fees, title and lien search requirements, closing deliverables (bill of sale, endorsement, registration forms), and post-closing obligations. The agreement coordinates federal registration and any lender requirements, and it provides the primary legal record used for FAA registration, financing, insurance, and tax reporting.

Why a Formal Purchase Agreement Matters

A written Aircraft Purchase Agreement reduces ambiguity by documenting price, inspections, title status, and who bears risk during closing. It protects both parties, clarifies financing and insurance responsibilities, and creates enforceable remedies if representations prove false.

Why a Formal Purchase Agreement Matters

Typical parties and intermediaries involved

Common users and stakeholders who prepare, review, or sign an Aircraft Purchase Agreement.

  • Buyer or buyer's counsel verifying purchase price, inspection windows, and registration responsibilities.
  • Seller or seller's representative confirming logbook entries, maintenance history, and clear title prior to closing.
  • Aircraft broker, escrow agent, or lender coordinating deposit handling, lien search, and funding for closing.

Each party should understand their obligations before signing and confirm authority to bind the entity or individual.

Representative signer roles and authority

Buyer Representative

An authorized officer, director, or individual with express authority to sign for the buyer; must be able to bind the purchaser and confirm financing commitments, insurance procurement, and acceptance terms in writing.

Seller Representative

A seller, broker, or corporate officer authorized to transfer title; should warrant that they hold good title, disclose encumbrances, and deliver any required endorsements, bills of sale, and maintenance logs at closing.

Core clauses every Aircraft Purchase Agreement should include

A professional agreement addresses price mechanics, condition and inspection rights, title and lien protections, closing procedures, and post-closing responsibilities in clear, enforceable language.

Purchase Price

Specify total price, payment mechanics, escrow instructions, and any holdbacks or price adjustments tied to inspection or discovery of defects.

Deposit and Escrow

Describe deposit amount, escrow agent details, conditions for release, and refund triggers if contingencies are not satisfied.

Inspections and Acceptance

Define inspection window, acceptable mechanics or facilities, corrective action thresholds, and buyer remedies for unsatisfactory findings.

Title and Liens

Require a certified lien search, seller representations of clear title, and procedures to clear encumbrances before or at closing.

Representations & Warranties

List seller and buyer promises about ownership, airworthiness, maintenance records, and authority; include survival periods for claims.

Closing Deliverables

Enumerate documents to be exchanged at closing: executed bill of sale, assignment, registration forms, release of liens, and proof of insurance.

Step-by-step: completing and closing the sale

Follow a consistent sequence from offer through post-closing to reduce risk and coordinate FAA registration and lien recording.

  • 01
    Prepare Documents: Assemble agreement, logbooks, title history, and seller disclosures.
  • 02
    Negotiate Terms: Agree price, inspection window, escrow agent, and closing date.
  • 03
    Escrow & Inspection: Deposit funds and complete mechanical and records inspections within the agreed period.
  • 04
    Closing: Exchange funds for executed bill of sale, endorsements, and registration paperwork.

Typical online signing workflow settings

When sending an Aircraft Purchase Agreement for electronic signature, configure fields, signer order, and authentication to match legal and lender requirements.

Field Configuration
Signature Fields Assign signature, date, and initials to each signer in order.
Authentication Use email plus SMS or ID verification for stronger signer attribution.
Attachments Attach maintenance logs, title status, and escrow instructions as PDF exhibits.
Notifications Enable automatic reminders and completion certificates to all parties.

Where signed documents are sent and stored

Signed agreements should be routed to parties, escrow agents, lenders, and preserved in a secure repository for regulatory and financing needs.

  • To the Buyer: Final signed copy and closing statement for the buyer's records.
  • To the Seller: Executed bill of sale and receipt for purchase proceeds.
  • To the Escrow Agent: Instructions and funds release confirmation for closing.
  • To the Lender/Insurer: Loan documents, UCC or security interest evidence, and insurance binders.

Digital signing and eSubmission considerations

Confirm the eSignature platform supports required authentication, attachment types, and audit trails before sending the agreement.

