This offer will remain open until Xᚨ p.m (typically 5ᚨpm eastern time). on a specified DAY, and DATE, and will automatically expire unless accepted before that time. It is the intention of Buyer to offer employment after the sale to all of Seller's employees (then an employment agreement with terms must be communicated). Typically, some of the obligations, but not limited to that the Buyer and Seller may wish to incorporate to consummate a transaction anticipated by the LOI are: 1.Execution of a definitive Contract for Sale (Asset Purchase Agreement or Stock Purchase Agreement) acceptable to both parties on or before the specified date, which clearly specifies the assets and liabilities to be acquired from Seller by Buyer and contains the customary warranties, representations and other provisions for a transaction.
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).