I. Transaction Contingencies. Contingencies are items that would likely cause the buyer, seller or both to walk away from the transaction should there be a disagreement. For examples: i. All Cash and Accounts receivable accrued up to the closing date will remain the property of the SELLER. ii. Buyer's Good Faith Deposit will be refunded in full in the event buyer's due diligence reveals unacceptable conditions. iii. Buyer and Seller each agree to pay their respective closing costs. iv. Buyer's Good Faith Deposit will be refunded in full in the event buyer's financing is denied and written verification is submitted to XYZ Brokerage, Inc. on or before July 1, 20XX.
The sensors were defective resulting in serious problems, including uncontrolled deceleration and loss of power. The buyer suffered substantial losses as a result, including the cost of inspections and replacement of parts. It sought to argue that the contract was formed on its business terms and sought to recover its losses from the seller. The seller argued that the contract was formed on its terms and that its liability was limited to repair, in accordance with its standard terms, which the buyer had accepted by taking delivery of the sensors; while the buyer argued that the seller's liability was unlimited (in accordance with its standard terms).