Consignment Terms & Conditions - Assent Aeronautics

AUCTION ENTRY RULES

General Terms and Conditions:

1. Definitions: For purposes of these Auction Entry Rules the following terms are defined as a matter of convenience:

a. “Assent” means Assent Aeronautics, LLC and its affiliates, successors, agents/employees, assigns, shareholders, directors and officers.

b. “Lot” means any item identified and made available for sale at an auction event hosted by Assent in whole or in part.

c. “Bidder” means a person or entity bidding upon any Lot at any auction event Assent hosts in whole or in part.

d. “Owner”, “Consignor” or “Seller” means a person or entity consigning a Lot for auction.

e. “Buyer” means any Bidder who successfully bids the highest price, or successfully negotiates the highest price for any Lot.

2. Confirmation Upon Payment: The consignment application, auction position and lot number will not be confirmed until entry fee is paid. Unpaid entries will be eligible for cancellation without notice at the discretion of Assent Aeronautics, LLC (“Assent”).

3. Auction Position and Placement Changes: Choice of sale position and lot number is based on a first come, first serve basis as entries are reserved. Assent reserves the right to alter the placement of Aircraft at Assent’s discretion. Auction run times are estimates only and are not guaranteed.

4. Customer Marketing: Assent will serve the needs of all customers to the best of its ability. Customers who do not announce and market the Aircraft they are entering into the sale will not be eligible for those positions deemed “Prime Positions” in the sale.

5. Prime Positions: Customers with “Prime Position” numbers are not eligible to change Aircraft once the Aircraft is declared. If the announced Aircraft is not brought to the auction, you are subject to the loss of the “Prime Position” in the sale and forfeit the entry and reserve fees paid to Assent.

6. Change in Aircraft: Once an Aircraft is announced and the paperwork is submitted, there will be a $1,000 service fee if you change Aircraft (if you have a changeable position).

7. Aircraft Encumbrances: Aircraft with liens must be per-approved by the auction office and must in all cases be accompanied by a letter from the lien holder stating the lien release conditions and payoff amount. A $500 lien-processing fee will be assessed on a per lien bases. All liens must be fully disclosed.

8. Property Release: Assent is not responsible for lost, stolen or damaged properties, including aircraft records.

9. Sale Before Auction: In the event the Owner, or a third-party agent for the Owner, sells a consigned Aircraft prior to the date of the auction, outside of the Assent auction process, Assent shall be entitled to a commission equal to the greater of either: (a) One Percent (1%) of the final sale price, or (b) Ten-Thousand U.S. Dollars ($10,000.00) payable immediately at closing through escrow distribution. In the event Assent facilitates the sale of the Aircraft prior to the date of the auction, either through or outside the Assent auction process, Assent shall be entitled to a commission equal to Three Point Eight-Five Percent (3.85%) of the gross sales price.

10. Sale Period and Vectors to Final™: Assent will supply an area for Aircraft that do not reach agreeable selling prices so as to endeavor to secure a proper Buyer for the Seller/consignor during the Auction through the “Vectors to Final™” negotiations process, and for Thirty (30) days after the termination of the Auction.

11. Sale Period: Upon the arrival of the aircraft to the auction venue, Assent is entitled to its Seller Commission on any Aircraft sold, or contracted to sell, within Thirty (30) days after the date of the Auction, including but not limited to the Assent “Vectors to Final Negotiations ™” process.

12. Transaction Default: Should either the Buyer or Seller default on any part of the transaction, Assent shall remain entitled to any and all fees and commissions from the defaulting party.

13. Legal Expense: Assent shall be entitled to recover the total amount of attorneys’ fees incurred in the enforcement of this contract.

14. Aircraft Arrival and Failure to Present: The Aircraft shall arrive at the auction site three (3) days prior to the auction date, or upon the assigned day as issued by Assent in its sole discretion which shall be no more than three (3) days prior to auction, with all of the aircraft logs, records, and other such aircraft documentation in the possession of the Seller, and shall be checked-in by Assent in writing. Unless both: the Aircraft has sold, and Assent has been paid in accordance with paragraph nine (9) above, failure of the declared consigned Aircraft to be present for the contracted auction will result in financial relief to Assent in the amount of thirty (30%) percent of the stated reserve price, or fair market value (if no reserve) as liquidated damages. Such liquidated damages are due, owed and payable to Assent within twenty-four (24) hours of the end of the Auction event.

