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Terms and Conditions

ICON A5

Aircraft Deposit Agreement

Buyer is making a deposit with ICON Aircraft for the purchase of an ICON A5 according to the following terms and conditions (”Deposit Agreement”). As used herein, “ICON” refers to ICON Aircraft, Inc., a Delaware corporation. This is a binding agreement. Read it carefully.

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Offering Description:

This Deposit Agreement outlines the deposit terms for a production aircraft of ICON Aircraft. Aircraft Delivery Positions will be allocated on a first-come, first-served basis. This Deposit Agreement is subject to the following terms:

Aircraft:                          ICON A5 (Standard Equipment – see Exhibit A) (the “Aircraft”)
Estimated Price:         $189,000 + CPI1
Deposit Amount:         $5,000
Refundable:                 Yes, less a $500 processing fee
Transferable:               No

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, Seller and Buyer (each a “Party,” and collectively the “Parties”) agree as follows:

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Section 1     DEPOSIT

Section 1.1        Buyer agrees to pay the Deposit Amount set forth above (”Deposit”) for the delivery from ICON of one (1) Aircraft. The Deposit shall be refundable as provided herein.

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Section 2     POSITION LIST

Section 2.1        Upon receipt of a signed Deposit Agreement and Deposit, ICON will assign Buyer a delivery position (”Position Number”) on the position list. Delivery positions are offered on a first-come, first-served basis and are subject to prior commitment and availability, as determined by ICON in its sole discretion. Production aircraft designated for ICON marketing campaigns, factory or dealer demonstrators, flight testing, or any other ICON-related activities regarding aircraft not intended for sale to the general public, are not considered part of the position list.

Section 2.2        The scheduled date of delivery for the Aircraft (”Delivery Date”) shall be determined by ICON. ICON provides deposit holders with periodic updates on the estimated delivery schedule based on current production and manufacturing planning.

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Section 3     PURCHASE AGREEMENT

Section 3.1        No later than six (6) months prior to the expected Delivery Date, ICON will inform Buyer in writing of the expected initiation of production of the Aircraft (”Production Notice”) and include an Aircraft Purchase Agreement governing the purchase of the Aircraft. Unless this Deposit Agreement has been earlier canceled, Buyer shall, within twenty-one (21) calendar days of the date of the Production Notice, select any optional equipment or services for the Aircraft and return to ICON a signed Aircraft Purchase Agreement. The Aircraft Purchase Agreement will include various terms and conditions, and depending upon the then current federal and/or state laws, may include certain conditions of purchase as required by then applicable federal and/or state laws.

Section 3.2        Aircraft shall be delivered at ICON’s U.S.-based facilities.

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Section 4     SPECIFICATIONS

Section 4.1        The PRELIMINARY Standard Aircraft Specification is shown in Exhibit A. ICON will, as part of the Aircraft Purchase Agreement, inform Buyer of the detailed specifications for the Aircraft, which will include final dimensions, standard equipment, performance specifications, documentation, options, etc. Any specifications referred to on Exhibit A, our website, or otherwise in any materials or information provided by ICON (other than the Aircraft Purchase Agreement) are preliminary only and may be changed at any time.

Section 4.2        Buyer expressly acknowledges that Buyer has not relied on any oral or written representations except as specifically stated in the Agreement and that ICON has made no representations as to the suitability of the Aircraft for any particular purpose of Buyer. Buyer acknowledges that the Aircraft is a general aviation sport aircraft and is not suited for commercial transport or aerobatics.

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Section 5     PRICE AND PAYMENT SCHEDULE

Section 5.1        The Estimated Price herein is subject to change at ICON’s sole discretion. The final purchase price (”Final Purchase Price”) will be the ICON list market price applicable to the then-estimated Delivery Date, including the then-current ICON list price of any selected optional equipment or services, and will be listed in the Aircraft Purchase Agreement.

Section 5.2        Progress payments for the excess of the Final Purchase Price over the Deposit Amount and Taxes (defined below) 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 ICON.

Section 5.3        Upon execution of the Aircraft Purchase Agreement, the Deposit shall be applied as a progress payment thereunder subject to the terms of the Aircraft Purchase Agreement which will supersede this Deposit Agreement.

