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Terms of Sale

Effective Date: 03/19/2026

Definitions

Accept and Acceptance means the Product has been delivered to Buyer’s location and the applicable Inspection Period has expired without timely notification of Nonconforming Product.
“Agreement” means these Terms of Sale, the terms and conditions of the Credit Application and the Orders.

“Buyer” means the person, firm, or company named in the Credit Application, Order, or other purchasing document.

“Credit Application” means the credit application submitted by Buyer to open an account with Lyon Bakery.

“Order” means a one-time or standing order placed by Buyer with Lyon Bakery, including any purchase order (solely to the extent of quantity and selection of Product(s)) issued by Buyer to Lyon Bakery, for the purchase of Product(s) from Lyon Bakery.

“Product” means those products or goods described or specified in an Order or other purchasing document.

“Lyon Bakery” means Lyon Bakery, Inc.

“Terms of Sale” means this document found at _____, as updated by Lyon Bakery from time to time.

This Agreement governs the purchase of Products by Buyer from Lyon Bakery and constitutes the entire, integrated agreement between the parties with respect to the subject matter of this Agreement. If a conflict arises in this Agreement, these Terms of Sale shall prevail over the Credit Application or an Order unless otherwise expressly agreed to by the parties. Upon approval of Buyer’s Credit Application, Lyon Bakery will issue a letter to Buyer which shall outline, as defined in the Credit Application, the Minimum Delivery Order and Minimum Monthly Order requirements, payment terms, and confirmation of the agreed-upon Preferred Delivery Window (the “Welcome Letter”). Lyon Bakery objects to, and the parties shall not be bound by, any additional or different terms in any purchase order, portal, or other communication from Buyer and this Agreement prevails over any preprinted terms and conditions contained in any order or other document provided by Buyer. Such additional or different terms shall be deemed a material alteration of the Agreement and deemed void and unenforceable unless otherwise agreed to in a signed amendment to this Agreement by authorized representatives of both parties. The parties expressly disclaim the application or incorporation of the Uniform Commercial Code to any Order. Buyer’s execution of the Credit Application and Buyer’s order for any Products, whether communicated to Lyon Bakery verbally, in writing, by electronic data interface, by other electronic commerce, or any other communication requesting Lyon Bakery’s Products or indicating Buyer’s willingness to order Products, shall constitute acceptance of this Agreement. Lyon Bakery’s willingness to sell Products to Buyer is expressly conditional on Buyer’s assent to this Agreement.

Buyer shall purchase from Lyon Bakery the Product(s) set forth on an Order in the quantities and at the Prices (as defined in Section 7) and upon the terms and conditions set forth in this Agreement. Buyer agrees that any terms and conditions listed on a purchasing documentation other than Lyon Bakery’s terms and conditions included on the Credit Application and these Terms of Sale shall not apply. Notwithstanding anything to the contrary, Lyon Bakery reserves the right to refuse to accept an Order for any or no reason.

Unless otherwise agreed to by the parties, Lyon Bakery will use commercially reasonable efforts to deliver the Product within the Preferred Delivery Window, as listed in the Welcome Letter, subject to availability of finished Product. All Product(s) shall be delivered to the address specified in the Credit Application, unless otherwise agreed to by the parties (the “Delivery Point”). Title and risk of loss pass to Buyer upon delivery of the Product at the Delivery Point.

Lyon Bakery shall be responsible for packaging, loading and delivering the Products in a manner reasonably sufficient to prevent damage and loss to the Products during delivery, however, Lyon

Bakery shall not be responsible for any delays, loss, or damage in transit.

Lyon Bakery may, in its sole discretion, without liability or penalty, make partial deliveries of Product to Buyer. Each delivery will constitute a separate sale, and Buyer shall pay for the units delivered whether such delivery is in whole or partial fulfillment of the quantity purchased under this Agreement.

If for any reason Buyer fails to Accept delivery of any of the Product that was ordered by Buyer, or if Lyon Bakery is unable to deliver the Product because Buyer has not provided appropriate instructions, documents, or authorizations: (i) risk of loss to the Product shall pass to Buyer; (ii) the Product shall be deemed to have been delivered; and (iii)_ Lyon Bakery may discard the Products in accordance with Lyon Bakery’s food safety protocols.

The quantity of any delivery of Products as recorded by Lyon Bakery on dispatch from Lyon Bakery’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Lyon Bakery shall not be liable for any non-delivery of Product (even if caused by Lyon Bakery’s negligence) unless Buyer gives written notice to Lyon Bakery of the non-delivery within twenty-four (24) hours of Preferred Delivery Window when the Products would have been received. Provided that Buyer has timely notified Lyon Bakery of the non-delivery as described above, Lyon Bakery’s sole obligation and Buyer’s sole remedy for non-delivery of the Product shall be limited to delivering the Product within a reasonable time or adjusting the invoice respecting such Product to reflect the actual quantity delivered.

