Terms of Service

1.GENERAL

1.1 Bread Street Boys Bakery of 2710 S Rigsbee Dr Suite #A, Plano, TX 75074, United States (“Bread Street Boys”, “we”, “us”, “our”) contracts with its customers (‘The Customer”) subject to and upon the following Terms of Service (“Terms”) which shall govern the sale of our Bakery Products and Artisan Pizza (“Goods”) and the provision of any services to be provided in connection with the Goods, exclusively, notwithstanding any terms and conditions (whether oral or written) or purported variations containing on any Order or correspondence submitted by the Customer to Bread Street Boys except where variations are specifically accepted in writing by a duly authorized officer of Bread Street Boys.

1.2 All orders are subject to acceptance by Bread Street Boys. No employee or agent of Bread Street Boys has authority to vary, add to or depart from these general conditions of sale or to make any representations in relation to the Goods sold or any services provided hereunder of the contract made herein.

2.DELIVERY

2.1 Wholesale Order Delivery

2.1.1. Bread Street Boys shall endeavor to keep to any stated despatch, delivery date but no liability is accepted for loss, damage or expense resulting from any delay in the same whether such delay shall be caused by circumstances, over which Bread Street Boys has control or otherwise.

2.1.2. On leaving the premises of Bread Street Boys, all risks whether insurable or otherwise relating to the Goods shall pass to the Customer irrespective of whether or not the cost of transportation of the Goods is payable by the Customer or whether or not the Goods are to be commissioned or installed by Bread Street Boys, unless otherwise agreed in writing.

2.1.3. Each part delivery or installment of the Goods shall be deemed to be sold under separate contract and no default by Bread Street Boys in respect of any part delivery or installment shall entitle the Customer to treat the contract as repudiated in regard to any balance or installment remaining deliverable.

2.2 Pizzeria Order Pickup and Delivery

2.2.1. Pickup. When you place your order, you will be prompted to select a pickup window. Your Order will be processed and ready for pickup during that time frame. When you arrive at our premises, follow the directions for the Pickup Area. If necessary, a phone number to reach us will be provided in the Pickup Area. You will be required to pick up the order from our order pick up area in the front. We may ask you to present your order confirmation number or order proof and governmentally-issued photo identification and the payment card used for your order.

2.2.2 Home Delivery. Your Order will be processed by us and one of our delivery providers will deliver your Order to your designed delivery address and is subject to the Terms of Service of the by you selected delivery provider.

2.2.3 Physical or verbal abuse of any kind will not be tolerated. We and/or our delivery providers reserve the right to refuse delivery to anyone who is rude, disrespectful, aggressive, confrontational, harassing, discriminatory, threatening, abusive, or inappropriate or if the delivery provider believes that delivery of your Order poses a risk to the safety of delivery provider, any equipment used by the delivery provider, or the delivery provider’s vehicle.

3.PRICES AND SPECIFICATIONS

Bread Street Boys reserves the right to alter its prices as well as the specifications, types or quality of the Goods at any time. We do our best to ensure that the information and pictures about Products are accurate and up to date. However, we do not guarantee that there will be no errors in the information and pictures and/or pricing of the Goods, or that Goods will always be available if you wish to place an Order to purchase them.

The Goods are sold subject to prices and conditions ruling at the time of invoice. The placement of an Order and its acknowledgement by Bread Street Boys shall not be construed as acceptance at any particular price.

4.TERMS OF PAYMENT

4.1 The terms of payment shall be payable by the Customer to Bread Street Boys upon placing the Order unless otherwise expressly agreed in writing.

4.2 In case of Wholesale Customers, Bread Street Boys reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Wholesale Customers. Upon contravention of the agreed terms, Bread Street Boys shall be entitled, upon notification to the Wholesale Customer, to charge interest on overdue balances from the date on which payment was due until the date on which payment in full is received by Bread Street Boys.

5.RESERVATION OF TITLE

5.1 All Goods supplied by Bread Street Boys to the Customer shall, notwithstanding delivery, remain the property of Bread Street Boys until the entire of the purchase price and all other sums due by the Customer to Bread Street Boys have been paid in full without any reduction or determent on account of any dispute or counterclaim whatsoever and until such full payment the Customer shall hold the Goods and all products incorporating the same in trust for Bread Street Boys. If any amount owing by the Customer to Bread Street Boys is overdue, Bread Street Boys may without prejudice to any of its other rights or remedies repossess and resell any or all of such Goods and may enter upon the Customer’s premises for that purpose.

5.2 The provision of this Clause 5 shall not entitle the Customer either to refuse or delay payment on the grounds that the property in the Goods supplied is by Bread Street Boys as aforesaid to require Bread Street Boys to accept return of the Goods.

5.3 The Customer shall not be entitled to pledge or create any lien, charge or other encumbrance whatsoever over the Goods but, subject as aforesaid, may deal with the Goods in the ordinary course of trade unless and until Bread Street Boys takes any steps to repossess some or any part thereof pursuant to the provisions of this clause.

5.4 In case of Wholesale Customers, where the Wholesale Customer sells the Goods or otherwise deals with them (whether or not in the ordinary course of trade) before the full price of the Goods has been paid to Bread Street Boys, the Wholesale Customer has a fiduciary duty to account to Bread Street Boys for the proceeds and must retain such proceeds in a separate account in trust for Bread Street Boys.

5.5 Bread Street Boys may without prejudice to the foregoing and as part of the consideration for the sale of the Goods require the Wholesale Customer to assign any claim which the Wholesale Customer may have against any third party who may have purchased the Goods whether in respect of the proceeds of sale or otherwise.

