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Pricing & Payment

Prices. Product prices will be as quoted by USA Hospitality or listed in an accepted purchase order or invoice. All prices are in U.S. Dollars. USA Hospitality reserves the right to adjust prices for future orders, and any price lists or quotations are subject to change without notice until an order is accepted. If an agreed price is based on Customer purchasing a certain volume of Products, and Customer fails to meet such volume, USA Hospitality may retroactively adjust pricing to reflect the actual volume purchased.

Invoices and Payment Terms. USA Hospitality will invoice Customer upon or after each delivery. Payment for each invoice is due in full within the payment term agreed in writing by USA Hospitality (e.g., net 30 days from the invoice date for approved open-account Customers), or if no term is specified, payment is due at the time of order (in advance of delivery). All payments shall be made in U.S. Dollars, and any authorized credits or discounts (if any) apply only if payments are timely. USA Hospitality may require Customer to complete a credit application and obtain credit approval before extending any payment terms. If Customer does not qualify for credit terms or exceeds its credit limit, USA Hospitality may require full or partial payment in advance or suspend shipments at its sole discretion. Customer agrees that all payments shall be made to USA Hospitality’s offices in Orange County, Florida (or via electronic payment to a designated account).

Late Payments. If Customer fails to pay any invoice when due, the account shall be deemed delinquent and in breach of these Terms. USA Hospitality reserves the right to charge interest on any overdue amount at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid in full. Customer shall also be liable for all costs of collection incurred by USA Hospitality on delinquent accounts, including without limitation reasonable attorneys’ fees and collection agency charges. For purposes of establishing liquidated pre-judgment attorney fees, USA Hospitality may elect to fix such fees at thirty-three percent (33%) of the outstanding balance, recognizing that actual collection costs are difficult to ascertain and that this percentage represents a reasonable pre-estimate of such costs.

Security Interest. Customer hereby grants to USA Hospitality a purchase money security interest in all Products sold and delivered to Customer, and in any proceeds from the sale or disposition of such Products, until the corresponding invoice is paid in full. Customer agrees that USA Hospitality may file one or more financing statements (UCC-1) to perfect this security interest and take any other action necessary to enforce its security interest. In the event of Customer’s default on payment, USA Hospitality shall have all rights of a secured creditor under the Uniform Commercial Code, including the right to repossess the Products.

Bank Fees & Charges. Customer is responsible for any bank fees or charges incurred due to payment issues. In particular, if any check or bank payment from Customer is returned or rejected due to insufficient funds, a stop-payment, or any other reason, Customer agrees to pay a service fee of US $50.00 for each such returned or rejected payment, in addition to replacing the payment promptly with valid funds. USA Hospitality may, at its discretion, require that future payments from Customer be made by certified funds, cashier’s check, or electronic transfer if Customer’s payments have been previously returned or dishonored.

Taxes. Prices do not include sales, use, excise, VAT, or other applicable taxes or duties. Customer is responsible for all applicable taxes, fees, or charges imposed by any governmental authority in connection with the purchase of Products, except for taxes on USA Hospitality’s net income. If Customer claims an exemption from any tax, Customer must provide USA Hospitality with a valid and properly executed tax exemption or resale certificate for each jurisdiction to which the exemption applies, prior to the shipment of Products. If USA Hospitality does not receive the required tax exemption documentation, it will charge applicable taxes to Customer, and Customer shall have no claim against USA Hospitality for refund or non-collection of such taxes. Customer agrees to indemnify and hold USA Hospitality harmless from and against any costs, interest, penalties, or liabilities incurred by USA Hospitality as a result of reliance on any invalid tax exemption claimed by Customer or Customer’s failure to pay taxes due.

Product Liability & Warranty

Distributor Only; Third-Party Products. Customer acknowledges that USA Hospitality is a distributor and not the manufacturer of the Products it sells. Any specifications, descriptions, or labels regarding the Products are provided by the original manufacturers. USA Hospitality does not assume any liability for any defect in design or manufacture of the Products. To the extent that manufacturer warranties are provided for a Product, USA Hospitality will pass through or assign to Customer any transferable manufacturer’s warranties for the Product, but USA Hospitality makes no independent warranties of any kind. Customer’s sole remedy for any manufacturing or design defect, or breach of manufacturer’s warranty, shall be against the product’s manufacturer. Under no circumstances will USA Hospitality be responsible for any manufacturing or design defects in third-party products.