15. Position and Lot Numbers: Positions/lot numbers are the property of Assent and CANNOT be reassigned by a Seller.

16. Reserve Bidding: The auctioneer has the right to place a bid for consignor up to the reserve amount. Under no circumstances will the auctioneer place a bid on behalf of the consignor above the reserve amount.

17. Aircraft Removal: Aircraft must be removed from the auction site within forty-eight (48) hours of the auction end and (if applicable) the completion of the paperwork and transfer of funds effecting the sale. The Aircraft is the responsibility of the owner, and if not removed, may be removed and stored at owner’s expense.

18. Choice of Law and Venue. To the fullest extent permitted by law and notwithstanding any other provision contained herein, Consignor/Purchaser agrees that the maximum extent of liability of Assent shall be equal to the commission actually earned on the sale of the Aircraft or Lot that is the subject of the dispute. This agreement shall be governed by, and construed in accordance with, laws of the State of Texas without giving effect of any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Texas. The Seller/consignor irrevocably submits to the jurisdiction of the State of Texas, Tarrant County, over any dispute arising out of, or relating in any way, to this agreement or to the transaction(s) to which it relates. The Seller/consignor irrevocably agrees that all claims shall be heard and determined in such court. The Seller/consignor irrevocably waives, to the fullest extent permitted by law, any objection or defense which he, she or it may now have, or come to have, regarding the inconvenience of this forum.

19. Sequential Liability: Assent pays the Seller on a strict sequential liability basis, when payment is received and confirmed from the Buyer. The parties expressly agree Assent shall have no liability resulting from the failure of a Buyer to fund the transaction. In the event of a Wire Transfer, payment may not arrive until the first business day after the auction. Seller checks are then mailed within five (5) to seven (7) business days. Assent will not physically release the Aircraft to the Buyer until payment is received.

20. Modification of Auction Entry Rules: The Seller and Assent agree that the Auction Entry Rules may be updated from time to time by Assent with, or without, notice, and any such update shall not impact the enforceability or applicability of the Auction Rules.

21. No Recordings: Audio and Video recordings of the live auction ARE STRICTLY PROHIBITED. Any party engaging in the recording of the auction will have its credential revoked and may be banned from attending any future auction.

22. Aircraft Fuel and Ramp Fees: The Owners shall provide payment information for fuel and ramp fees, if any, to the auction venue upon aircraft arrival, and the aircraft shall be fully fueled to the point of top-off, defined as the maximum legal and safe amount of fuel for a max capacity takeoff from the airport hosting the auction, at least twenty-four (24) hours prior to the aircraft crossing the auction block. The Aircraft must be fueled by the Seller prior to the auction, and the fuel must be paid for regardless of it the Aircraft sells at auction or not. In the event payment is not made for the fuel prior to closing, any and all fuel expenses may be deducted from any funds payable to the Seller.

23. Seller Commission and Escrow Authorization: Please refer to the Consignment Application Form for a specific auction event for the corresponding Seller commission details for each auction. Assent is authorized to collect any and all specified fees and commissions due and payable to Assent directly from the aircraft title company at closing whereby any amount outstanding in fees and expenses will be added to the gross purchase price of the aircraft and paid to Assent at closing. The Purchaser authorizes, and Assent may so instruct, any escrow or closing agent authorized to close a transaction for the acquisition of an aircraft contemplated by this agreement to collect and disburse to Assent all amounts payable to Assent.

24. Misrepresentation: Fraud or Misrepresentation by the Seller can supersede “as-is” in a court of law. A Seller may remain liable for issues with an Aircraft because of, or through, misrepresentation or fraud.

