Effective Date: 02/18/2026

These Terms and Conditions of Purchase (these "Purchase Terms") govern all purchases of goods, products, materials, equipment, packaging, and related documentation (collectively, the "Products") by USA Hospitality, Inc. ("USA Hospitality", "Buyer", "we", "us", or "our") from the seller, vendor, manufacturer, or supplier identified on the applicable purchase order ("Supplier"). Buyer and Supplier may be referred to individually as a "Party" and collectively as the "Parties."

These Purchase Terms apply to and are incorporated into each purchase order, blanket purchase order, release, statement of work, or other purchasing document issued by Buyer (each, a "PO"). Supplier's acceptance of a PO, shipment of Products, or commencement of performance constitutes Supplier's acceptance of these Purchase Terms.

These Purchase Terms, together with the applicable PO (and any specifications or exhibits expressly referenced therein), constitute the entire agreement between the Parties for the Products and supersede all prior or contemporaneous oral or written communications relating to the subject matter.

Supplier expressly rejects and Buyer will not be bound by any additional or different terms proposed by Supplier, whether contained in any quote, acknowledgment, invoice, website terms, packing slip, or other document, unless Buyer expressly agrees to such terms in a written amendment signed by an authorized representative of Buyer.

In the event of a conflict between a PO and these Purchase Terms, the following order of precedence applies: (a) the PO (only to the extent it expressly states it overrides a specific section), then (b) these Purchase Terms, then (c) any Buyer specifications incorporated by reference.

• "Buyer" means USA Hospitality, Inc., including its divisions, affiliates, and locations identified on the PO.
• "Products" means all goods and related documentation supplied under a PO, including any labeling, packaging, inserts, and SDS.
• "Delivery Date" means the delivery date stated in the PO or otherwise confirmed in writing by Buyer.
• "Nonconforming" means Products that fail to meet PO requirements, specifications, samples, warranties, applicable law, or are damaged, mislabeled, short, over, or otherwise defective.
• "Custom Products" means Products manufactured, labeled, packaged, printed, kitted, or configured specifically for Buyer using Buyer marks, artwork, specifications, or unique packaging.

Buyer may change a PO at any time by written notice, including changes to quantities, delivery schedules, specifications, packaging, routing, or ship-to locations. If a change materially affects Supplier's cost or lead time, Supplier must notify Buyer promptly and provide reasonable supporting documentation for any requested adjustment. No adjustment is effective unless agreed in writing by Buyer.

No substitutions. Supplier may not substitute Products, brands, grades, sizes, case packs, formulations, materials, sources of supply, manufacturing location, or processes without Buyer's prior written consent.

Supplier must provide at least sixty (60) days prior written notice of any proposed Product change that could impact quality, compliance, handling, labeling, case configuration, pallet configuration, or resale. Buyer may reject or discontinue impacted Products.

Prices are as stated in the applicable PO. Buyer is not responsible for charges not expressly authorized in the PO, including fuel surcharges, pallet fees, handling fees, or minimums, unless approved in writing by Buyer.

Most-favored pricing. Supplier represents that the prices, discounts, rebates, and overall commercial terms offered to Buyer are no less favorable than those offered to other similarly situated customers purchasing the same or similar Products in comparable quantities. If Supplier offers a better price or net term to another customer, Supplier will promptly extend that benefit to Buyer, retroactive to the effective date of the better pricing, and will issue a credit for the difference.

Unless otherwise stated in the PO, Supplier is responsible for all taxes, duties, and governmental charges imposed on Supplier. Buyer will provide exemption certificates where applicable.

Supplier must invoice in accordance with the PO and include the PO number, item numbers, quantities, and unit prices. Separate invoices are required for separate POs unless Buyer authorizes consolidation in writing. Supplier must provide packing slips and shipping documents with each shipment.

Unless otherwise stated in the PO, payment terms are net thirty (30) days from the later of (a) Buyer's receipt of a correct invoice, or (b) Buyer's receipt and acceptance of the Products. Buyer may withhold payment for disputed amounts while the Parties resolve the dispute.

Setoff. Buyer may deduct or set off any amounts owed by Supplier to Buyer (including chargebacks, credits, returns, or indemnity amounts) from any amounts payable to Supplier.

Time is of the essence. Delivery Dates are firm. Supplier must notify Buyer immediately of any actual or anticipated delay and take all commercially reasonable steps to meet Delivery Dates.

Unless otherwise stated in the PO, delivery is FOB Destination (Buyer's designated ship-to point), and title and risk of loss pass to Buyer upon delivery, unloading if applicable, and Buyer's receipt.

Buyer may reject early or partial shipments unless approved in writing. Buyer may procure substitute Products from alternate sources if Supplier fails to meet Delivery Dates, and Supplier will be responsible for Buyer's reasonable incremental costs.

All Products are subject to Buyer's inspection and acceptance, notwithstanding prior payment. Buyer may inspect at destination, at point of manufacture, or at any reasonable time after delivery. No inspection, test, acceptance, or payment limits Supplier's warranties.

Buyer may reject Nonconforming Products and, at Buyer's option, require Supplier to (a) replace at Supplier's expense, (b) refund the purchase price, or (c) issue an immediate credit, in each case including associated costs (freight, handling, repacking, disposal, labor, and administrative costs) to the extent caused by Supplier or the Nonconformity.

Unless otherwise agreed in writing, Supplier will accept returns of Nonconforming Products without restocking fees. If Supplier requires a return authorization number, Supplier must provide it within ten (10) business days of request, or Buyer may return Products without it and debit Supplier. Buyer may issue chargebacks for Nonconformities, shortages, mis-picks, labeling errors, or late deliveries.

