Terms and Conditions

                                             The following provisions set forth the terms and conditions on which Bread Los Angeles sells its products.

                1. Terms of Sale: Purchase of any products sold by Bread Los Angeles shall be subject to and expressly limited by, the
terms and conditions contained herein. No changes to, waiver of, or addition to any of these, terms and conditions
shall be effective unless agreed to in writing and signed by Bread Los Angeles. Client acknowledges and agrees that
these terms and conditions supersede the terms and conditions of any purchase order or other documentation used
by Client and, except for delivery and billing addresses, and quantities prices and items ordered, any conflicting or
additional terms are void and have no effect, but that Client may place orders by use of purchase orders and other
documentation for its convenience purposes only. Notwithstanding the foregoing, Bread Los Angeles reserves the
right at any time to amend these terms and conditions, and publish the most recent version of this document on its
website at www.breadlosangeles.com for viewing by its clients. Client shall be deemed to accept such amended
terms and conditions by ordering products herein offered after the date of such amendment.

                2. Minimum Order Charge: All orders will be subject to a minimum order value (MOV) test, the amount of which is
determined by Bread Los Angeles and modified from time to time as deemed necessary without prior notice to Client.
Invoices with a value less than MOV will be subject to a minimum order charge representing the difference between
the value of the actual order, excluding delivery service charge, and the MOV. We encourage our clients to order
products in packaged quantities defined by Bread Los Angeles to avoid the minimum order charge.

                3. Delivery Service Charge: Orders received for a value of less than $80.00 will be subject to a delivery service charge
defined by Bread Los Angeles to recover certain administrative and delivery costs. Such charges are modified weekly,
up or down, as deemed necessary by Bread Los Angeles without prior notice to Client. It is Client’s responsibility to
inspect the delivery documents or invoices to remain informed of the DSC fluctuations. When expedited delivery,
specialized service, or alternate transportation modes are requested, or if requests are inconsistent with efficient
distribution practices, an additional charge to cover the premium expense will be added to the invoice. Inside
deliveries or multiple deliveries are subject to additional charges based on current common carrier rates or hourly
rates.

                4. Prices: All pricing quotes or brochures indicating product prices are firm for 30 days. Due to unforeseen fluctuations
in the price of ingredients in recent years, Bread Los Angeles reserves the right to change the prices and specifications
of its products at any time without notice.

                5. Payment: Payment terms are net 7 days from date of invoice. Credit card payments will not be accepted without
prior approval from Bread Los Angeles. Client’s obligation to pay outstanding invoices and all other amounts is
absolute and unconditional and is not subject to any commissions, abatement, reduction, set-off, defense,
counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due
date are subject to a interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until
paid. Any discounts, rebates, administrative fees, credits, or other fees taken by Client or its agents, representatives,
or intermediaries will remain payable and the responsibility of the Client, unless otherwise agreed between Client and
Bread Los Angeles. All billing disputes must be made by Client within 24 hours of the invoice date, or will be deemed
to be waived. If Bread Los Angeles agrees with the billing dispute, Bread Los Angeles will credit Client the amount of
the agreed-upon billing dispute. Bread Los Angeles reserves the right in its sole discretion to extend credit, modify the
payment terms, or require prepayment from any Client at any time and may refuse to sell and/or withhold further
shipment until all overdue balances are made current. Client shall be liable for, and shall reimburse Bread Los Angeles
for all costs and expenses it may incur in connection with collection of any amounts owed to Bread Los Angeles or
enforcement of its rights, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and cost
of collection agencies.

http://www.breadlosangeles.com/

Bread Los Angeles

1527 Beach Street, Montebello, CA 90640
Tel: (323) 201-3953 Fax: (323) 201-3958

. Bread Los Angeles will provide signed proof of delivery upon request provided Client has an
agent receiving the goods delivered to a mutually agreed person or location. Bread Los Angeles may charge a service
fee to offset its administrative costs if excessive proofs of delivery are requested. In absence of any receiving
agent/representatives, Client hereby agrees to consider the goods delivered upon presentation of pertinent
documents such as invoices, statements, etc. and promises to settle such invoices in a timely manner without
requiring additional proof of delivery.

                7. Return Policy: Product returns are subject to the following conditions:

 - All claims must be made within 24 hours of the delivery date
 - Credits for returned goods are issued conditioned upon Bread Los Angeles’ inspection and approval of such
returns including return of products shipped in error
 - All returns are subject to a 25% handling charge, if not disputed within 24 hours
 - Certain products are not eligible for return credit. These are: i) Products that have deteriorated because of
improper handling, abuse, or other factors by Client. ii) Special products made to Client’s specification. If
Bread Los Angeles determines, in its discretion, that any returned goods are not eligible for return due to any
of the reasons provided above, Client will not receive a credit.

                8. Warranty: Bread Los Angeles makes no representation or warranty of any kind, expressed or implied, with respect
to any products provided or ingredients used by Bread Los Angeles, including but not limited to, the implied
warranties of merchantability and fitness for a particular purpose. Client must instead, inform its clients of any risks in
consuming such products, including dairy products, olives, walnuts, raisins, and other ingredients used in
manufacturing specialty items. In addition products distributed but not manufactured by Bread Los Angeles are not
warranted by Bread Los Angeles and Client must instead inform its clients of any risks in consuming such products and
rely on the representations and warranties, if any, provided directly to Client by the manufacturer of such products
and ingredients. All warranties for perishable products shall expire as of product invoicing date plus 24 hours. Bread
Los Angeles’ warranty shall not apply if a product is not stored, maintained and used in accordance with applicable
local food maintenance rules recommended or mandated by local health authorities and Bread Los Angeles.

                9. Miscellaneous: These terms and conditions bind Client and its successors and assigns. Bread Los Angeles will use its
reasonable efforts to fill orders, but Bread Los Angeles shall not be liable for nonperformance or delays caused by a
shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies
or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes
beyond its reasonable control. Client agrees that in such events Bread Los Angeles may allocate products among all
purchasers as it deems reasonable, without liability. Bread Los Angeles reserves the right from time to time to
substitute a product with a product that has the same function as such product, or to discontinue a product. The
products are sold subject to California law. These terms and conditions and any dispute or claim relating to them or
the sale of products (“Claim”) shall be governed by and construed under California law, notwithstanding its law of
conflicts of law. Bread Los Angeles shall promptly deliver written notice or verbal, followed by written, notice of any
recall of products. Should the recall require products be removed from the market, Bread Los Angeles shall, to the
extent reasonably possible and at Bread Los Angeles’ option, replace any such recalled products as soon as
practicable with comparable products not subject to such recall. Client may not change, adulterate, obscure, remove
or deface trademarks, trade names or labels appearing on any product of Bread Los Angeles. Bread Los Angeles shall
not in any event be liable to Client for any indirect, incidental, special, punitive or consequential damages (including
any damage for lost profits), or otherwise arising out of or in connection with furnishing of products, or the
performance, use of, or inability to use any products, whether based in contract, warranty, tort, including, without
limitation, negligence, or any other legal or equitable theory. Bread Los Angeles’ total liability for any claim or action
shall not exceed the purchase price of the products out of which such claim or action arose. Any required notices shall
be given in writing, in the case of Bread Los Angeles, at the address set forth above, and in the case of Client, at the
address designated on Client’s purchase order or to such other address as either party may substitute by written
notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following
deposit in the mail.