Terms of Foodservice Sale

1. Scope & acceptance

These Terms of Foodservice Sale (“Terms”) apply to all quotes, orders, deliveries, and sales of products by Frisco Baking Company (“Frisco,” “we,” “us,” or “our”), 621 West Avenue 26, Los Angeles, CA 90065, to commercial customers such as restaurants, delis, caterers, institutional food programs, and distributors (“Customer” or “you”).

By requesting a quote, opening an account, placing an order, or accepting delivery, you agree to these Terms. If a signed written agreement between you and Frisco conflicts with these Terms, the signed agreement controls. Terms printed on your purchase orders or other documents do not apply unless we agree to them in writing.

Frisco sells for commercial foodservice and resale use only. We do not sell directly to consumers under these Terms.

2. Commercial accounts & credit

To buy on credit terms, you must complete our commercial account and credit application and receive approval. We may request trade references, a resale certificate, or other business information.

• We set and may change credit limits and payment terms at our discretion based on account history.
• You must tell us promptly about changes to your business name, ownership, billing contact, delivery address, or receiving hours.
• We may place an account on hold, require prepayment, or require payment on delivery if an account is past due or over its credit limit.

3. Quotes & pricing

Quotes are valid for [30] days unless the quote says otherwise. Prices are in U.S. dollars and do not include applicable taxes.

Because our costs for flour, ingredients, packaging, fuel, and labor change, we may adjust prices with at least [14] days’ notice to active accounts. Orders delivered after the notice period are billed at the updated price. Contract pricing agreed in writing stays in effect for its stated term.

4. Orders, cutoffs & minimums

• Order cutoff: orders and changes must be received by [2:00 p.m. Pacific Time] the day before your scheduled delivery. Orders received after the cutoff may move to the next available delivery.
• Standing orders: recurring orders continue until you change or cancel them before the cutoff.
• Minimum order: each delivery must meet a minimum of [$150] or [10 cases], unless your account terms say otherwise. We may add a delivery fee for orders below the minimum.
• Cancellations: because our bread is baked fresh to order, orders cancelled after the cutoff may be billed in full.
• Availability: we try to fill every order completely. If an item is unavailable, we may substitute a comparable product with your approval or short the item and adjust your invoice.

5. Delivery & receiving

We deliver on established routes across Greater Los Angeles, Orange County, San Diego County, the Inland Empire, and Nevada supply corridors. Delivery days and windows are set by route and confirmed for your account.

• You must provide safe, accessible, and staffed receiving during your agreed delivery window, including dock or door access and any codes or instructions.
• If no one is available to receive, we may leave product in a secure location you have approved in writing. Product left this way is considered delivered.
• Delivery times are estimates. We are not liable for delays caused by traffic, weather, road closures, or other events outside our control.
• Deliveries to distributors or pickups at our facility are scheduled by appointment.

6. Title & risk of loss

Title and risk of loss pass to you when the product is delivered to your location, placed in your approved drop location, or picked up by you or your carrier, whichever happens first.

7. Inspection, claims & returns

Please inspect each delivery when you receive it and note any shortages, damage, or incorrect items on the delivery ticket.

• Shortages, damage, or wrong items must be reported within [24 hours] of delivery, with photos where possible.
• Quality concerns must be reported within [24 hours] of delivery for fresh products, or before the “best by” date for partial-bake and frozen products. Please keep the product and packaging for inspection.
• Approved claims are resolved by replacement on the next delivery or by credit to your account, at our option.
• Because our products are perishable, we do not accept returns for unsold product, over-ordering, or changes in your needs, unless we agree in writing.

8. Product quality, labeling & allergens

We warrant that products delivered to you will be wholesome, fit for human consumption, and produced in accordance with applicable federal, state, and local food safety laws at the time of delivery.

Product specifications, ingredient statements, and allergen information are available on request and on product labels. Our facility handles common allergens, including wheat and possibly other major allergens. You are responsible for communicating allergen and ingredient information to your own customers and for any menu descriptions or claims you make.

Sizes, weights, color, and crust may vary slightly from batch to batch because our bread is naturally fermented and hand-finished. Normal variation is not a defect.

9. Storage & handling

After delivery, you are responsible for storing and handling products according to our labels and instructions, including temperature, shelf life, and finishing instructions for partial-bake products. We are not responsible for quality issues caused by improper storage, handling, or preparation after delivery.

10. Samples

Samples and evaluation packs are provided for tasting and menu evaluation. Sample products follow the same quality, allergen, and handling terms as regular orders. Pricing in sample materials is for reference only until confirmed in a quote.

11. Invoices & payment

• Payment terms are [Net 15] from the invoice date for approved credit accounts, or payment on delivery for accounts without credit approval.
• We accept [check, ACH, and major credit cards]. Card payments may include a processing fee where permitted by law.
• Past-due balances may be charged a late fee of [1.5% per month] or the maximum rate allowed by law, whichever is lower.
• You are responsible for reasonable costs of collecting past-due amounts, including collection agency and attorney fees, to the extent permitted by law.
• Please raise any invoice questions within [15 days] of the invoice date. Undisputed amounts must be paid on time.

12. Taxes

You are responsible for any sales, use, or similar taxes that apply to your purchases, unless you provide a valid resale or exemption certificate.

13. Warranty disclaimer & limitation of liability

Except for the warranty in Section 8, products are sold “as is,” and we disclaim all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, to the fullest extent allowed by law.

To the fullest extent allowed by law, our total liability for any claim related to an order is limited to the amount you paid for the specific product involved. We are not liable for lost profits, lost sales, business interruption, or indirect, incidental, special, or consequential damages. Nothing in these Terms limits liability that cannot be limited by law, including liability for personal injury caused by our negligence.

14. Indemnification

You agree to defend and hold Frisco harmless from claims arising from your storage, handling, preparation, labeling, menu descriptions, or resale of our products after delivery, or from your breach of these Terms, except to the extent caused by our own negligence or a defect in our products.

15. Events outside our control

We are not responsible for delays or failures to deliver caused by events beyond our reasonable control, such as natural disasters, severe weather, fires, power or equipment failures, ingredient or supplier shortages, labor disputes, road closures, public health emergencies, or government actions. We will make reasonable efforts to notify you and resume service as soon as possible.

16. Pricing confidentiality

Account pricing, contract terms, and product specifications we share with you are confidential and may not be shared with third parties without our consent, except with your own advisors or as required by law.

17. Suspension & termination

Either party may end an ongoing supply relationship with [30] days’ written notice, unless a signed agreement says otherwise. We may suspend deliveries immediately if your account is past due, if you breach these Terms, or if continuing would be unsafe or unlawful. Amounts owed for delivered products remain due after termination.

18. Governing law & disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Any dispute will be brought in the state or federal courts located in Los Angeles County, California, and both parties consent to that venue. Before filing any claim, both parties agree to try in good faith to resolve the dispute informally for at least 30 days.

19. General

• Changes: we may update these Terms from time to time. Updated Terms apply to orders placed after the “Last updated” date. We will notify active accounts of material changes.
• Entire agreement: these Terms, together with your approved account terms, quotes, and any signed agreement, are the entire agreement for product sales between you and Frisco.
• Severability: if any part of these Terms is found unenforceable, the rest remains in effect.
• No waiver: our failure to enforce any term is not a waiver of our right to enforce it later.
• Assignment: you may not assign your account or these Terms without our written consent.

20. Contact us

For questions about these Terms, your account, or an order, contact our commercial team: