Debate topics: Contracts
1. Issue: breach of contract. Colorado Bicycle Tours & Rental, LLC (CBTR) ordered 75 standard touring class bicycles from BIKE, Inc. (BIKE). The terms and conditions of the purchase are set forth in the contract and accompanying purchase order. Due to a work stoppage over a labor dispute, BIKE’s production of standard touring bicycles was seriously deficient in the months following CBTR’s order placement. Because BIKE was aware of CBTR’s immediate need for bicycles (the contract stated that “time is of the essence”), BIKE shipped 23 discontinued model bicycles, 20 standard touring bicycles and 12 deluxe touring bicycles. While the discontinued bicycles ...view middle of the document...
She reminded Smythe that she had taken a loss on the 12 deluxe bikes, and suggested the parties attempt Mediation to resolve their differences. Reluctantly, Smythe agrees. If you represent CBTR, make your argument to the Mediator for breach of contract by BIKE. If you represent BIKE, argue to the Mediator why BIKE has not breached the contract. The Agreement between the parties is set forth below.
PURCHASE AND SUPPLY AGREEMENT
This PURCHASE AND SUPPLY AGREEMENT (“Agreement”) is made as of this April 15, 2009, (the “Effective Date”) by and between BIKE, Inc. (BIKE) a Pennsylvania corporation, having a principal place of business at 1640 S. Broad Street, Philadelphia, PA 19123 and Colorado Bike Tours and Rental (CBTR), a Colorado Limited Liability Company, having a principal place of business at 1901 E. Asbury, Denver, Colorado, and sets forth the terms and conditions for the sale by BIKE to CBTR of certain bicycles manufactured by BIKE, as more fully set forth below and in Schedule A to this Agreement.
The parties agree as follows:
1.1 Products. As used herein “Products” to be provided means the “standard touring bicycles”, specifications for which are set forth in the BIKE 2009 Catalogue for Commercial Vendors. No other bicycles are applicable to or may be substituted for the standard touring bicycles (Products) under this Agreement without the express written consent of CBTR.
1.2 “Product Order” means written requests submitted to BIKE by CBTR for provision of a certain quantity and type of bicycles within a specified time frame and as set forth in Schedule A attached to this Agreement.
1.3 “Specifications” shall mean the Product descriptions and attributes set forth in Schedule A attached hereto and made a part hereof, which are the descriptions and attributes of the Products as manufactured and sold by BIKE immediately prior to the date hereof.
1.4 “Authorized Representative” shall mean the person signing this Agreement on behalf of each Party with the authority to bind each party to the terms and conditions of this Agreement.
1.5 “Confidential Information” shall mean any CBTR Information or tangible property pertaining thereto that is supplied by CBTR to BIKE or any BIKE Information and tangible property pertaining thereto that is supplied by BIKE to CBTR. Any CBTR Information or BIKE Information disclosed in writing shall be deemed Confidential Information only if marked "Confidential." Any CBTR Information or BIKE Information disclosed orally shall be deemed Confidential Information only if reduced to writing and a copy marked "Confidential" is provided to the receiving party within thirty (30) days of the date of oral disclosure.
2. Manufacture and Purchase of Product
2.1 BIKE shall be CBTR’s exclusive supplier of Products for sale by CBTR during the term of this Agreement.
2.2 Notwithstanding the foregoing, if, during the...