70
3
16.1
GENERAL
70
16.2
TRAINING LOCATION
70
16.3
TRAINING
COURSES
71
16.4
PREREQUISITES AND CONDITIONS
72
16.5
LOGISTICS
73
16.5.1
TRAINEES
73
16.5.2
TRAINING AT EXTERNAL LOCATION -
SELLER'S INSTRUCTORS
74
16.5.3
TRAINING MATERIAL AND EQUIPMENT
AVAILABILITY - TRAINING AT EXTERNAL LOCATION
74
16.6
FLIGHT OPERATIONS
TRAINING
75
16.7
PERFORMANCE / OPERATIONS COURSES
76
16.8
MAINTENANCE TRAINING
76
16.9
SUPPLIER AND PROPULSION SYSTEMS
MANUFACTURER TRAINING
77
16.10
PROPRIETARY RIGHTS
77
16.11
CONFIDENTIALITY
77
16.12
TRANSFERABILITY
78
16.13
INDEMNITIES
AND INSURANCE
78 17-
EQUIPMENT SUPPLIER PRODUCT SUPPORT
83
17.1
EQUIPMENT SUPPLIER PRODUCT SUPPORT AGREEMENTS
83
17.2
SUPPLIER COMPLIANCE
83 18-
BUYER FURNISHED EQUIPMENT
84
18.1
ADMINISTRATION
84
18.2
AVIATION AUTHORITIES'
REQUIREMENTS
86
18.3
BUYER'S OBLIGATION AND SELLER'S REMEDIES
87
18.4
TITLE AND RISK OF LOSS
88
18.5
DISPOSITION OF BFE FOLLOWING
TERMINATION
88 19-
INDEMNITIES AND INSURANCE
90
19.1
SELLER'S INDEMNITIES
90
19.2
BUYER'S INDEMNITIES
90
19.3
NOTICE AND DEFENSE OF CLAIMS
91 20-
TERMINATION
93
20.1
TERMINATION EVENTS
93
20.2
REMEDIES IN EVENT OF
TERMINATION
93
20.3
DEFINITIONS
95
20.4.
NOTICE OF TERMINATION
EVENT
95
21.1
ASSIGNMENTS
96
21.2
ASSIGNMENTS ON SALE, MERGER OR
CONSOLIDATION
96
21.3
DESIGNATIONS BY SELLER
96
21.4
TRANSFER OF
RIGHTS AND OBLIGATIONS UPON REORGANIZATION
97 22-
MISCELLANEOUS PROVISIONS
98
22.1
DATA RETRIEVAL
98
22.2
NOTICES
99
22.3
WAIVER
99
22.4
INTERNATIONAL SUPPLY CONTRACT
99
22.5
CERTAIN
REPRESENTATIONS OF THE PARTIES
99
22.6
INTERPRETATION AND LAW
100
22.7
WAIVER OF JURY TRIAL
101
22.8
WAIVER OF CONSEQUENTIAL DAMAGES
101
22.9
NO REPRESENTATIONS OUTSIDE OF THIS AGREEMENT
102
22.10
CONFIDENTIALITY
102
22.11
SEVERABILITY
102
4
22.12
ENTIRE AGREEMENT
103 22.13
INCONSISTENCIES
103 22.14
LANGUAGE
103 22.15
COUNTERPARTS
103
5
EXHIBITS
EXHIBIT A
A350-900XWB BASIC AIRCRAFT DESCRIPTION DOCUMENT EXHIBIT B-1
FORM
OF SPECIFICATION CHANGE NOTICE EXHIBIT B-2
SPECIFICATION CHANGE NOTICES
EXHIBIT B-3
FORM OF MANUFACTURER SPECIFICATION CHANGE NOTICE EXHIBIT C
AIRCRAFT PRICE REVISION FORMULA EXHIBIT D
FORM OF CERTIFICATE OF ACCEPTANCE
EXHIBIT E
FORM OF BILL OF SALE EXHIBIT F
SELLER SERVICE LIFE POLICY - LIST
OF ITEMS COVERED EXHIBIT G
TECHNICAL DATA INDEX EXHIBIT H
GENERAL TERMS
AND CONDITIONS OF ACCESS TO AND USE OF AIRBUS WORLD
PURCHASE AGREEMENT
This agreement is made as of March 5, 2010
Between
AIRBUS S.A.S. organized and existing under the laws of the Republic of France,
having its registered office located at
1, Rond-Point Maurice Bellonte
31707 BLAGNAC Cedex
FRANCE
(hereinafter referred to as the "Seller")
and
UNITED AIR LINES, INC. a corporation organized and existing under the laws of
the State of Delaware, United States of America, having its principal corporate
offices located at 77 West Wacker Drive, Chicago, Illinois 60601 (hereinafter
referred to as the "Buyer")
WHEREAS the Buyer wishes to purchase and the Seller is willing to sell
twenty-five (25) Airbus A350-900XWB aircraft, on the terms and conditions herein
provided,
7
0 - DEFINITIONS
For all purposes of this Agreement (defined below), except as otherwise
expressly provided, the following terms will have the following meanings:
A350-900XWB Aircraft - any or all