Section 5.4        The Deposit shall be held in a holding account, currently with Silicon Valley Bank (”Holding Agent”). ICON is responsible for the costs of the holding account and is entitled to any interest earned on deposited funds. The Holding Agent may be changed by ICON in its discretion. Buyer agrees to provide information that may be requested by the Holding Agent, including without limitation, information to confirm the Holding Agent’s compliance with state and federal laws against terrorism and money-laundering activities. The holding agreement requires the Holding Agent to comply with ICON’s written instructions concerning the deposited funds. The Holding Agent is only authorized to accept instructions from ICON. When a Buyer cancels the Deposit in accordance with the Deposit Agreement, ICON will direct the release and return the Deposit (less cancellation or other fees if applicable) to the Buyer. When a Buyer executes an Aircraft Purchase Agreement, ICON will direct the release of the Deposit to ICON to be applied toward the Purchase Price as provided in the Aircraft Purchase Agreement. When Buyer fails to timely cancel or execute an Aircraft Purchase Agreement, ICON will direct the release and return of the Deposit to ICON. The Deposit will not become the property of ICON unless the Buyer executes an Aircraft Purchase Agreement or fails to cancel or execute an Aircraft Purchase Agreement as provided for in this Deposit Agreement.

Section 5.5        The Final Purchase Price is exclusive of any sales or use tax, value-added taxes, duties, registration fees, or any charges that may be levied by governmental authorities in connection with the purchase, sale, transfer, use, registration, export, import of the Aircraft (collectively “Taxes”). Taxes required by law to be charged at the point of sale will be collected by ICON.

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Section 6     TERMINATION

Section 6.1        Buyer may cancel this Deposit Agreement by providing written notice to ICON no later than twenty-one (21) calendar days after the date of the Production Notice. In the event Buyer timely cancels this Deposit Agreement, Buyer’s Deposit will be refundable less a $500.00 processing fee. However, in the event Buyer timely cancels the Deposit Agreement for the reason stated in the cancelation notice that the Final Purchase Price of the Aircraft in the Aircraft Purchase Agreement with standard equipment is higher than the Estimated Price (other than economic escalations from July 1, 2013 using the Consumer Price Index for Urban Wage Earners and Clerical Workers [CPI-W; U.S. City Average] as published by the U.S. Department of Labor, Bureau of Labor Statistics, for the period from the date of this Deposit Agreement until the date of the Production Notice), the $500.00 processing fee will not be deducted from the refund. ICON will refund the Deposit to Buyer within forty-five (45) days after receipt of a timely cancellation notice, and will be refunded to the credit card used for the Deposit.

Section 6.2        ICON may terminate this Deposit Agreement for cause, upon written notice to Buyer, if any of the following apply:

    a. Unless the Deposit Agreement has been earlier canceled, Buyer fails to enter into an Aircraft Purchase Agreement within twenty-one (21) days after the date of the Production Notice; or
    b. Buyer 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 Buyer.

Section 6.3        ICON 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, ICON will be damaged in a manner that will be difficult to calculate. For these reasons, if ICON terminates this Deposit Agreement under Section 6.2, ICON may cancel Buyer’s delivery position and retain all Deposits and any other pre-delivery payments made by Buyer as liquidated damages. If Buyer is unable to enter into an Aircraft Purchase Agreement for reasons that are beyond Buyer’s control, then ICON, in its sole discretion, may refund all or a portion of any pre-delivery payments that have been received by ICON. Buyer acknowledges that the foregoing liquidated damages provision is an important consideration to ICON’s willingness to enter into this Deposit Agreement and is not a penalty.

Section 6.4        ICON may terminate this Deposit Agreement upon written notice to Buyer, if ICON, in its sole discretion, determines that either (i) Buyer’s demonstrated behavior is inconsistent with a safe pilot’s code of conduct, including acting professionally, respectfully, courteously, and with sound judgment, or (ii) Buyer’s demonstrated behavior within the ICON deposit-holder community is rude, abusive, or otherwise adversely impacting others in the community, including ICON staff. Following such termination, ICON will refund the Deposit to Buyer by check or refund to the credit card used for the Deposit.

Section 6.5        No interest shall accrue, or be paid, to Buyer on the refund of Deposits or other pre-delivery payments.

