Niagara's Best Organic Foods Wholesale Distributors Ltd (Niagara's Best) distributes organic fruit, vegetables. and other organic...

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Niagara's Best Organic Foods Wholesale Distributors Ltd ("Niagara's Best") distributes organic fruit, vegetables. and other organic products to several stores in Toronto. On September 1, Niagara's Best entered into a one-year contract with Organics for You ("Organics"), an upscale specialty food shop. The contract was negotiated by Anton Kokovski, president of Niagara's Best, and Ying Li, sales manager of Organics. Under the terms of the contract, Niagara's Best is to supply a minimum weekly quantity of products to Organics, Niagara's Best is to deliver two cases each of seven varieties of organic fruit and vegetables, two cases each of two types of packaged organic pasta, and two cases of pasta sauce, for a total of 20 cases of goods (the "quota"), to Organics on the first day of every week. Organics agrees to pay Niagara's Best $500 for each weekly shipment, payable within 14 days of delivery. If Organics wants to add more cases or to order fewer cases than the regularly scheduled quota, it must provide Niagara's Best with notice of the change at least two business days before the scheduled delivery date. Below are a number of additional terms or clauses contained in the contract between Niagara's Best and Organics. a. What categories of typical business contract terms does each of the following fall into? . This contract will automatically terminate in the event that Organics orders less than the quota for four consecutive weeks. f Niagara's Best fails to deliver the weekly supply of products to Organics on or before the first day of each week, Niagara's Best shall pay Organics $100 for each day that the delivery is late "Niagara's Best shall not be liable to Organics in respect of any losses, damages, costs, or claims resulting from circumstances that are not within the control of Niagara's Best . "This is the entire agreement between the parties, covering everything agreed or understood in connection with the subject matter of this transaction. No oral promises, conditions, warranties, representations. understandings, or interpretations were relied on by either party to execute this contract • Except as otherwise provided in this contract, Niagara's Best's liability shall include all damages proximately caused by the breach of any condition or warranty in this contract or negligent conduct on the part of Niagara's Best but such liability shall in no event include any indirect, incidental, or consequential damages, including any loss of profit" "Weekly shipment price $500 1 Price is set on a sliding scale and will be automatically adjusted to reflect fluctuations exceeding 10 percent in costs associated with delivering the product Niagara's Best employs Sam Singh on a part-time basis to help with deliveries. On October 3, Sam accompanies the company president for the weekly delivery of 20 cases of organic foods to Organics. Sam and Anton arrive at Organics at approximately 4:30 p.m. The cases are unloaded into a storeroom at the back of the store. Sam inadvertently stacks the cases too high. They tip over, knocking over a 10-gallon drum of organic cooking oil that spills onto the floor of the storeroom and seeps into the rest of the store, creating a slippery mess. Organics is forced to close down for the remainder of the day while the spill is cleaned up. The cost of cleaning up and replacing products damaged by the oil is $1,200. In addition, Organics estimates that it lost $1,500 in profits because it was closed during its busiest time of the day. b. What impact do the problems associated with the October 3 delivery have on the continuation of the contract? c. Discuss the terms of the contract. Are they fair? Are they sufficient? Would you suggest any changes or additions to the contract on behalf of either party? Niagara's Best Organic Foods Wholesale Distributors Ltd ("Niagara's Best") distributes organic fruit, vegetables. and other organic products to several stores in Toronto. On September 1, Niagara's Best entered into a one-year contract with Organics for You ("Organics"), an upscale specialty food shop. The contract was negotiated by Anton Kokovski, president of Niagara's Best, and Ying Li, sales manager of Organics. Under the terms of the contract, Niagara's Best is to supply a minimum weekly quantity of products to Organics, Niagara's Best is to deliver two cases each of seven varieties of organic fruit and vegetables, two cases each of two types of packaged organic pasta, and two cases of pasta sauce, for a total of 20 cases of goods (the "quota"), to Organics on the first day of every week. Organics agrees to pay Niagara's Best $500 for each weekly shipment, payable within 14 days of delivery. If Organics wants to add more cases or to order fewer cases than the regularly scheduled quota, it must provide Niagara's Best with notice of the change at least two business days before the scheduled delivery date. Below are a number of additional terms or clauses contained in the contract between Niagara's Best and Organics. a. What categories of typical business contract terms does each of the following fall into? . This contract will automatically terminate in the event that Organics orders less than the quota for four consecutive weeks. f Niagara's Best fails to deliver the weekly supply of products to Organics on or before the first day of each week, Niagara's Best shall pay Organics $100 for each day that the delivery is late "Niagara's Best shall not be liable to Organics in respect of any losses, damages, costs, or claims resulting from circumstances that are not within the control of Niagara's Best . "This is the entire agreement between the parties, covering everything agreed or understood in connection with the subject matter of this transaction. No oral promises, conditions, warranties, representations. understandings, or interpretations were relied on by either party to execute this contract • Except as otherwise provided in this contract, Niagara's Best's liability shall include all damages proximately caused by the breach of any condition or warranty in this contract or negligent conduct on the part of Niagara's Best but such liability shall in no event include any indirect, incidental, or consequential damages, including any loss of profit" "Weekly shipment price $500 1 Price is set on a sliding scale and will be automatically adjusted to reflect fluctuations exceeding 10 percent in costs associated with delivering the product Niagara's Best employs Sam Singh on a part-time basis to help with deliveries. On October 3, Sam accompanies the company president for the weekly delivery of 20 cases of organic foods to Organics. Sam and Anton arrive at Organics at approximately 4:30 p.m. The cases are unloaded into a storeroom at the back of the store. Sam inadvertently stacks the cases too high. They tip over, knocking over a 10-gallon drum of organic cooking oil that spills onto the floor of the storeroom and seeps into the rest of the store, creating a slippery mess. Organics is forced to close down for the remainder of the day while the spill is cleaned up. The cost of cleaning up and replacing products damaged by the oil is $1,200. In addition, Organics estimates that it lost $1,500 in profits because it was closed during its busiest time of the day. b. What impact do the problems associated with the October 3 delivery have on the continuation of the contract? c. Discuss the terms of the contract. Are they fair? Are they sufficient? Would you suggest any changes or additions to the contract on behalf of either party?

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a The categories of typical business contract terms for each statement are as follows 1 Termination Clause This contract will automatically terminate in the event that Organics orders less than the qu... View the full answer