Does the Aunt Millies Bakeries FDD Item 23 contain any definitions?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: RECEIPT]
NOW THEREFORE, in consideration of the premises, covenants and conditions set forth herein, and for other good and valuable consideration given and received, the parties mutually agree as follows:
ARTICLE 1 DEFINITIONS
- §l.1 SALES AREA: Shall mean that geographic area within which DISTRIBUTOR owns the Distribution Rights, as more specifically described in Schedule A attached hereto and made a part hereof.
- §1.2 OUTLETS: Shall mean those Outlets in which DISTRIBUTOR owns the Distribution Rights, as more specifically described in Schedule B.
- §1.3 PRODUCTS: Shall mean all those bakery products as specifically defined and described in Schedule B attached hereto and made a part hereof.
- §1.4 DIRECT STORE DELIVERY: Shall mean DISTRIBUTOR's physical delivery and/or merchandising of Products ordered by an Outlet to the place of business where the Outlet (i) sells merchandise, including Products, to the public, or (ii) sells food that include Products for use and consumption by its customers. For purposes of this paragraph, the term "merchandising" means managing and maintaining inventory levels of the Product for the Outlet and removing stale Products from the inventory of an Outlet.
- §1.5 DISTRIBUTION RIGHTS: Shall mean the sole right to sell and distribute Products to Outlets in the Sales Area by Direct Store Delivery, which right has been purchased by DISTRIBUTOR from AUNT MILLIE'S, or from DISTRIBUTOR'S predecessor, as evidenced by a Bill of Sale executed heretofore.
- §1.6 CHAIN: Shall mean a person or business entity that operates more than one Outlet, and makes decisions regarding the purchase of Products for its Outlets at a central office.
- §1.7 FORCE MAJEURE: Shall mean an Act of God, war, fire, explosion, riot, looting, terrorism, civil commotion, failure of machinery or plant, restrictions by a Government or any competent authority, strikes or lock-outs at either party's premises
or in any related trade or business, or any other similar circumstances of whatsoever kind beyond the control of the party affected, which affects either party's performance of its obligations under this Agreement.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
Yes, according to the 2025 Aunt Millies Bakeries FDD, Item 23 includes definitions applicable to the Distribution Agreement. These definitions clarify the meaning of specific terms used within the agreement, ensuring both Aunt Millies Bakeries and the distributor have a shared understanding of their contractual obligations.
Specifically, the FDD defines terms such as "SALES AREA," which refers to the geographic area where the distributor owns the distribution rights, and "OUTLETS," which are the specific locations where the distributor is authorized to sell products. The term "PRODUCTS" includes all the bakery items that the distributor is allowed to sell under the agreement, while "DIRECT STORE DELIVERY" is defined as the physical delivery and merchandising of products to the outlets. The FDD also defines "DISTRIBUTION RIGHTS," "CHAIN," and "FORCE MAJEURE."
These definitions are important because they set the scope and limitations of the distributor's rights and responsibilities. For example, the definition of "Outlets" clarifies which types of retail locations the distributor can serve, while the definition of "Products" specifies the exact items the distributor is authorized to sell. Understanding these definitions is crucial for a prospective franchisee to assess the potential market and operational requirements of the Aunt Millies Bakeries franchise.