5.6 In the event of the Wholesale Customer having a receiver or liquidator appointed, the Wholesale Customer’s right of resale shall automatically terminate.

5.7 Notwithstanding the provisions hereof all risks whether insurable or otherwise relating to Goods supplied by Bread Street Boys to the Customer shall pass to the Customer upon delivery.

6.SET OFF (Wholesale Customers)

In case of Wholesale Customers, Bread Street Boys shall be entitled at any time whatsoever, without notice to the Wholesale Customers, to set-off amounts due on any account whatsoever by Bread Street Boys to the Wholesale Customers against amounts due on any account whatsoever to Bread Street Boys by the Wholesale Customers.

7.CLAIMS

The Customer shall inspect the Goods immediately upon delivery thereof. As a condition precedent to recovery for total or partial loss of or defects or shortage in or damage to any Goods supplied hereunder every claim for same must be notified immediately by the Customer after the receipt of such Goods by or-on behalf of the Customer and the Customer must also preserve whatever rights of action it may have against third parties in respect of such loss, defects or damage to the Goods. Goods which are subject of a claim under this clause must be returned within 24 hours of delivery.

8.WARRANTY

8.1 Subject as hereinafter provided, Bread Street Boys warrants that all Goods supplied hereunder are at the date of despatch free from defects however that its sole liability to the Customer shall be limited to making good or, if necessary, replacing any Goods which shall, by consent with Bread Street Boys, be returned to Bread Street Boys or its duly authorized representative within 24 hours of delivery and proved it is clearly established that such goods were in fact defective at the time of despatch.

8.2 No warranty whatever is given or shall be implied that the Goods are suitable in size, shape, quality, capacity or otherwise for the purpose for which the Goods are bought and Bread Street Boys shall not be liable for any damage arising by reason of unsuitability of the Goods for the particular purpose for which the same may have been used.

8.3 The Customer shall be responsible for any expenses of transportation, labor and other costs which may be involved in relation to any claim hereunder save to such extent as Bread Street Boys may agree in writing in any particular case.

8.4 The foregoing warranty does not extend to any Goods which have been accidentally damaged or which have been neglected or used in any way so as to adversely affect their reliability or quality or uses under normal conditions.

8.5 Bread Street Boys gives no warranty whatever in respect of its Goods except the foregoing warranty which is given expressly in lieu of and, subject to the provision of Clause 8.2, excludes all other conditions warranties or representations as to quality, fitness or suitability whether express, implied, collateral or statutory

8.6 In the event of there being any dispute as to whether or not the Goods are defective at the time of despatch or as to the case of any defect Bread Street Boys shall be entitled to apply or have applied such tests as may be necessary but Bread Street Boys shall not be responsible for any loss occurring or for any damage to the Goods or to any other Goods, occasioned by or in the case of such tests.

8.7 Notwithstanding that sample of the Goods has been exhibited to and inspected by the Customer it is hereby agreed and declared that such sample was so exhibited and inspected solely to enable the Customer to Judge for himself the quality of the bulk and not so as to constitute a sale by sample under this contract. The Customer shall take the Goods at his own risk as to their corresponding with the same sample and/or as to their quality, condition or fitness for any purpose.

8.8 Where a claim arises under this warranty the Customer shall furnish within seven days thereof all details of the claim to Bread Street Boys by prepaid registered post addressed to Bread Street Boys’s Sales Manager at the address specified on the face of the invoice and every claim shall specify the date and place of purchase, the date on which the Goods were despatched, the circumstances in which the alleged defect(s) became apparent and such further details as maybe relevant to the claim or requested by Bread Street Boys.

9.LIMITATION OF LIABILITY

Bread Street Boys shall have no liability for indirect or consequential loss, damage, injury or expense however arising it is also understood that Bread Street Boys shall have no liability for injury, death, loss, damage or expense resulting from defective Goods or services supplied hereunder, as liability being strictly limited to its warranty obligations hereunder. Bread Street Boys’s liability in such cases is strictly limited to its warranty obligations hereunder.

10.FORCE MAJEURE

Bread Street Boys shall not be liable to the Customer for any loss, damage, injury or expense whatsoever arising or resulting from Acts of God, government orders, strikes, lockouts or other industrial action, inability to secure labor, materials or supplies at commercially justifiable rates, accidents, plant breakdowns, war, civil commotion or any other circumstances (whether of the foregoing class or not) beyond the control of Bread Street Boys and every contract with the Customer is subject to cancellation, variation or suspension by Bread Street Boys as may be necessary due to force majeure.

11.INDEMNITY

The Customer shall at all times keep Bread Street Boys indemnified against any claims for loss, damage, expense, injury or death to third parties arising out of or connected with the subject matter of the contract herein contained with the Customer and the Goods or services supplied hereunder.

12. OTHER IMPORTANT TERMS

12.1 We may transfer our rights and obligations under these terms and conditions to another organization, but this will not affect your rights or obligations under these terms and conditions.

12.2 You may only transfer your rights or your obligations under these terms and conditions to another person if we agree in writing.

12.3 No joint venture, partnership or agency or employment relationship has arisen by reason of these terms and conditions.

12.4 These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions or any document expressly referred to in it.

12.5 If we fail to insist that you perform any of your obligations under these terms and conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.6 If a dispute, controversy, or claim arises out of or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation, or a similar dispute resolution service. If the Parties are unsuccessful at resolving the dispute through mediation, the Parties agree to arbitration, or a similar dispute resolution service. Judgment on the Award may be entered in any court having jurisdiction. Any Party, before or during any arbitral proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitral proceedings.

12.7 Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.8 These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the laws of the state of Texas.

12.9 Subject to the provisions of Clause 12.6, if such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Plano, TX.