Contract _ Terms of Business, Battle of the Forms and Letters of Intent. The buyer (a company that made control systems for vehicles) placed orders with the seller (a company that supplied pedal sensors). Both parties traded on their standard terms of business, the key difference between the two being, as it is usual to expect, the extent of the liability, if something went wrong under the contract. The buyer's conditions sought to impose unlimited liability on the seller for certain breaches, while the seller's conditions purported to exclude any liability for consequential loss or damage and restricted its business liability to repair.
The key points most commonly compiled in an LOI include: type of acquisition (stock or asset), detailed list of assets (and liabilities) to be acquired, purchase price, payment method, contingencies, data required to complete due diligence, and target dates for contract signing and closing. At its most basic level, the LOI says that, as long as certain criteria specified in the LOI is as represented by the seller, the buyer will purchase the company consistent with the terms outlined in the LOI.