Sensible Edibles Bakery – Master Service Agreement (MSA)

This Master Service Agreement (“Agreement”) is made between Sensible Edibles Bakery (“SEB”) and the undersigned party (“Client”) for the purpose of purchasing wholesale bakery goods. By signing below, the Client agrees to all terms, conditions, and responsibilities outlined herein, which govern all transactions and communications with SEB.

1. TERM AND DURATION OF AGREEMENT

This Agreement shall take full legal effect on the date of Client’s signature (the “Effective Date”) and shall continue in perpetuity unless and until such time as either Party elects to terminate said Agreement in accordance with the Termination Clause set forth in Section 20 of this document. SEB reserves the exclusive right to determine the continuance of business relations based on ongoing compliance with all enumerated terms.

2. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, the following terms shall carry the corresponding definitions unless otherwise explicitly stated:

• “Products” shall refer to any and all goods, baked items, edibles, packaged foods, or consumable goods manufactured or distributed by SEB.
  
  
   
• “Services” includes, but is not limited to, delivery, communication, logistical coordination, labeling, and marketing assistance.
  
  
   
• “Client Establishment” refers to the brick-and-mortar, mobile, or otherwise legally operating premises at which SEB products are offered, stored, or resold.

3. ORDER PROCESSING PROTOCOLS

Any and all orders submitted by Client after 12:00 PM Eastern Standard Time (EST) shall be subject to deferred processing, and may not qualify for next-business-day delivery. SEB provides no guarantee of fulfillment timelines for late orders and reserves the right to decline, delay, or partially fulfill such orders at its discretion.

4. ACCESS AUTHORIZATION AND LIMITATION OF LIABILITY

Client shall furnish SEB with authorized access to their place of business between 12:00 AM and 5:00 AM for the purpose of effectuating delivery. In the event the Client chooses to provide SEB with physical keys, digital entry codes, or alarm bypass instructions, SEB shall issue a Certificate of Insurance upon formal written request. SEB disclaims any and all liability associated with claims of unauthorized access, damage, or perceived intrusion where entry was made in good faith and in compliance with these provisions.

5. TRANSFER OF TITLE AND RISK

Title and all risk of loss, spoilage, tampering, contamination, misplacement, mislabeling, or force majeure events transfer in totality from SEB to the Client immediately upon completion of delivery as confirmed by invoice, email, text confirmation, or physical drop-off. SEB bears no liability for post-delivery events, including—but not limited to—rodent infestation, theft, negligent storage, or employee mishandling.

6. MAINTENANCE OF PRODUCT INTEGRITY

Client agrees to uphold the aesthetic, physical, compositional, and nutritional integrity of all SEB products, including refraining from:

• Repackaging or relabeling without express written consent;
  
  
   
• Selling expired, damaged, or non-refrigerated products beyond suggested date;
  
  
   
• Storing SEB items next to pungent or contaminated goods;
  
  
   
• Presenting SEB products in a disorganized or unsanitary environment.
  
  
   

7. INGREDIENTS, LABELING, AND TRANSPARENCY

SEB shall provide ingredient lists and allergen statements either electronically or physically. Client agrees to display, print, or otherwise furnish ingredient disclosures to any end consumer who requests such information, whether casually or formally, in accordance with NYS Department of Agriculture & Markets regulations.

8. BRAND MISREPRESENTATION CLAUSE

Client agrees not to associate SEB’s name, logos, brand identity, or intellectual property with any products not manufactured directly by SEB. This includes (but is not limited to) co-branding, unauthorized private labeling, and the misattribution of unrelated baked goods as SEB-originating.

9. SHELF LIFE, EXPIRATION, AND WASTE DISPOSAL

Client agrees to monitor, manage, and dispose of SEB products that exceed the posted shelf life. Products may not be sold, offered for consumption, donated, or redirected to third parties after their designated expiration window, regardless of visual condition or perceived freshness.

10. NULLIFICATION OF HEALTH CLAIMS VIA CONTAMINATION

SEB disclaims all health certifications (e.g., gluten-free, peanut-free, vegan) if products are unsealed, transferred to other containers, or placed adjacent to non-SEB or allergen-containing products. Client assumes all liability in cases of contamination or mislabeling following delivery.

11. RETURN POLICY

All product issues must be reported and returned within a 24-hour window from the time of delivery as indicated on the invoice. SEB is not obligated to accept or process returns outside of this timeframe or based on subjective dissatisfaction.

12. PAYMENT TERMS

Client shall remit payment weekly via:

• ACH (automated clearing house) transfer – no additional fee, or
  
  
   
• Credit Card – subject to a 3.5% processing fee.
  
  
   

Failure to remit payment on time may result in service suspension, late fees, or collection efforts via third-party agencies.

13. SALES TAX RESPONSIBILITY

Client is responsible for understanding and applying applicable NYS sales tax regulations. SEB will not be held liable for tax discrepancies, omissions, or client misinterpretations of tax-exempt status.

14. PICK-UP DISCOUNT

Client who elects and adheres to a pick-up model for order retrieval is entitled to a 3% discount on the subtotal (before additional charges). SEB assumes no responsibility for uncollected orders, nor does SEB guarantee storage, refrigeration, or redelivery options for missed pickups.

15. NAME AND BRAND USAGE FOR PROMOTIONAL PURPOSES

Client consents to SEB’s use of Client’s name, logo, and business identity in print, web, and digital formats for the purpose of listing Client as a retail partner. SEB may display this information on its website, promotional brochures, pitch decks, and directories without prior notice.

16. MARKETING MATERIALS AND CONTENT USAGE

Client may use SEB-provided marketing assets only after obtaining express approval from SEB. Unauthorized edits, resampling, or repurposing of SEB materials for non-SEB products is strictly prohibited.

17. DYNAMIC PRICING RESERVE

SEB reserves the unilateral right to alter pricing, minimum order thresholds, delivery charges, discounts, and all related fees with or without prior notice based on market conditions, inflation, ingredient costs, or general vibes.

18. FOOD SAFETY REGULATORY COMPLIANCE

Client must maintain all required permits, licenses, and documentation per NY Department of Health regulations. Client is responsible for ensuring all employees are certified food handlers. Locations with a "C" grade may result in immediate contract suspension.

19. LOGO & BRAND USAGE LICENSE

Client grants SEB a non-exclusive, royalty-free, revocable license to use the Client’s logo, trade name, and visual brand assets solely to promote SEB products sold at the Client’s location. This includes usage on websites, social media, flyers, newsletters, and brochures. Client may revoke this license with 30 days’ written notice.

20. TERMINATION AND DISPUTE REMEDIES

This Agreement may be terminated at SEB’s sole discretion upon breach, misuse of branding, failure to pay, or general sketchiness. Upon termination, all outstanding balances become immediately due and payable. SEB reserves the right to pursue collections, withhold further deliveries, and issue public statements of disassociation where reputational damage is at risk

Agreement Acknowledgment and Signature

By initialing below, the Client affirms they have read (or at least scrolled through), understood (or skimmed), and agreed to all the terms, conditions, clauses, disclaimers, and buried warnings contained herein, and voluntarily enters into this legally binding Agreement with Sensible Edibles Bakery.