Buyer shall inspect the Product within twenty-four (24) hours from receipt (“Inspection Period”). Buyer will be deemed to have Accepted the Product unless it notifies Lyon Bakery in writing of any Nonconforming Product during the Inspection Period and furnishes such written evidence or other documentation, including photographs, as required by Lyon Bakery. “Nonconforming Product” means only the following: (i) the Product delivered is different than identified in the applicable Order; (ii) the Product’s label or packaging incorrectly identifies its contents; or (iii) the Product has quality issues, such as mold or other detectable deformities. No claims for shortages will be allowed unless reported to Lyon Bakery within the Inspection Period. Any claim or action against Lyon Bakery based upon breach of contract or any other theory, including tort, negligence, or otherwise must be commenced within twelve (12) months from the date of the alleged breach or other alleged event, without regard to the date of discovery.

If Buyer timely notifies Lyon Bakery of any Nonconforming Product during the Inspection Period, Lyon Bakery shall, in its sole discretion, (i) replace such Nonconforming Product with conforming Product at no cost to Buyer, or (ii) credit or refund the Price of such Nonconforming Product. Upon Lyon Bakery’s acknowledgment of Nonconforming Product, Lyon Bakery shall direct Buyer to either hold at its location, at its expense and risk of loss, the Nonconforming Product for Lyon Bakery to pick up or provide evidence of destruction of the Nonconforming Product. If Lyon Bakery exercises its option to replace Nonconforming Product, Lyon Bakery shall deliver to Buyer, at Buyer’s expense, replacement Product to the Delivery Point.

Buyer acknowledges and agrees that the remedies set forth in Section 6(a) are Buyer’s exclusive remedies for the delivery of Nonconforming Product or other breach of this Agreement by Lyon Bakery. Except as provided under Section 6(a), all sales of Product to Buyer are made on a one-way basis and Buyer has no right to return Product purchased under this Agreement to Lyon Bakery.

Buyer shall purchase the Product from Lyon Bakery at the price[s] set forth by Lyon Bakery (the “Price[s]”). Lyon Bakery may increase the Price in its discretion by providing thirty (30) days’ advance written notice (email is sufficient) to Buyer. Price increases shall apply to all Orders received after the effective date of the applicable price increase, and Buyer shall be billed by Lyon Bakery on the basis of such increased Price. Notwithstanding the foregoing, the billed amount may vary by $0.01 higher or lower per unit than the Price due to varying rounding

methodologies within Lyon Bakery’s technology and Buyer agrees that such variation, should it be higher, will not be considered an increase in Price. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided that Buyer shall not be responsible for any taxes with respect to, Lyon Bakery’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

Unless otherwise stated in the Welcome Letter (which shall prevail in the event of a conflict), Buyer shall pay all invoiced amounts due to Lyon Bakery within seven (7) days from the date of Lyon Bakery’s invoices. Buyer shall make all payments hereunder ACH or credit card, unless otherwise agreed upon in writing by the parties, in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily from the original due date and compounded monthly. Buyer shall reimburse Lyon Bakery for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Lyon Bakery may change the payment terms, and revoke or shorten any payment periods previously granted to Buyer in Lyon Bakery’s sole determination. All sales are contingent upon credit approval and full payment for all purchases is due as described herein with no right of deduction or set-off. Buyer may not withhold payment of any amounts due and payable as a deduction, set-off or recoupment of any amount, claim or dispute with Lyon Bakery, regardless of whether relating to Lyon Bakery’s breach, bankruptcy, or otherwise. Buyer does not have the right to suspend or withhold payment of the full amount due under any circumstances.

Lyon Bakery may immediately suspend, without liability, performance under any Order if Buyer, in Lyon Bakery’s reasonable opinion, fails to comply with any of the terms of this Agreement or an Order, if Buyer’s financial position changes or becomes a credit risk, or if any unsafe or unsanitary conditions or hazardous materials are encountered at Buyer’s Delivery Point.

Lyon Bakery warrants to Buyer that for twenty-four (24) hours from the date of delivery of the Product (“Warranty Period”), such Product will conform to the applicable product specification sheet and allergen statement in effect as of the date of this Agreement. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, LYON BAKERY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT(S), INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Buyer acknowledges that, unless otherwise stated in the applicable product specification sheet, the Products have no preservatives to extend their shelf life and must be consumed promptly after delivery.

Lyon Bakery shall not be liable for a breach of the warranty set forth in Section 10(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Lyon Bakery no later than within twenty-four (24) hours of delivery of the Product; (ii) Lyon Bakery is given a reasonable opportunity after receiving the notice to examine such Product or, in Lyon Bakery’s sole determination, Lyon Bakery receives sufficient evidence of the alleged defect; and (iii) Lyon Bakery reasonably verifies Buyer’s claim that the Product(s) are defective.