25. Required Disclosure: All Sellers are required to disclose: (i) all known airworthiness discrepancies (if any), and (ii) any known actual or probable damage history (if any), pertaining to the Aircraft consigned in the auction at the time of check-in. Failure to disclose such discrepancies may result in suspension of the Aircraft from the auction, and forfeiture of all fees, both entry and reserve, and will result in financial relief to Assent in the amount of thirty (30%) percent of the stated reserve price or fair market value (if no reserve).

26. Aircraft Insurance: Seller, at its sole cost and expense, shall maintain in effect its existing all-risk aircraft hull and engine insurance and aircraft liability insurance covering public liability, property damage and passenger legal liability through the Closing Date and shall provide a copy of the certificate of insurance referencing the same to Assent. Thereafter, Seller may forthwith cancel any insurance policies covering the Aircraft.

27. Title and Risk of Loss Transfer: Seller agrees that title to the Aircraft and risk of loss shall pass with the fall of the gavel and the announcement of “Sold” and that Seller shall comply with the following post Auction actions to document the transfer of title:

28. Seller’s Post Auction Obligations: Seller shall, within two (2) business days of the termination of the Auction, complete the following tasks:

i. Deliver the Aircraft to Buyer in the following condition:

“As-Is, Where-Is” with no warranties except warranty of title.

ii. Assignments of Warranties and Support Programs. At Closing, Seller shall arrange for the transfer and assignment of any service and maintenance contracts and plans with respect to the Aircraft, its engines, and the APU, to Buyer, at Buyer’s sole cost as expressly requested by Buyer. Seller shall also assign (to the extent assignable) all of its rights with respect to any other repair or maintenance agreements or programs relating to the Aircraft, at Buyer’s sole cost.

iii. Pre-Purchase Inspection Pending: If PPI Pending is selected by Seller on the Consignment Application, then: (i)Buyer, at Buyer’s expense, shall within thirty (30) days, conduct the Post-Purchase Inspection in accordance with the work scope provided by the Seller and attached to this document as Appendix A; (ii) The Seller sign the Seller Escrow Hold-Back Authorization (form Exhibit A) denoting the Seller Holdback of the Purchase Price as security for Seller’s correction of Post-Purchase Inspection airworthiness discrepancies Such hold-back amount shall be Seller’s maximum expense for correction of such airworthiness discrepancies and all correction amounts above the hold-back amount shall be paid by Buyer; (iii) In the event that the airworthiness discrepancies cost less to repair than the amount of the Seller Holdback, or the Post Purchase Inspection and repairs are not completed within thirty (30) days of the hammer date of the auction, the balance of the Seller Holdback Amount shall be released to the Seller.

iv. Required Documentation: Deliver the following transfer documents to Aero-Space Reports (escrow agent): (i) FAA Bill of Sale (form of Exhibit B); (ii) Warranty Bill of Sale (form of Exhibit C); and (iii) Lien Releases (if applicable).

v. Seller Taxes. Seller shall be responsible for and shall indemnify and hold Buyer harmless against, and has or will pay when due, any and all Taxes, pertaining to periods prior to Closing caused by and arising from Seller’s ownership, activities, storage, use and operation of the Aircraft

vi. Cape Town Registration. The parties acknowledge that the transaction that is the subject of this Agreement is subject to the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (collectively, the “Cape Town Convention”). Buyer and Seller shall each take any and all actions necessary, at each party’s own cost, to establish an account on the International Registry as a Transaction User Entity, appoint an Approved Administrator User, and designate Escrow Agent as its Professional User Entity with respect to the transaction contemplated by this Agreement to comply with the Cape Town Convention. At Closing, Seller will consent to the registration described herein in accordance with the Cape Town Convention.

vii. Contingent Third-Party Beneficiary: Seller acknowledges that, upon a successful bid on the Aircraft at the Auction, the Bidder/Buyer of such Aircraft shall be regarded a third-party beneficiary of the contractual provisions of the Application for Consignment and these Auction Entry Rules.

viii. Seller’s Representations and Warranties. Seller represents and warrants as follows:

(a) Organization and Standing. Seller is duly organized, validly existing and in good standing under the laws of the United States and its state of formation.

(b) Power and Authority. Seller is the owner of the Aircraft and has all requisite power and authority to execute and to deliver this Agreement, any title documents and all documents related to any of them, and to carry out the transactions contemplated by this Agreement.