Use of Products and Safety. Cleaning chemicals and other Products sold by USA Hospitality may be hazardous if not used in accordance with the manufacturer’s instructions and recommended safety procedures. Customer is solely responsible for ensuring that all Products are used, handled, stored, and disposed of safely and in compliance with all applicable instructions, laws, and regulations. Customer must review all safety information (including Safety Data Sheets (SDS)) provided with the Products and train any personnel who will handle or use the Products in their proper and safe use. USA Hospitality shall not be liable for any damage to property, personal injury, illness, or death arising from the misuse, improper storage, careless handling, or incorrect application of any Product by Customer or any third party. Customer agrees to use and instruct others to use all Products in accordance with the manufacturer’s guidelines. All recommendations and advice given by USA Hospitality or its representatives as to use of Products are provided for informational purposes only, and USA Hospitality assumes no responsibility for any outcomes resulting from following such advice.

Disclaimer of Warranties. EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY THAT MAY BE PROVIDED BY USA HOSPITALITY IN A SEPARATE DOCUMENT OR AS SET FORTH IN THESE TERMS, ALL PRODUCTS ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USA HOSPITALITY MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE PRODUCTS IT SELLS. USA HOSPITALITY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. USA HOSPITALITY DOES NOT WARRANT THAT THE PRODUCTS WILL MEET ANY PARTICULAR REQUIREMENTS OR THAT THE PRODUCTS WILL BE FIT FOR CUSTOMER’S INTENDED USE, EXCEPT to the extent such warranties are required by law and cannot be validly disclaimed. Customer affirms that it has not relied on any representation or warranty from USA Hospitality, express or implied, beyond those expressly stated in these Terms.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL USA HOSPITALITY (INCLUDING ITS OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE OF PRODUCT, OR DOWNTIME, ARISING OUT OF OR RELATED TO THE SALE, USE, INABILITY TO USE, OR PERFORMANCE OF ANY PRODUCT, OR ANY BREACH OF THESE TERMS, EVEN IF USA HOSPITALITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, AND TO THE EXTENT PERMITTED BY LAW, USA HOSPITALITY’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATED TO ANY PRODUCT OR TRANSACTION SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO USA HOSPITALITY FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM. The existence of multiple claims will not enlarge this limit. Customer acknowledges that the pricing of Products reflects the allocation of risk set forth in these Terms and that USA Hospitality would not enter into this agreement without these limitations on its liability.

Indemnification. Customer shall indemnify, defend, and hold harmless USA Hospitality, its parent, affiliates, and subsidiaries, and their respective officers, directors, employees, and agents (the “USA Hospitality Indemnified Parties”), from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any third-party claims, demands, or suits (“Claims”) to the extent caused by: (i) Customer’s breach of these Terms or any agreement with USA Hospitality; (ii) Customer’s negligence, willful misconduct, or misuse of the Products (including failure to comply with product instructions or applicable law in the use or disposal of the Products); or (iii) Customer’s violation of any law, regulation, or court order. In the event any USA Hospitality Indemnified Party seeks indemnification under this provision, it shall promptly notify Customer of the Claim (provided that failure to promptly notify shall not relieve Customer of its indemnification obligations except to the extent the delay materially prejudices Customer’s ability to defend the Claim). Customer, at its expense, shall assume control of the defense of such Claim with counsel reasonably acceptable to USA Hospitality. USA Hospitality shall have the right to participate in the defense at its own expense. Customer shall not consent to the entry of any judgment or enter into any settlement that imposes any obligation or admission of liability on USA Hospitality or its affiliates without USA Hospitality’s prior written consent. This indemnity is in addition to any other rights or remedies that the USA Hospitality Indemnified Parties may have at law or in equity.

Dispute Resolution

Governing Law. These Terms and any dispute or claim arising out of or relating to the Products or the relationship of the parties shall be governed by the laws of the State of Florida, U.S.A., without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to transactions under these Terms.

Jurisdiction and Venue. The parties agree that any lawsuit, legal action, or proceeding arising out of or relating to these Terms or any transaction between the parties shall be brought exclusively in the state courts of Orange County, Florida or (if jurisdiction exists) the United States District Court for the Middle District of Florida (Orlando Division). Customer and USA Hospitality each irrevocably submits to the personal jurisdiction of such courts and waives any objection (including any objection based on inconvenience of forum) to the exercise of jurisdiction over them by such courts. Notwithstanding the foregoing, nothing in these Terms shall prevent USA Hospitality from seeking injunctive relief or enforcing judgments against Customer in any appropriate jurisdiction.

Limitations Period. To the extent permitted by law, any claim or cause of action by Customer arising under these Terms or concerning any Products sold by USA Hospitality must be commenced within one (1) year after the cause of action accrues. Any claim not brought within this period shall be permanently barred.

Dispute Resolution Efforts. In the event of any dispute or claim between Customer and USA Hospitality, the parties agree to attempt in good faith to resolve the matter informally by negotiation between senior management of each party before pursuing litigation. If the dispute cannot be resolved amicably, either party may pursue its available legal or equitable remedies consistent with these Terms. Each party retains the right to seek preliminary injunctive relief or other provisional remedies at any time, if necessary, to protect its interests.

