Business aviation attorney outlines key risks in cross-border aircraft purchase agreements

Garcia Rosa, a Brazilian aviation attorney with more than two decades of experience in business aviation transactions, leasing, contracts and regulatory strategy, has outlined the key risks buyers face in cross-border aircraft purchase agreements. She said the greatest risks typically emerge in the months between contract signing and aircraft delivery, even though the purchase agreement itself is the most critical document in any transaction.

Rosa said that because major original equipment manufacturers are facing backlogs of at least two years, purchase agreements generally do not lock in a specific delivery date or even month, with delivery instead forecast by quarter and month and date notifications issued as the schedule becomes clearer. Compliance obligations begin before contract signature and include adherence to ITAR and EAR regulations governing dual-use aerospace technology, as well as OFAC sanctions rules relating to blacklisted entities and embargoed nations.

Supply chain disruptions remain a significant source of delay, with many suppliers still recovering from the effects of COVID-19 and shortages of raw materials such as aluminium and acrylics, as well as components including windshields, causing long lead times that affect assembly lines directly. Tariffs have added further pressure in the current year, leading to cost reassessments and temporary delivery freezes on some contracts that were not structured to account for such charges. Limited paint booth capacity and a global shortage of certified service partners can also substantially delay delivery of both new and pre-owned aircraft. Rosa said the force majeure implications of COVID-19 reopened debate over excusable versus non-excusable delay, and that current legal consensus holds that delays tied to ongoing supply chain friction or labour constraints that were foreseeable at the time of contract planning are generally not excusable.

This account describes a broader shift in how aircraft purchase risk is allocated once fixed delivery dates become impractical to promise. When a manufacturer can only commit to a quarter rather than a date, the contract itself has to carry more of the burden that a firm delivery date used to carry, pushing negotiation toward milestone definitions, notification triggers and force majeure language rather than price and specification alone.

Rosa's point about buyer attention illustrates how this segment actually works in practice: purchasers often concentrate on purchase price, financing and specification while giving insufficient attention to delivery milestones and the pathway to title transfer, even though 'as is, where is' pre-owned deals can still be structured around documentation, customs and regulatory approval. That gap between where buyers focus and where the real delay risk sits is what makes the drafting stage, not just the closing stage, decisive.

What happens next depends on whether the supply chain constraints Rosa describes — raw material shortages, paint booth capacity and certified service partner availability — ease or persist, since current legal consensus already treats foreseeable versions of these frictions as non-excusable delay. The next test will be how new contracts written today allocate tariff-driven cost increases, given that some existing agreements were not structured to absorb them.