(c) Due Authorization; Binding Obligation. This Agreement has been duly authorized by Seller. This Agreement is valid, binding and enforceable against Seller in accordance with their respective terms.

(d) No Conflict. The execution of this Agreement and the consummation of the related transactions will not result in a breach of the terms and conditions of, nor constitute a default, nor, to the best of Seller’s knowledge, violate any agreements, covenants, obligations, licenses or other instruments to which Seller is a party or by which Seller or any of its assets may be bound or affected, or any law, regulation or court order applicable to Seller, including, without limitation, any applicable regulations governing the sale of the Aircraft.

(e) No Outstanding Taxes and Charges. Seller warrants that all taxes, duties, license fees, penalties, charges, invoices and statements, if any, with respect to the Aircraft incurred on or before the Closing Date, have been paid or that Seller shall be solely responsible for the payment thereof, except as otherwise specifically provided in this Agreement.

(f) Title to the Aircraft. Title to the Aircraft shall pass and be conveyed to Buyer upon Closing, free and clear of all mortgages, claims, charges, pledges, liens, encumbrances, transfer restrictions, leases, any other security interests of record, any assessments, notices or demands for taxes and imposts, and any air navigation, overflight and landing charges, including Eurocontrol charges.

(g) No Litigation. No litigation or other proceeding before any court, administrative agency or governmental body is pending or, to the best of Seller’s knowledge, threatened against Seller, affecting, prejudicing or relating to Seller’s sale of the Aircraft.

29. Broker’s Commissions. Seller represents that it has not used or retained the services of any brokers or agents in connection with these transactions, which will become the obligation of the other party, and agrees to indemnify and defend both Assent from any and all claims made by brokers or agents made in connection with Assent auctioning the aircraft presented by the Seller.

30. Amendments. The provisions of this Agreement may not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by an authorized signatory of each party hereto.

31. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, but this Agreement may not be assigned in whole or in part by either party without the prior written consent of other.

32. Agreement Negotiated. The parties are sophisticated and have been represented or had the opportunity to be represented in connection with the negotiation and performance of this Agreement. Consequently, the parties do not believe that any presumptions relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and, therefore, waive their effects.

33. Headings and References. The division of this Agreement into Sections, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

34. Counterparts. This Agreement may be fully executed in any number of separate counterparts by each of the parties hereto, all such counterparts together constituting but one and the same instrument and may be exchanged by telecopy transmission, provided executed originals are forwarded by mail or courier to the respective parties.

35. Cooperation. Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions which may be or become necessary or expedient to effectuate and carry out the Transactions.

36. Entire Agreement. Assent and Seller agree that the terms and conditions of this Agreement, including the Consignment Application, and all exhibits, appendixes, and attachments hereto, constitute the entire agreement between the parties.

37. Auction Entry Rules. Seller ratifies and affirms that the terms of this Agreement are also governed by the Assent Platinum Aviation Auction Rules and such Auction Rules are hereby incorporated by reference into this Agreement.

38. Limitation of Liability. IN NO EVENT SHALL ASSENT’S TOTAL, CUMULATIVE, AGGREGATE LIABILITY TO SELLER, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) THE NET AMOUNT OF INSURANCE PROCEEDS TO WHICH THE SELLER IS ENTITLED, IF ANY, AND (B) FEES (NET OF EXPENSE(S) REIMBURSEMENTS) ACTUALLY PAID BY SELLER TO ASSENT FOR THE AUCTION SERVICES GIVING RISE TO ANY CLAIM. THE SELLER HEREBY WAIVES ALL RIGHTS OF RECOVERY AGAINST ASSENT, AND ASSENT ADDITIONAL INSUREDS, FOR ANY LOSS ASSOCIATED WITH THE SALE, FAILURE TO SELL, OPERATION OF, OR DAMAGE TO, THE AIRCRAFT. IN NO EVENT SHALL ASSENT BE LIABLE FOR ANY INDIRECT, BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, OR DEPRECIATION OR DIMINUTION IN VALUE OF THE AIRCRAFT, EVEN IF ASSENT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

39. Import/Export. In the event that the Aircraft being sold at auction is not a United States registered aircraft with an “N” registration number, the Seller and Buyer Agree to enter into an “Addendum to Consignment Agreement” outlining the process by which the Aircraft shall be:

1) De-registered from its current registry;

2) Registered on the United States Civil Aircraft Registry;

3) Issued a United States Certificate of Airworthiness;

4) Exported from its country of origin; and

5) Imported to the United States.

