Task: You have been given information, which includes selected email correspondence between a buyer and seller, details of an order, contract terms and bill of lading. In the scenario that unfolds in these documents, you are Max, one of the owners of Holy Guacamole. Briefly, your task is to prepare a note for yourself and business partner {who has little exposure to the legal side of the business}. This note should: I identify the legal issues that are raised by the facts and provide advice on what Holy Guacamole's rights and obligations are; and I provides advice on what Holy Guacamole should do next with respect to approaching the seller. This should include advice on the most appropriate remedies Holy Guacamole should consider claiming. In addition to considering Holy Guacamole's rights and obligations and possible remedies, your note should also consider what arguments the seller may raise. Further instructions appear at the conclusion of this document. Due date: 23 September 21.122. 1]. 55pm {submit via Moodle: IWeight: This task will be marked out of 25, and is worth 25% of your final grade. IWord length: 10001300 words [excluding title page, table of contents and references]. Instructions: This is an individual task. You should prepare and write your note on your own. This task develops your ability to identifyI and respond to legal problems. It assesses your understanding of laws and principles as you apply them to legal issues. Your ability to evaluate your legal arguments and options is also assessed. Additionally, the marking criteria take account of your ability to communicate clearly, articulate arguments with support and draw conclusions appropriate to your discussion. In your response, you can go beyond these prescribed materials and draw on your own research. That is to say you can undertake your own independent learning and use that effectively. For example, using cases or commentary that help clarify relevant provisions or support your arguments. Key Criteria: Your response should be logically organized, written in paragraphs and use full sentences. Clear writing and clear identification of legal sources are rewarded in the marking rubric. When referring to the relevant rules remember to be specic: Identify the precise article] rulefcontract term you are relying on. You are encouraged to use headings and subvheadings. Your response should identify what the legal issues are and demonstrate your understanding of the relevant rules. You should explain the law in your own words and how it applies to the scenario, rather than 'ouote' the law. Most marks are allocated to the analysis of how the law is relevant to the issues and your arguments as to how the law might be used to resolve those issues. Good responses will set out the arguments clearly and use the facts effectively to support those arguments. The arguments should be logical, relevant and practical in the circumstances. Students are advised to refer to the marking rubric when preparing for this task. BTX3110 Assessment Task 2 Materials and Documents Holy Guacamole: Costa Rican Sauce and Exploding Beer About a year ago, you entered into a new business venture with your friend, Julio. Julio is an excellent chef specialising in Mexican food, drawing inspiration from family recipes. Julio had been running a successful taco van at truck park venues, festivals and weekend markets. Julio had built up a good reputation when an investor offered to part-finance an expansion of the business to move to a permanent 'truck park' style venue, where three bar/restaurants would operate with a common banquet hall and beer garden. Julio approached you as a prospective partner because you have carved out an early successful career in hospitality management, working for a well-known Melbourne group of restaurants. Julio asked you to come on board as a partner to manage the business to allow Julio to concentrate on developing the menu and to cook and serve food. You agreed and invested your savings to match Julio' investment. Your business is going well. Before opening at the new venue, you changed the name to "Holy Guacamole" and emphasised the food and experience as 'authentically Mexican.' You serve and sell a range of Mexican beverages and hot sauces