Drafting a Legal Business Contract for the Purchase and Sale of Goods

Background Facts:

After graduating from College, you are a condiment sauce manufacturing business in East Los Angeles County named $[$YOUR LAST NAME$]$ Foods$$ that produces, packages, sells, and distributes bottled sauces from your recently acquired factory$/$warehouse$/$storefront building at $50914$th St$,$ Baldwin Park, CA $91706.$

Your company$$s largest single customer is West Coast Dining Services, Inc., the number one market$-$share dining services company in California, corporate headquartered at $2070$ Business Center Dr$.,$ Ste $555,$ Irvine, CA $92612.$ West Coast has over $300$ corporate clients managing over $1,000$ on$-$site dining locations $($corporate cafeterias$)$ as well as catering over $2,000$ corporate and entertainment events annually, with each event serving anywhere from $50$ to $2,000$ people.

You obtained the account through, and deal directly with, West Coast$$s General Manager $[$Name of a College CLASSMATE$]$ who you met back when you were in college. West Coast needs to order sufficient sauces to for the next year. $[$Come up with $5$ distinctive ethnically and culturally identifiable, vibrant sauce flavors with creative names, associated with $5$ specific cultures or regions or geographic origins.$]$ Your college classmate, the West Cost General Manager, secured the business opportunity for you to supply the need for bottled sauces to accompany West Coast$$s wide range of globally originated cuisines to satisfy the palates of West Coast$$s ethically and culturally broad$-$spectrum food consumer clientele.

Instructions:

Prepare a contract for the purchase and sale of $5$ distinct sauces to be produced, packaged, and delivered to West Coast$$s corporate operations center located at the same business complex as their corporate headquarters. $[$Use your imagination to come up with $5$ distinctive ethnically and culturally identifiable, vibrant sauce flavors with creative names, associated with $5$ specific cultures or regions or geographic origins.$]$

Use business sense to calculate correct quantity and delivery terms that make sense given the circumstances and products $[$as stated above$].$ Point deductions will be made for contract terms that do not make business sense under the circumstances. Extra points may be given for the most imaginative product lines.

Apply your knowledge of business, law, and contracts to draft this contract. Use the company names stated in the facts section $($using YOUR NAME and a college CLASSMATE$$S NAME$).$ Determine which type of business organization you are $($see Ch $16,$ pp $498-499$ Business Entities chart in the course textbook$).$ Be sure to state the correct business organization form in the name of each party.

Be sure to include ALL the relevant necessary contract provisions drafting the contract as stated and listed in these instructions $($below$).$ The contract must include EACH of the following provisions and clauses, EXACTLY as set forth, and NUMBERED, ORDERED, and DETAILED, as follows:

The Contract:

I. Introduction: In the introductory paragraph set forth the names of the parties to the written contract $-$ buyer$($s$)$ and seller$($s$),$ and FOR EACH PARTY you must:

$$ State each party$$s complete names, including business name and designation of the type of business entity

$$ Identify and clearly state each type of business organization entity form $($LLC$,$ Corporation, Limited Partnership, Limited Liability Partnership, General Partnership Sole Proprietor, etc.$)$ for each party to the contract.

$$ Identify by name which is the buyer, and which is the seller

$$ State the nature of the parties$$ business relationship vis a vis each other and the general purpose of the contract

$[5$ points$]$

II$.$ Contract Terms and Provisions: Set forth the specific terms of the sales agreement, including EXACTLY the following contract clause provisions NUMBERED EXACTLY and in EXACT ORDER as follows:

$1.$ Sale of Goods and Purchase Price. $($Include: detailed description of the products, quantity, individual unit prices and total price$)$

$2.$ Invoices, Payments $($incl$.$ late fees$)$

$3.$ Delivery, Risk of Loss, Title

$4.$ Acceptance

$5.$ Cancellation

$6.$ Time is of the Essence

$7.$ Notices

$8.$ Taxes

$9.$ Warranty $($General$)$

$10.$ Force Majeure $($Act of God$)$

$11.$ Assignment; Delegation

$12.$ Indemnification

$13.$ Arbitration and Mediation Provisions

$14.$ Liquidated Damages

$15.$ Governing Law and Forum Selection

$16.$ Integration $/$ Entire Agreement Clause $($statement that the contract constitutes the entire agreement$)$

$17.$ Severability $($of individual provisions$)$

$18.$ Service of Suit

$19.$ Attorney Fee Provision

$20.$ Counterparts