Question
Information regarding the Purchase of Ugli Oranges. Dr. John W. Jones, a biological research scientist employed by the pharmaceutical firm Bottlieb. He has recently developed
Information regarding the Purchase of Ugli Oranges.
Dr. John W. Jones, a biological research scientist employed by the pharmaceutical firm Bottlieb. He has recently developed a synthetic chemical useful for curing and preventing Rudosen. Rudosen is a disease contracted by pregnant women. If not caught in the first four weeks of pregnancy, the disease causes serious brain, eye, and ear damage to the unborn child. Recently, there has been an outbreak of Rudosen in your state and several thousand women have contracted the disease. Dr. Jones has found, with volunteer victims, that his recently developed synthetic serum cures Rudosen in its early stages. Unfortunately, the serum is made from the juice of the Ugli orange which is a very rare fruit. Only a small quantity (approximately 4000) of these oranges were produced last season. No additional Ugli oranges will be available until next season, which will be too late to cure the present Rudosen victims.
Dr. Jones has demonstrated that his synthetic serum is in no way harmful to pregnant women. Consequently, there are no side effects. The Food and Drug Administration has approved the production and distribution of the serum as a cure for Rudosen.
Unfortunately, the present outbreak was unexpected and Dr. Jones' firm had not planned on having the compound serum available for six months. Dr. Jones' firm holds the patent on the synthetic serum and it is expected to be a highly profitable product when it is generally available to the public.
Dr. Jones has recently been informed, on good evidence, that Mr. R.H. Cardoza, a South American fruit exporter, is in possession of 3000 Ugli oranges in good condition. If Dr. Jones could obtain the juice of all 3000 he would be able to both cure the present victims and provide sufficient inoculation for the remaining pregnant women in the state. No other state currently has a Rudosen threat.
Dr. Jones has recently been informed that Dr. P. W. Roland is also urgently seeking Ugli oranges and is also aware of Mr. Cardoza's possession of the 3000 available. Dr. Roland is employed by a competitor. He has been working on biological warfare research for the past several years. There is a great deal of industrial espionage in the pharmaceutical industry. Over the past several years, Dr. Roland's firm and Dr. Jones' firm have sued each other for infringement of patent rights and espionage law violations several times.
Dr. Jones and Dr. Roland have been authorized by their respective firm to approach Mr. Cardoza to purchase the 3000 Ugli oranges. Mr. Cardoza will sell the Ugli oranges to the highest bidder. Dr. Jones' firm has authorized him to bid as high as $250,000 to obtain the juice of the 3000 available oranges.
Before approaching Mr. Cardoza, Dr. Jones decided to talk with Dr. Roland to influence him so that he will not prevent him from purchasing the oranges.
Dr. P. W. Roland works as a research biologist for the pharmaceutical firm Goldstein. The firm is under contract with the government to do research on methods to combat enemy uses of biological warfare.
Recently several World War II experimental nerve gas bombs were moved from the U.S. to a small island just off the U.S. coast in the Pacific. In the process of transporting them, two of the bombs developed a leak. The leak is presently controlled but government scientists believe that the gas will permeate the bomb chambers within two weeks. They know of no method of preventing the gas from getting into the atmosphere and spreading to other islands, and very likely to the West Coast as well. If this occurs, it is likely that several thousands of people will incur serious brain damage or die.
Dr. Roland developed a synthetic vapor that will neutralize the nerve gas if it is injected into the bomb chamber before the gas leaks out. The vapor is made with a chemical taken from the rind of the Ugli orange, a very rare fruit. Unfortunately, only 4000 of these oranges were produced this season.
Dr. Roland has been informed, on good evidence, that a Mr. R.H. Cardoza, a fruit exporter in South America, is in possession of 3000 Ugli oranges. The chemicals from the rinds of this number of oranges would be sufficient to neutralize the gas if the serum is developed and injected efficiently. Dr. Roland has been informed that the rinds of these oranges are in good condition.
In addition, Dr. Roland has been informed that Dr. J. W. Jones is also urgently seeking purchase of Ugli oranges and he is aware of Mr. Cardoza's possession of the 3000 available. Dr. Jones works for a firm with which r. Roland's firm is highly competitive. There is a great deal of industrial espionage in the pharmaceutical industry. Over the years, Dr. Roland's firm and Dr. Jones' firm have sued each other for violations of industrial espionage laws and infringement of patent rights several times. Litigation on two suits is still in process.
The Federal government has asked Dr. Roland's firm for assistance. Dr. Roland has been authorized by his firm to approach Mr. Cardoza to purchase the 3000 Ugli oranges. Dr. Roland has been told he will sell them to the highest bidder. Dr. Roland's firm has authorized him to bid as high as $250,000 to obtain the rind of the oranges.
After a long day of discussions between Dr. Roland and Dr. Jones, the following are the terms of the agreement.
Date of Agreement is May 3, 2021.
The combined offer to purchase the 3000 Ugli oranges is $250,000. The first receiving party will pay the full amount to the Cardoza family, but upon delivery to the second receiving party half of the $250,000 will be paid. Each purchasing party paying $125,000 on the respective date of delivery.
Delivery date of 3000 oranges from the Cardoza family is May 24, 2021.
Dr. Jones will receive the 3000 oranges first at his firm located at Bottlieb Pharmaceuticals, 1299 Orange Hills Way, Santa Monica, CA 90291, and will process the oranges by squeezing all of the juice of the orange within three business days.
