Greenwood Healthcare Pty Ltd (“Greenwood”) owns a medical facility in Brisbane. It also owns a warehouse at Wacol where it stores all the materials necessary to run its facility. Greenwood wants to enter into a contract for the supply of products from HCP Pty Ltd (HCP) a corporation that specialises in the sale of chemicals suitable for use in hospitals and aged care facilities. In particular Greenwood wants to purchase bulk supplies of hospital grade disinfectant and glass cleaner. The agreement is for HCP to supply the following products on the first business day of each month: 1. D2 Disinfectant – 1,000 litres at $2000 2. G5 Glass cleaner – 500 litres at $1000 While the agreement is for a period of 1 year commencing on 1 January 2020, Greenwood does require the right to end the contract early if it sells its business. Greenwood requires delivery of the products to its Wacol warehouse at 7 Mica Street which is staffed from 7am to 3pm Monday to Friday. HCP staff must comply with the directions of warehouse staff. HCP requires payment within 7 days from the date Greenwood receives an invoice. If there is any error in an invoice, Greenwood is to notify HCP. Greenwood may withhold payment of the disputed portion of the invoice until the dispute is resolved. Greenwood requires an acknowledgement from the supplier that the products are safe and suitable for use in hospitals. Greenwood also requires the supplier to hold insurance to cover any defects in the goods and also public liability insurance. Insurance should be for not less than $20 million for each event. HCP has confirmed it has this insurance. Greenwood wants a written contract that incorporates these matters. Your boss will prepare a contract but you are asked to use the above information to draft some clauses to be included. You are required to: 1. Draft a clause that would be considered an essential term (or condition) in the supply contract between Greenwood and HCP; (2 marks) 2. Draft a clause that would be considered an intermediate term in the supply contract between Greenwood and HCP; (2 marks) 3. Draft a clause that would be considered a warranty in the supply contract between Greenwood and HCP; (2 marks) 4. Draft a clause that would be considered a condition subsequent in the supply contract between Greenwood and HCP ; (2 marks) 5. Provide Greenwood with a summary of the theory that underpins these types of clauses including the differences between them and the reason why you drafted the clauses as you did. In your answer, you should provide a definition of an essential term, an intermediate term, a warranty and a condition subsequent. You should include reference to the important Australian case authorities in this area. Please do not refer to legislation in your response. (12 marks)



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