What does Bimbo Foods Bakeries Distribution acknowledge regarding the Lessor not being the manufacturer of the Vehicles?
Bimbo_Foods_Bakeries_Distribution Franchise · 2025 FDDAnswer from 2025 FDD Document
-
- GRANT OF LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Equipment described herein, together with all replacements, repairs and additions thereto (individually and collectively, the "Vehicles") on the terms and conditions set forth in this Lease. Lessee agrees that Lessee leases the Vehicles "as-is", and confirms that as of the date of delivery of each Vehicle, such Vehicle is of the design and manufacture selected by Lessee, and as of such date, Lessee has unconditionally accepted such Vehicles in all respects. Lessee further confirms that it has selected the Vehicles on the basis of its own judgment, and expressly disclaims reliance upon any statements, representations, or warranties made by Lessor, and Lessee acknowledges that Lessor is not the manufacturer of the Vehicles. Lessee certifies that the Vehicles identified herein will be used for commercial purposes. Should it be determined, notwithstanding the express intent of the parties, that this Lease is not a lease but rather an agreement intended for security, Lessee grants Lessor a security interest in the Vehicles, all accessions and additions to, substitutions and replacements for, and proceeds (including insurance proceeds), accounts, rights of payments, chattel paper, equipment and income arising from or generated by the Vehicles. Lessee agrees that the security interest will not be affected if this Lease is changed in any way. Lessee appoints Lessor (or its agent) as its true and lawful attorney-in-fact to affix its signature to UCC financing statements prepared and filed on its behalf by Lessor (or its agent) with the same force and effect as if Lessee had signed such financing statements. Lessee shall take all actions and execute all documents reasonably requested by Lessor to establish, maintain, and continue the perfected security interest of Lessor.
Source: Item 14 — Other Accounts Payable and Accrued Liabilities (FDD pages 312–476)
What This Means (2025 FDD)
According to the 2025 FDD, Bimbo Foods Bakeries Distribution acknowledges that the Lessor of the vehicles is not the manufacturer. The franchisee (Lessee) confirms they selected the vehicle design and manufacturer and accepted the vehicles "as is".
This means the franchisee is responsible for selecting vehicles suitable for their distribution needs and cannot rely on the Lessor for any warranties or representations about the vehicles' quality or suitability. The franchisee is also agreeing that they are not relying on the Lessor's expertise in choosing the vehicles, but are instead using their own judgment.
This arrangement shifts the responsibility for vehicle selection and any associated risks to the franchisee. It is common in franchise agreements for specific equipment or vehicle leasing, but franchisees should carefully consider the implications of accepting vehicles "as is" and conduct their own due diligence to ensure the vehicles meet their operational requirements.