not widely available in Australia, that you source from a supplier in Mexico. You have developed good working relations with your supplier of beverages and sauces in Mexico, Nima, who runs her own wholesale and export business, NML Sa Sv. You make an order usually every 2 months, with the knowledge that shipping usually takes between 2-3 weeks. Unfortunately, your order from June was both late and short on items. As Nima explained, this was the result of supply shortages in Mexico caused by a combination of weather and covid-related factors. Nima amended the invoice and you paid for what you received with no issues. The short delivery did mean that you would run low on stock and have to make another order and enter into another sales contract at the end of August. August 24"h to be precise. Which is where the trouble began.... NEW ORDER 24 August 2022, 0800 Max@holyguacamole.com.au To: Nima@NML.gmail.com Hi Nima Please find attached a new order. A bit earlier than usual, but we are running dangerously low on stock. Having a very good run at the restaurant. Our 'authentically Mexican' strategy is going so well with customers, so we can't complain! If you could ship this asap, I'd really appreciate it. I'm getting a bit nervous about our stock levels and we don't want to let our customers down. Not with the competition on our doorsteps. Let me know if there are any issues. Hope all is well with you and your family. Cheers MaxATTACHMENT: SALES ORDER FORM COP-C30021 NML Please save and email your order to . Wholesale Nima@nml gmail.com CUSTOMER DETAILS Order Date 23 August 2022 Order No: 888 Account No (if known): 123 Customer Name: Holey Guacemole REF Customer Address: 55 Burke Street Suburb: Caulfield East State: VIC Postcode: 3083 Contact Name: Max Contact Phone No: 0435 465478 Contact Email: Max Holyguac. com. au Contact Fax No: DELIVERY DETAILS Please note: Any time given by Comcater for delivery of goods is an estimate only. Company Nama: As above Delivery Address 555 High Street suburb: Fitzroy North State Postcode: Contact Name: Max Contact Phone No: shipping Please note: Freight cost may apply. Ship vix O Air Freight ] Road [sea Frieght Required ASAP O Other Plem SPECIAL INSTRUCTIONS As per email, please ship as soon as possible. Please organise carriage on our behalf as per usual. ITEMS REQUIRED Part or item ID / Serial Number Description of item Total Amount Oty Unit Price $US [ex GST) Montejo (24 x 330ml) T TOO Sante Fe (24 x 330ml ) 100 10 1000 Carta Blancha (24 x 330ml) 100 10 1000 Leon (24 x 330ml) 100 800 Valntina Salsa Picante (100 ml 241 100 60O Valentina Salsa Picante Classica (10 0ml x 24) 100 5.5 550 Hoi Chol Banquets Salsa (100ml 1 x 24] 100 9 900 Signed / Approved by. Sub-total (ex. VAT) $ 5500 16% VAT $ Placement of an order by you sign ries acceptance by you of our terms of trade which are onpage 2 of this document Non-stock items ordered cannot be cancelled or returned. Total (inc. VAT) $ OBE9 NMLSA MaSV 005 974 185 Page 1quality and quantity of the Goods as well as their conformity with the These terms and conditions (terms of sale) apply specifications, if any. to all transactions between the supplier NML, 3.3. You must check the Goods before using Campos Eliseos No. 204 Polanco Chapultepec, or reselling them and, in the event of any Mexico City, Mexico, and the Customer (You) defect, take conservatory measures in the nothwithstanding any statement to the contrary interests of the parties. which may be contained in the order. They may 3.4. Any claims must be notified to NML in be varied by us at any time by notice in writing to writing within three (3) working days. you. Defects that could not have been discovered even after diligent inspection In these terms of trade must be notified to NML within three (3) 'Goods' refers to the goods supplied to you by us working days after discovery thereof. Any such claims must be addressed to 1. Special Conditions NML by email (with read receipt), or 1.1. NML will deliver the Goods as ordered registered letter (with return receipt) or by you under FOB Incoterm 2020 (Port by courier. of Manzanillo) 3.5. No claims will be accepted by NML after 1.2. NML will provide Goods of satisfactory expiration of the shelf life of the Goods. quality and