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Section 7     LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM LIABILITY ICON SHALL HAVE TO BUYER 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 BUYER. IN NO EVENT SHALL ICON BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS DEPOSIT AGREEMENT.

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Section 8     ATTORNEYS’ FEES

Should any litigation be commenced (including any proceedings in a bankruptcy court) among ICON and Buyer 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.

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Section 9     GOVERNING LAW AND VENUE

Section 9.1        This Deposit Agreement shall be governed by the laws of the State of California, regardless of the choice of law provisions of California or any other jurisdiction.

Section 9.2        The Parties agree that the state and federal courts located in Los Angeles County, California, have exclusive jurisdiction and venue under this Deposit Agreement, and ICON and Buyer 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.

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Section 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.

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Section 11     TRANSFERABILITY

Buyer 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 ICON Aircraft which consent may be withheld in ICON’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 ICON Aircraft’s prior written consent shall be null and void. Buyer shall indemnify and hold harmless ICON Aircraft 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 ICON Aircraft’s prior written consent.

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Section 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 ICON, 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 assigns.

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Section 13     NOTICES

Section 13.1        Any notice to be given under this Deposit Agreement may be sent by email or by pre-paid overnight delivery (FedEx, UPS, etc.) to Buyer’s address given with this Order or to the address below for ICON. Each notice or demand shall be deemed to have been given or made when actually received or twenty-four (24) hours after being sent, whichever occurs first.

    ICON Aircraft, Inc.
    12511 Beatrice Street
    Los Angeles, CA 90066
    deposits@iconaircraft.com

Section 13.2        Buyer acknowledges that “documents” associated with this Deposit Agreement may be digital and that such “documents” are agreed to be equivalent to “paper” documents. Also, communications to/from the email address specified by Buyer shall constitute delivery of the equivalent of “signed” documents.

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Section 14     WARRANTIES

BUYER AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THE AIRCRAFT PURCHASE AGREEMENT, ICON 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 ICON, 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 ICON AND HEREBY EXPRESSLY WAIVED BY BUYER.

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Section 15     BINDING

This Deposit Agreement shall become binding upon ICON’s acceptance (by return email to Buyer confirming the execution and delivery of this Deposit Agreement) and receipt by ICON of unconditional payment of the Deposit. Buyer acknowledges and agrees that it has read, understood and agrees to the provisions hereof. Prior to acceptance, this offering is subject to change in ICON’s sole discretion at any time. There are no assurances by ICON 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.

1Estimated Price is as of July 1, 2013 and the CPI increase is calculated from that date.

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Exhibit A
STANDARD AIRCRAFT SPECIFICATIONS (Preliminary)

ICON A5 – Amphibious Light Sport Aircraft (S-LSA)

Performance Specifications:
- ASTM Standards: Aircraft will meet or exceed the requirements as established by the ASTM F2245 standard: “Standard for Specifications for Design and Performance of a Light Sport Airplane.”
- Seats: 2
- Maximum Takeoff Weight: 1510 lbs
- Useful Load: 430 – 450 lbs (option dependent)
- Baggage: 60 lbs (maximum)
- Fuel (Auto Gas or Av Gas): 20 gal
- Maximum Speed (Vh): 105 kts (120 mph)
- Range: 300 nm
- Takeoff & Landing Distance: 750 ft
- Engine (Rotax 912 iS): 100 hp

Standard Equipment:
- Spin-resistant airframe
- Retractable landing gear
- Manual wingfold
- GPS moving map
- Analog flight instrumentation (per ASTM LSA standards)
- Intercom system
- VHF communication radio
- Mode C transponder

Standard Documentation:
- Pilot Operating Handbook (POH)
- Airworthiness Certificate
- Weight and balance data

Optional Equipment: (Pricing and availability to be provided at Production Notice)
- ICON Complete Airplane Parachute *
- Automatic wingfold
- Night lighting package
- Seaplane configuration (no landing gear)
- Attitude indicator
- Custom A5 towing trailer

* Due to ICON’s exemption to the US LSA weight limit (FAA Regulatory Docket No. FAA-2012-0514), The ICON Complete Airplane Parachute is mandatory for US registered A5s. Complete Airplane Parachute pricing is not included in the estimated price quoted here and will be provided at the Production Notice.