Then on May 28, 2021, Dr. Jones will arrange for transportation to deliver the rinds and remains of the oranges to Dr. Roland's firm located at Goldstien LLC 5455 Orange Grove Ave. San Diego CA 92113.
Three Party Sale of Goods Agreement
This contract for the sale of goods is entered into as of [enter contract date here] ("Agreement"), by and between Mr. R.H. Cardoza of the Cardoza Family Farm ("Seller"), [1st Buyer's Full Name Here] (the "Initial Buyer") and [2nd Buyer's Full Name Here] (the "Secondary Buyer"), each a "Party", and collectively the Parties.
The Parties agree as follows:
- Sale of Goods from Seller to Initial Buyer: Pursuant to the terms and conditions of this Agreement, the Seller agrees to transfer ownership and deliver possession to the Initial Buyer, and the Initial Buyer shall pay for and accept from the Seller, the "Goods" listed at such prices as agreed by the Parties in this Agreement.
- Description of Goods Sold: The Initial Buyer is purchasing 3000 Ugli oranges ("Goods") from the Seller.
- Sale of Secondary Goods from Initial Buyer to Secondary Buyer:
- The Secondary Buyer will purchase from Initial Buyer the following: [Insert what Secondary Buyer will purchase] ("Secondary Goods").
- Purchase Price: As consideration for the sale of the Goods, on [enter date of sale] or [enter delivery date],
- The Initial Buyer shall pay to the Seller the purchase price of [insert price in words] ([$insert price in numbers]) Total Purchase Price (the "Purchase Price").
- On [enter date of secondary sale] or [enter delivery date of secondary sale], the Secondary Buyer shall pay to the Initial Buyer the purchase price of [insert price in words] ([$insert price in numbers]) for the Secondary Goods.
- Payment Terms: Unless otherwise stated, payment for the Goods for initial sale is due [enter when payment is due]. The payment of Secondary Goods for secondary sale is due [enter when payment for the Secondary Goods is due].
- Seller's Representations: The Seller hereby represents and warrants to the Buyer as follows:
- The Seller has full right, power, and authority to sell the Goods.
- The Goods will be sold as described and this sale is made "AS IS."
- Delivery of Goods/Shipping for Initial Sale: The Seller shall deliver the goods per the terms listed below:
- Date of Delivery: The Goods shall be delivered to the Initial Buyer on [enter when Seller shall deliver the Goods to Initial Buyer].
- Location of Delivery: The Seller shall deliver the Goods to the location specified by the Initial Buyer here: [Initial Buyer should provide delivery address here].
- Condition of Goods: The Goods shall be delivered whole with no processing to the Ugli orange fruit.
- Delivery Notice: The Seller shall provide the Initial Buyer with the shipment tracking information once it is available so that the Initial Buyer can track the Goods in transit. The Seller will notify the Initial Buyer of any delays that may affect the expected delivery date.
- Risk of Loss: The Seller assumes responsibility for the Goods, and all risk of damage, loss, or delay of the Goods, until the Goods are delivered to or collected by the Initial Buyer. Once the Goods have been delivered to or collected by the Initial Buyer, the Initial Buyer assumes all responsibility for and risk of damage to such Goods.
- Delivery of Secondary Goods/Shipping for Secondary Sale: The Initial Buyer shall deliver the goods to Secondary Buyer per the terms listed below:
- Date of Delivery: The Secondary Goods shall be delivered to the Secondary Buyer on [enter when Initial Buyer shall deliver the Secondary Goods to Secondary Buyer].
- Location of Delivery: The Initial Buyer shall deliver the Secondary Goods to the location specified by the Secondary Buyer here: [Secondary Buyer should provide delivery address here].
- Condition of Goods: [describe if the Secondary Goods will be processed and in what condition they will be in].
- Delivery Notice: The Initial Buyer shall provide the Secondary Buyer with the shipment tracking information once it is available so that the Secondary Buyer can track the Secondary Goods in transit. The Initial Buyer will notify the Secondary Buyer of any delays that may affect the expected delivery date.
- Risk of Loss: The Initial Buyer assumes responsibility for the Goods, and all risk of damage, loss, or delay of the Goods, until the Goods are delivered to or collected by the Secondary Buyer. Once the Goods have been delivered to or collected by the Secondary Buyer, the Secondary Buyer assumes all responsibility for and risk of damage to such Goods.
- Refund and Cancellation Policy:
- No Refunds and No Cancellations.
- Warranty Policy: THE GOODS ARE BEING SOLD AS IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY EXPRESSLY DISCLAIMS, RELEASES AND RENOUNCES, ANY WARRANTY, EXPRESS OR IMPLIED.
- Force Majeure: The Parties agree that they shall not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance of this Agreement as promptly as possible.
- Representations:
- Authority to Sign: Each Party promises to the other Party(ies) that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
- General:
- Modification(s): To change anything in this Contract, the Parties must agree to the change in writing and sign a document showing their contract.
- Signatures: The Parties must sign the document either electronically or in hardcopy. If this document is signed in hard copy, it must be returned to the Seller for valid record. Electronic signatures count as originals for all purposes.
- Term and Termination: If one of the parties chooses to end the Agreement prior to product delivery, the Buyer is responsible for paying for all work and costs incurred up until that date.
The Parties hereto agree to the foregoing as evidenced by their signatures below.
Date:
Seller:
R. H. Cardoza
Date:
Initial Buyer:
Print Name:
Date:
Secondary Buyer:
Print Name:
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