that comply with the 3.6. Any defects shall be ascertained jointly specifications and descriptions of the by representatives of NML and You Goods provided in writing, if any. within a reasonable term after 1. Payment Terms notification of the defect by You. In the 1.1. You shall pay for the Goods in SUS. meantime, You shall take any provisional 1.2. You shall pay 50% of the total order measures in the parties' interest. price by direct transfer on confirmation 4. Reservation of title of order and the remaining 50% of the To the extent legally possible under total price shall be payable within 10 applicable law, all Goods delivered under a days of the receipt of the Bill of Lading Sales Contract will remain the property of NML until such time as You have paid in full General Terms and Conditions the agreed purchase price for the Goods. 1. Quantity of Goods Applicable law The quantity of the Goods recorded by NML This Sales Contract shall be governed by, and on dispatch shall be decisive. Delivery of a construed in accordance with Mexican law, shortage / surplus not exceeding 8% of the which includes the United Nations quantity of the Goods ordered shall, at NML Convention on Contracts for the International option, be considered due execution of its Sale of Goods of 1980. obligations and You shall not be entitled to 6. Dispute settlement reject the Goods. Any dispute arising out of or in connection 2. Price of Goods with this Sales Contract which cannot be 2.1. Prices are agreed in writing and unless settled on an amicable basis within fifteen otherwise agreed exclusive of sales taxes, (15) calendar days as from the date on which cost of carriage, customs and excise or one of the parties notified the other party of other duties payable. the existence of a dispute by means of a 2.2. Price lists are valid for the reference recorded delivery letter with return receipt, period solely, without prejudice to the may be submitted to, and finally settled by, right of NML to adjust prices or delist arbitration in accordance with the Goods during the reference period at its UNCITRAL Model Arbitration Law, which discretion. are incorporated into the Sales Contract by 2.3. In the event of Your cancellation of an way of reference. Any final arbitration ruling order, NML has the right to claim pronounced in accordance with the above- compensation damages. mentioned Rules will be definitive and 3. Acceptance, inspection and claims binding, without possibility of appeal. The 3.1. Without prejudice to its right to inspect seat of the arbitration proceedings shall be in the Goods, you must take delivery of the Mexico. The proceedings will be conducted in Goods immediately upon presentation. English. 3.2. Upon arrival of the Goods and before any use or resale of the Goods, you are responsible for verifying the condition, Page 2RE: NEW ORDER 25 agosto 22, 0703 De Ines Nima@ NML.gmail.com Para Max@holyguacamole.com.au Hola Max! It is crazy here in Mexico City at the moment. The flooding is still causing major disruption to our supplies. We are slowly getting back to normal - hopefully in time for our independence celebrations on September 16. Re shipment: We are shooting for a shipment date of 9 September. This way you should have your goods by the end of the month. Due to supply issues, we may have to substitute alternative brands for some of the goods. I will update you before shipment. Saludos Nima RE: NEW ORDER 26 August 2022, 1503 Max@holyguacamole.com.au To: Nima@NML.gmail.com Thanks Nima. Really appreciate it. All sounds good. Max. Order Delay 8 septiembre 22, 1406 De Ines Nima@NML.gmail.com Para Max@holyguacamole.com.au Hey Max Look, we are not going to make the date of the 9". The Independence Day celebrations this year are huge -because they were cancelled the last few years. Supply has been a real problem. I promise we can ship by the 20". It looks like I will also have to give you a different brand of sauces. It is still a very good sauce. Mexicans love it! Attach updated shipping list. So sorry. Really, it is beyond my control. Saludos Nima ATTACHMENT: 6NML Wholesale PACKING SLIP Campos Eliseos No. 204 Polanco Chapultepec, Mexico City, Mexico, DATE 08.09.22 11560 +52 55 5083 1234 CUSTOMER ID 123 BILL TO: SHIP TO: Holy Guacerole Holy Guacemole 55 Burke Street 555 High Street Caulfield East Fitzroy North 0435 465 478 0435 456 478 ORDER DATE ORDER # PURCHASE ORDER # CUSTOMER CONTACT 24.08.22 883 885 Holey Guacemol ITEM # DESCRIPTION ORDER QTY SHIP QTY 10000891 Lizano Salso (Vibrant salsa) 150ml x 24 30 (45645645] Lizano Chilero (Vibrant chille) 100ml x 24 50 Banquete Salsa Picante (Premium salsa spicy) 100ml x 24 Montejo (24 x 330ml) 100 100 Sante Fe (24 x 330ml) 100 100 Carta Blancha (24 x 330ml) 100 100 Leon (24 x 330m!) 100 100 TOTAL: 400 550 COMMENTS: Backordered items will ship as they become available If you have any questions or concerns, please contact [Nima, Nima_Luis@NML.gmail.com] Thank You For Your Business! RE: Order Delay 9 September 2022, 1503 Max@holyguacamole.com.au To: Nima@NML.gmail.com Hi Nima Ok. We understand. We are getting really low. But if you ship by the 20", we should just make it. CheersShipping Notice 12 septiembre 22, 1406 De Ines Nima@NML.gmail.com Para Max@holyguacamole.com.au Hey Max Clean BOL attached. Original is on its way to you. Saludos Nima ATTACHMENT Code Name: "COMBICONBILL" BIL ND. Shipper NHL Campos Eliseos W03147 No. 204 Polanco Negotiable Chapultepec, Mexico City, Mexico, COMBINED TRANSPORT BILL OF LADING Flavisod 1905 Consigned to ardor of Holy Guacemole R + L GLOBAL 55 Bourke Street Caulfield East, Australia Notity partwaddress Shipping AS ABOVE CTC Max Chen TEL: 0435 465478 MANZANILLO Ocean Wal Part of boring MANZANILLO ISS LION part ofda MELBOURNE Pics of de - MELBOURNE Firight payable at Number of original Bills of Lading MANZANILLO Marks and ND Quantity and deception of goochs Gross wight by Mensumment, m N/M 1 x 20' CONTAINER STC 5215KG 19. 0M3 BOTTLED FOOD AND BEVERAGES CONT NO: ASDU1234567 SEAL NO: 982314 ECN NO: IS84758394837 Particulars above declared by Shipper Freight and charges charting thief shows are d which being womp ihad to chell to be void AS ABOVE Shippar's declared value of ..... MANZANILLO 12 September 2022 subject to payment of above oura charge Bigned fox as Carrier R + L . Global Shipping imino inwaged of kim oi a can nigs to the poocu and dairy. As apartici only to the CanterProblem with Shipment 4 October 2022, 0800 Max@holyguacamole.com.au To: Nima@NML.gmail.com Hi Nima Just a quick note to let you know that there's a few issues with the beer in the shipment. There is no Leon beer, and double the quantity of Montejo ordered. Thankfully Montejo is our biggest seller. The bigger problem is that most of the bottles of Sante Fe and Carta Blancha have exploded. Perhaps this is due to transportation temperature? Or a fault in manufacturing? Regardless, obviously we are a bit stuck. Please advise Max URGENT: Problem with Shipment 17 October 2022, 0800 Max@holyguacamole.com.au To: Nima@NML.gmail.com Hi Nima We have just realized that we can't use the sauces you sent to us. They are from Costa Rica! Our customers are super-discerning. We have been able to find a buyer, but they are only willing to pay 1/3 of the price that we paid. I was also hoping you might have some news on the problems with the beer I reported on 4 October. Open to your suggestions on where to go from here. Max. Your task You have not received a reply from Nima. However, you were able to gather some information: You have received a note from the manufacturer, of the exploded beer, which confirms that there was nothing wrong with the batch of Sante Fe and Carta Blanche beers sent. You have also received a pre-shipment report - prepared by an independent inspector - which indicates that the Sante Fe and Carta Blanche beers showed signs of having been stored at too low a temperature and the cartons evidenced freezer damage. A few bottles had already lost their tops. Unfortunately, the report was misdelivered. It should have been received at the same time as the Bill of Lading. After meeting with Jules and discussing your issues with some business mentors, you decide that another conciliatory, but a little more formal approach might be needed. Before doing so, your mentors suggest that you fully investigate your position. You made enquiries with your lawyers, but they started talking about court action and the fees they quoted mean that you would prefer to avoid lawyers at this stage