No Jury Trial; Attorneys’ Fees. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR ANY TRANSACTION BETWEEN THE PARTIES. In any action to enforce these Terms or arising out of the sale of Products, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other collection or litigation expenses from the non-prevailing party, including any fees and costs incurred in enforcing or collecting any judgment or award.

General Provisions

Force Majeure. USA Hospitality shall not be liable for any failure or delay in performing its obligations (except payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control. Such circumstances include, but are not limited to: natural disasters (e.g., fires, floods, hurricanes), acts of God, epidemics or pandemics, war, terrorism, civil unrest, government actions or orders, labor strikes or shortages, raw material or supply shortages, transportation delays, power or communications failures, or any other events beyond the reasonable control of USA Hospitality. During any such Force Majeure event, USA Hospitality’s obligations shall be suspended and time for performance extended, and USA Hospitality will use commercially reasonable efforts to resume performance as soon as practicable.

Independent Contractors. The relationship between USA Hospitality and Customer is that of independent contractors, dealing at arm’s length. Nothing in these Terms, and no course of dealing between the parties, shall be construed to create any partnership, joint venture, agency, franchise, or employment relationship between USA Hospitality and Customer. Neither party has the authority to bind or act on behalf of the other, and neither party shall represent to any third party that it has such authority.

Assignment and Changes. Customer may not assign or transfer any of its rights or obligations under these Terms (whether by contract, by operation of law, or in connection with a merger or change of ownership or control of Customer) without the prior written consent of USA Hospitality. Any attempted assignment or transfer without such consent will be void and of no effect. USA Hospitality may assign or delegate its rights and obligations under these Terms in whole or in part to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Customer agrees to promptly notify USA Hospitality in writing (via certified mail return receipt) of any change in ownership or control of Customer’s business. Customer remains liable for all obligations incurred prior to such change and for any shipments made to the previous ownership until proper notice is received and acknowledged by USA Hospitality.

Notices. Except as otherwise specified in these Terms, all notices, requests, consents, and other communications required or permitted under these Terms must be in writing and shall be deemed effectively given: (i) when personally delivered or sent by registered or certified U.S. mail, return receipt requested, postage prepaid; (ii) one business day after being sent by a reputable nationwide overnight courier service (e.g., FedEx, UPS) with tracking; or (iii) when sent by electronic mail with confirmation of delivery, provided that a copy is also sent by one of the preceding methods. Notices shall be addressed as follows: if to USA Hospitality, to the attention of “Legal Department – Notices” at USA Hospitality, Inc., 11505 Satellite Blvd, Orlando, FL 32837, with email copy to an official email address provided by USA Hospitality (such as legal@usahospitality.com or as specified on its website); if to Customer, to the mailing and/or email address associated with Customer’s account or purchase order, or such other address as either party may designate by notice to the other in accordance with this section.

Waiver. The failure of either party to enforce any provision of these Terms or to exercise any right or remedy available under these Terms shall not be construed as a present or future waiver of such provision, right, or remedy. Any waiver of any provision of these Terms will be effective only if in writing and signed by the party granting the waiver. A waiver of one provision shall not be deemed to be a waiver of any other provision or of the same provision at a future time.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of these Terms shall remain in full force and effect. The parties agree that such invalid provision shall be deemed to be modified to the minimum extent necessary to make it enforceable, and if no such modification is possible, it shall be severed from these Terms, and the remaining provisions shall continue in effect as if the invalid provision were not included.

No Third-Party Beneficiaries. These Terms are for the sole benefit of USA Hospitality and Customer, and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever as a third-party beneficiary.

Headings and Construction. The section headings and titles in these Terms are for convenience only and shall not affect the interpretation of any provision. These Terms shall not be construed against the drafter. The language used in these Terms is the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.

Modification of Terms. USA Hospitality reserves the right to modify or update these Terms at any time. Any changes to the Terms will be effective once posted on USA Hospitality’s website or otherwise communicated to Customer. However, no such modification will affect the terms of any order that was accepted prior to the posting of the updated Terms. Customer is responsible for reviewing the current Terms periodically, and Customer’s continued placing of orders or acceptance of Products after such modifications constitutes acceptance of the revised Terms.

Entire Agreement. These Terms, together with any USA Hospitality order confirmation, invoice, or other document expressly incorporated by reference, form the entire agreement between the parties with respect to the subject matter herein, and supersede all prior or contemporaneous communications, understandings, or agreements (whether written or oral). In case of any conflict between these Terms and any Customer document or prior agreement, these Terms shall control unless a separate written agreement, signed by an authorized representative of USA Hospitality, expressly provides otherwise.