Supplier warrants that all Products: (a) are new (unless otherwise stated), merchantable, and free from defects in material and workmanship; (b) conform to the PO, specifications, samples, and descriptions; (c) are fit for the intended purpose and for resale through Buyer's channels; (d) are properly labeled and packaged; (e) comply with all applicable federal, state, and local laws and regulations; and (f) are free and clear of liens.

Supplier further warrants that the manufacture, sale, and use of Products do not infringe any third-party intellectual property rights. These warranties are in addition to all other rights and remedies available to Buyer at law or in equity.

Supplier will comply with all applicable laws and standards relating to Products and performance under each PO, including laws governing safety, environmental compliance, labeling, transportation, hazardous materials, import/export where applicable, and workplace standards.

Supplier must provide accurate Product information as reasonably requested by Buyer, including (where applicable) SDS, ingredients disclosures required by law, hazardous materials classifications, country of origin, UPC/GTIN, case pack, pallet configuration, weights/dimensions, and regulatory registrations.

Supplier is responsible for ensuring Products can be lawfully stored, handled, shipped, and resold by Buyer. Supplier must notify Buyer promptly of any compliance issue, restriction, enforcement action, or regulatory change affecting the Products.

Supplier must notify Buyer promptly (and in no event later than five (5) business days) upon learning of any Product recall, safety notice, market withdrawal, regulatory inquiry, or any defect or hazard that may affect Product safety, legality, or performance.

Supplier is responsible for all reasonable costs and expenses associated with recalls or corrective actions attributable to Supplier or the Products, including notice, shipping, handling, storage, retrieval, disposal, refunds, and Buyer's net landed cost of unsold affected inventory, plus reasonable administrative and professional fees.

Supplier will defend, indemnify, and hold harmless Buyer and its officers, directors, employees, agents, affiliates, and customers from and against all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Products (including defects, labeling, or alleged harm), (b) Supplier's breach of these Purchase Terms or any PO, (c) Supplier's negligence or willful misconduct, or (d) actual or alleged infringement of third-party intellectual property rights.

Supplier may not settle any indemnified matter without Buyer's prior written consent if the settlement imposes any obligation on Buyer or admits fault on behalf of Buyer.

Supplier will maintain, at its own expense, insurance sufficient for the Products supplied and industry risk, including commercial general liability (including products and completed operations), and where applicable automobile liability and workers' compensation, with reputable insurers.

Upon request, Supplier will provide certificates of insurance and, where commercially reasonable, name Buyer as an additional insured for products liability. Supplier's insurance is primary and non-contributory with respect to any insurance carried by Buyer.

All non-public information disclosed by Buyer to Supplier, including pricing, forecasts, customer information, specifications, and these Purchase Terms, is confidential and may be used only to perform Supplier's obligations. Supplier will not disclose such information to any third party without Buyer's prior written consent, except as required by law.

Supplier may not use Buyer's name, trademarks, or logos in marketing, press releases, customer lists, or public statements without Buyer's prior written approval.

Each Party retains ownership of its respective trademarks, copyrights, and other intellectual property. For Custom Products, Supplier acknowledges that Buyer owns all Buyer artwork, labels, and marks provided by Buyer and Supplier acquires no rights therein.

Supplier grants Buyer a non-exclusive, royalty-free license to use Supplier's trademarks, product images, and product content solely to market, promote, and resell Products, including in print and e-commerce, and represents it has the rights necessary to grant this license.

Supplier will maintain accurate records related to pricing, rebates, credits, and performance under POs for at least five (5) years following the last shipment under the applicable PO, or longer if required by law.

Upon reasonable notice, Buyer may audit records reasonably necessary to verify compliance with POs and these Purchase Terms. If a material discrepancy or breach is discovered, Supplier will reimburse Buyer's reasonable audit costs in addition to other remedies.

Buyer may terminate a PO, in whole or in part, for convenience upon written notice. Buyer may terminate immediately for Supplier's material breach, repeated late delivery, quality failures, compliance failures, insolvency, or if Supplier's performance presents a risk to Buyer or Buyer's customers.

Upon termination, Supplier will promptly stop work as directed, mitigate costs, and deliver to Buyer any conforming Products completed and accepted by Buyer prior to termination. Buyer is not responsible for Supplier's raw materials or work-in-process unless expressly authorized in writing.

Neither Party is liable for delays caused by events beyond its reasonable control (force majeure), provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance. If Supplier's inability to supply Products continues for more than five (5) business days, Buyer may procure alternate supply and/or cancel affected POs without liability.

Supplier may not assign, delegate, or subcontract any PO or performance without Buyer's prior written consent. Any approved subcontracting does not relieve Supplier of responsibility for performance, compliance, and confidentiality obligations.

Buyer may assign a PO or these Purchase Terms to an affiliate or successor in connection with a reorganization, merger, or sale of substantially all assets.

These Purchase Terms and any PO are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Any dispute will be brought in the state courts located in Orange County, Florida or, if federal jurisdiction exists, the United States District Court for the Middle District of Florida. Each Party submits to the personal jurisdiction of such courts.

If any provision is held invalid or unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing and signed by the waiving Party, and no waiver of one breach constitutes a waiver of any other breach.

The Parties agree these Purchase Terms will be construed without any presumption against the drafting Party.

Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of transmission, to the addresses stated on the PO or to the following for Buyer:

USA Hospitality, Inc.

Address: 11505 Satellite Blvd, Suite 5, Orlando, FL 32837

Phone: (407) 903-1600

Email: contactus@usahospitality.com

These Purchase Terms are intended for Supplier transactions where USA Hospitality, Inc. is the purchasing party. If Buyer and Supplier have a separate written master agreement signed by both Parties, that agreement will control to the extent of any direct conflict.