To request additional information or for questions please Contact Us.

APPENDIX A

[If PPI pending selected by Seller]

Post-Purchase Inspection Work Scope

EXHIBIT A

Seller Escrow Hold-Back Authorization

Seller authorizes Aero-Space Reports (Escrow Agent) to hold back the amount of $_____________ US Dollars (“Hold-Back Amount”) from Seller’s proceeds for a period of thirty (30) days after the date of closing.

The Hold-Back Amount shall first be applied to the cost of the post-closing Post-Closing Inspection and then to the expenses of the correction of any airworthiness discrepancies.

At the expiration of the thirty (30) days after the date of the closing, Escrow Agent shall release any balance of the Hold-Back Amount to Seller.

Seller:

Signature:

Name:

Title:

Date of Closing:

EXHIBIT B

FAA Bill of Sale

EXHIBIT C

Warranty Bill of Sale

For and in consideration of the sum of $10.00 and other good and valuable consideration, the receipt of which is hereby acknowledged, __________________________ (“Seller”), hereby sells, grants, transfers and delivers to __________________________ (“Purchaser”) and its successors and assigns, all of Seller’s rights, title and interest in and to that certain _______[manufacturer / model]________ aircraft, serial number _____________, FAA registration number _________________, and [number] [manufacturer] engines, model _______________ and serial numbers ______________ and ______________, together with the avionics, components, parts, accessories and other equipment installed therein and all ground support equipment, loose equipment and spare parts associated with the Aircraft in Seller’s possession (other than Seller’s personal effects), and complete and original aircraft and engine logbooks, maintenance records, manuals and other records specific thereto that are in Seller’s possession (collectively, the “Aircraft”).

Seller hereby represents and warrants to Purchaser, its successors and assigns, that (i) it holds good and marketable title to the Aircraft, and (ii) it hereby conveys to Purchaser good and marketable title to the Aircraft, free and clear of all liens, claims, mortgages, interests and encumbrances of any kind or character, other than those arising out of the acts or omissions of Purchaser. Seller will warrant and defend such title to the Aircraft forever against all claims and demands of all persons whatsoever.

EXCEPT AS PROVIDED IN THE ABOVE WARRANTY OF TITLE, SELLER SELLS AND PURCHASER BUYS THE AIRCRAFT “AS-IS” EXCEPT AS PROVIDED IN THE ABOVE WARRANTY OF TITLE, THERE ARE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO CONDITION, MERCHANTABILITY OR FITNESS APPLICABLE TO AIRCRAFT OR ANY EQUIPMENT APPLICABLE THERETO, MADE BY SELLER. EXCEPT AS PROVIDED IN THE ABOVE WARRANTY OF TITLE, PURCHASER AGREES THAT NO WARRANTY HAS BEEN EXPRESSED OR IMPLIED BY SELLER OR ANY OF SELLER’S REPRESENTATIVES, INCLUDING SELLER’S BROKER, WITH RESPECT TO THE AIRCRAFT AND THAT UPON PURCHASER’S ACCEPTANCE OF THE AIRCRAFT, PURCHASER WILL HAVE INSPECTED THE AIRCRAFT AND UNDERSTANDS THAT AIRCRAFT IS BEING PURCHASED “AS IS.” IN NO EVENT SHALL SELLER OR ITS DIRECT OR INDIRECT SUPPLIERS/VENDORS BE LIABLE FOR GENERAL, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES RELATING TO PROPERTY DAMAGE OR ECONOMIC LOSS (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OR LOSS OF PROFITS).

IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed as of this _______ day of ____________________, 2020.

SELLER:

By:

Name:

Title:

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