Notwithstanding the foregoing, Lyon Bakery shall not be liable for a breach of the warranty set forth in Section 10(a) if: (i) Buyer makes any further use of such Product(s) after giving such notice, including selling such Product(s); (ii) the defect arises because Buyer failed to follow Lyon Bakery’s oral or written instructions as to the storage, handling, or use of the Product(s); or (iii) Buyer alters such Product(s) without the prior written consent of Lyon Bakery.

Subject to Section 10(b) and Section 10(c) above, with respect to any such Product during the Warranty Period, Lyon Bakery shall, in its sole discretion, either: (i) replace such Product or (ii) credit or refund the price of such Product at the pro-rata contract rate provided that, if Lyon Bakery so requests, Buyer shall make the Product available for pick-up by Lyon Bakery.

THE REMEDIES SET FORTH IN SECTION 10(d) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND LYON BAKERY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(a).

IN NO EVENT SHALL LYON BAKERY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT LYON BAKERY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL LYON BAKERY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF THE TOTAL OF THE AMOUNTS PAID TO LYON BAKERY UNDER THE ORDER FOR THE PRODUCT(S) GIVING RISE TO LIABLITY SOLD HEREUNDER OR $500.

Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

Buyer shall indemnify, defend and hold harmless Lyon Bakery and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or resulting from any claim of a third party arising out of or occurring in connection with Buyer’s negligence, willful misconduct or breach of this Agreement, personal injury or death caused by the negligence or willful misconduct of Buyer or its personnel, and/or Buyer’s use of Products after their shelf life or that Buyer has modified, if such modifications gave rise to the claim. Buyer shall not enter into any settlement without Indemnified Party’s prior written consent.

Recalls. If Lyon Bakery determines that it needs to recall the Product(s), Lyon Bakery shall be responsible for all recalls of the Product(s), whether voluntary or required by law, and shall take all actions reasonably necessary and appropriate to implement recalls on a timely basis. Buyer shall cooperate with Lyon Bakery in such action, including, without limitation cooperating with regulatory agencies, notifying consumers, sequestering the Product(s), and assisting in the return or destruction of a recalled Product, as directed by Lyon Bakery or a regulatory agency, if necessary. Lyon Bakery will provide Buyer with replacement Product at no cost to Buyer in the event of a recall, as its sole obligation and Buyer’s sole remedy.

Lyon Bakery may terminate this Agreement or any Order for any or no reason upon providing five (5) business days advance written notice to Buyer. Further, in addition to any remedies that may be provided in this Agreement, Lyon Bakery may terminate this Agreement or any Order with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon termination, Buyer shall promptly pay all fees due to Lyon Bakery as of the effective date of termination. Buyer acknowledges that Lyon Bakery has no obligation to accept Orders from Buyer after the effective date of termination.

All non-public, confidential or proprietary information of Lyon Bakery, including, but not limited to, recipes, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Lyon Bakery to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Lyon Bakery in writing. Upon Lyon Bakery’s request, Buyer shall promptly return all documents and other materials received from Lyon Bakery. Lyon Bakery shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.

This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Subject to the limitations and other provisions of this Agreement, Sections 6, 8, 10, 11-18, and 23-30 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth on the Credit Application (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with this Section.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Except as otherwise stated in this Agreement regarding Buyer’s exclusive remedies, all other rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

Buyer shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Lyon Bakery. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Buyer of any of its obligations hereunder. Lyon Bakery may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without Buyer’s prior written consent.

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement, including all Orders issued hereunder, are governed by, and construed in accordance with, the laws of the State of Maryland, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Prince Georges County, Maryland.

Lyon Bakery shall not be liable or responsible to Buyer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this, when and to the extent such failure or delay is caused by or results from acts beyond Lyon Bakery’s reasonable control, including, without limitation, (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond Lyon Bakery’s reasonable control.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.

Lyon Bakery’s clicking any buttons or any similar action, such as clicking “I Agree” or “Confirm,” to utilize Buyer’s software or webpage for the placement of orders, is NOT an agreement to Buyer’s terms and conditions. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF LYON BAKERY HAS THE AUTHORITY TO BIND LYON BAKERY BY THE ACT OF CLICKING ANY BUTTON OR SIMILAR ACTION ON BUYER’S WEBSITE OR PORTAL.

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New Clients:

Lyon Bakery is a wholesale-only business-to-business vendor. Online orders are available exclusively to Lyon Bakery wholesale customers who are approved and onboarded. Clients must establish an account to place an order and qualify for the ordering minimum requirements.

We deliver exclusively within our designated service area to guarantee next-day freshness and exceptional quality. Any location within this service area that meets our ordering minimum is eligible for delivery. Our bread sales representative will reach out to you within 24 hours. 

New Clients please fill out the follwing form and one of our rep will reach out to you.  onlibe oredre as desgined to buniess and only maruland dc and va. 

You can place your order on the eCommerce website using your username and password.