  • Integrations: Salesforce, NetSuite, Google Workspace supported for workflow automation.
  • File Formats: PDF, DOCX, HTML, and Excel are supported document types.
  • Audit Trail: Time-stamped IP logs and signer attribution retained automatically.

Security and compliance elements to verify

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II and ISO 27001 available
eSignature Law: Compliant with ESIGN and UETA
HIPAA/BAA: HIPAA support available with BAA
21 CFR Part 11: Controls for FDA-regulated records
Accessibility: WCAG 2.0 Level AA compliance

Comparison: eSignature vendor pricing and basic features

Cost and core capability vary across providers; signNow is listed first for comparison and includes multiple pricing options including per-user tiers and a site-license model.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no card Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key transaction milestones from offer to post-closing

Track milestones with dates for offer acceptance, inspections, closing, and post-closing filings to ensure timely performance and registration.

01

Offer Accepted

Buyer and seller sign LOI or purchase agreement and set inspection window

02

Inspection Period

Buyer completes mechanical and records inspections per agreed timeframe

03

Closing

Funds exchanged, bill of sale executed, and registration forms endorsed

04

Post-Closing Filings

Submit registration and lender documentation; archive executed materials

Typical timeframes to plan for during closing

Common deadlines cover inspection windows, deposit release, FAA registration timing, and tax reporting responsibilities; adapt these to the negotiated schedule.

Inspection Window:

Commonly 7–14 days but negotiable in the agreement

Deposit Release:

Release tied to completion of contingencies or closing

FAA Registration:

Submit executed documentation promptly to update federal aircraft records

Title/Lien Search:

Order early to allow time to clear encumbrances

Tax Reporting:

Consult tax advisor about reporting and potential sales tax

Consequences of errors or missing steps

Unrecorded Liens: Buyer risks lien claims
Incorrect Names: Registration rejected or delayed
Missing Signatures: Transfer may be voidable
Late Filings: Possible tax or regulatory penalties
Fraudulent Representations: Exposure to legal claims and damages
Contract Ambiguities: Costly disputes and litigation

Common mistakes to avoid when preparing the agreement

  • Using informal or ambiguous descriptions of the aircraft (omitting serial or N-number) that lead to record mismatches and transfer delays.
  • Failing to obtain a current lien search and clear encumbrances before closing, which can result in the buyer assuming unexpected debts.
  • Skipping a thorough logbook and maintenance review during the inspection period and later discovering unrecorded damage or deferred maintenance.
  • Neglecting to confirm signer authority for corporate sellers or buyers, increasing the risk of contested transfers and rescission claims.

Practical tips for accurate, efficient completion

Adopt consistent naming, attach supporting exhibits, and use escrow and inspection clauses to reduce disputes and ensure a smooth closing.

Use legal entity names
Enter corporate or individual names exactly as on formation documents or identification to avoid registration and title mismatches; include signer's capacity.
Attach maintenance records
Include logbook excerpts, inspection reports, and AD compliance as exhibits so buyers and lenders can confirm airworthiness and service history.
Specify escrow instructions
Provide detailed escrow agent name, account instructions, release conditions, and tie escrow actions to contract contingencies to prevent funds disputes.
Order lien searches early
Obtain FAA and UCC searches in advance and require seller remediation of encumbrances before closing to protect buyer and lender interests.

Example transaction scenarios

Two illustrative scenarios highlight common provisions and the operational steps buyers and sellers follow to complete a transfer.

Individual Owner Sale

Buyer orders a 10-day inspection period and escrow deposit

  • Seller provides complete logbooks and maintenance records
  • At closing buyer pays balance into escrow, seller delivers executed bill of sale and registration endorsement, and buyer files FAA registration.

Financed Purchase

Lender conditions funding on clear title and insurance binder

  • Buyer arranges aircraft financing and lender review
  • Closing includes lien notation, escrow disbursement to seller, and lender secures recorded security interest.

Frequently asked questions about Aircraft Purchase Agreements

Answers to common questions on signing, notarization, filing, and risk allocation when buying or selling an aircraft.


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