Effective Date: 02/18/2026

These Terms and Conditions of Sale (these "Sale Terms") govern all sales of products, goods, and related services (collectively, the "Products") by USA Hospitality, Inc. ("USA Hospitality", "Seller", "we", "us", or "our") to the purchaser ("Customer", "you", or "your"), whether ordered through usahospitality.com, a USA Hospitality sales representative, invoice, telephone, email, EDI, or any other ordering method (each, an "Order").

By placing an Order, requesting shipment, accepting delivery, or paying any invoice, Customer agrees to be bound by these Sale Terms in addition to any written quote, proposal, or special terms expressly agreed to in a writing signed by an authorized representative of USA Hospitality.

These Sale Terms and the applicable Order confirmation, quote, invoice, or other written sales document issued by USA Hospitality (collectively, the "Sales Documents") constitute the entire agreement between the Parties for the Products and supersede all prior or contemporaneous oral or written communications.

Any additional or different terms proposed by Customer (including terms in Customer purchase orders, vendor portals, emails, or other documents) are rejected and will be null and void unless expressly accepted in a written amendment signed by an authorized representative of USA Hospitality.

In the event of a conflict: (a) a signed written agreement between USA Hospitality and Customer controls; otherwise (b) USA Hospitality’s Sales Documents control; and (c) these Sale Terms control for all other matters. No course of dealing, usage of trade, or performance will modify these Sale Terms.

• "Business Day" means Monday through Friday, excluding observed holidays.
• "Delivered" means the date the carrier tracking indicates delivery, the bill of lading is signed, or USA Hospitality’s local delivery is completed at the delivery location.
• "Stock Item" means a Product available for fulfillment from USA Hospitality’s primary stocking location.
• "Other Location Stock Item" means a Product stocked at a different fulfillment location requiring alternate routing or transfer.
• "Special Order Item" means a Product not regularly stocked and/or ordered specifically for Customer.
• "HazMat" means Products classified as hazardous materials or otherwise regulated for transport.

Quotes are valid only for the time stated in the quote (or, if not stated, for a reasonable period) and are subject to Product availability, supplier changes, and correction of errors. USA Hospitality may correct clerical, typographical, pricing, Product description, or availability errors at any time.

Order acceptance. USA Hospitality may accept or reject any Order in whole or in part in its sole discretion, including due to credit status, payment verification, HazMat restrictions, inventory constraints, or suspected fraud.

No substitutions without approval. USA Hospitality will not substitute Products, brands, case packs, or specifications without Customer’s approval, except where a substitution is necessary to comply with law or carrier restrictions, in which case USA Hospitality will use commercially reasonable efforts to notify Customer.

Prices are as stated in the Sales Documents. Unless otherwise stated, prices exclude shipping, handling, freight, special services (liftgate/inside delivery), and applicable taxes. Customer is responsible for all sales, use, excise, and similar taxes, unless Customer provides valid exemption documentation.

To claim a tax exemption (including resale), Customer must provide valid exemption certificates for each applicable jurisdiction prior to shipment. Customer will indemnify and hold USA Hospitality harmless from any taxes, penalties, interest, and costs incurred due to Customer’s failure to provide timely and valid exemption documentation.

Payment terms are as stated on the applicable invoice or Sales Documents and may be conditioned on approval of Customer’s credit application and ongoing creditworthiness. USA Hospitality may require prepayment, deposits, partial payments, or payment confirmation prior to shipment.

Credit card limit. USA Hospitality does not accept credit card payments for Orders with a total value greater than US $1,200. Orders above this threshold must be paid via ACH, direct deposit, wire, or another method expressly approved in writing by USA Hospitality.

Past due balances may accrue a finance charge up to the maximum lawful rate (or, if none, 1.5% per month (18% per annum)). Customer will reimburse USA Hospitality for all reasonable costs of collection, including attorneys’ fees and court costs.

USA Hospitality may suspend performance, withhold shipment, cancel Orders, and/or require additional security if Customer fails to pay when due or if USA Hospitality reasonably believes Customer’s credit risk has increased. USA Hospitality may apply payments to invoices in any order and may set off credits against amounts owed.

Service area. USA Hospitality ships only within the United States and U.S. territories, subject to carrier availability and Product restrictions. USA Hospitality does not ship internationally.

Order cutoff time. For Orders eligible for same-day processing, the cutoff is 2:00 PM Eastern Time, Monday through Friday. Orders placed after the cutoff, on weekends, or on holidays are treated as received on the next Business Day.

Item classifications and handling times (estimates):

• Stock Items: Orders placed by 2:00 PM ET (Mon-Fri) are typically processed to ship the same Business Day; otherwise the next Business Day. As a practical guideline, Stock Item Orders placed on a prior Business Day before 2:00 PM ET are expected to ship no later than the next Business Day, absent exceptions.
• Other Location Stock Items: typically ship within two (2) Business Days after the Order is placed.
• Special Order Items: may take up to fourteen (14) Business Days to ship (supplier lead time and inbound logistics dependent).

Carriers. USA Hospitality uses UPS, USPS, and other carriers (including freight and regulated-material carriers) depending on weight, size, destination, and Product restrictions. USA Hospitality may select the carrier and service level to ensure compliant, safe, and cost-effective delivery unless otherwise agreed in writing.

HazMat / regulated Products. Certain Products may require special carrier routing, additional documentation, restricted services, and/or additional handling time. Customer acknowledges that HazMat regulations may restrict destinations or shipping options and that expedited services may not be available for regulated shipments.

Unless otherwise stated in writing, title and risk of loss transfer to Customer upon USA Hospitality’s tender of the shipment to the carrier or completion of local delivery (as applicable). Delivery dates and transit times are estimates and are not guaranteed.

After shipment, transit to the end user may take up to five (5) Business Days, depending on carrier and destination. Delays caused by weather, peak volume, service disruptions, address issues, HazMat routing, governmental action, or other events beyond USA Hospitality’s reasonable control are not the responsibility of USA Hospitality.

Customer must inspect Products promptly upon delivery. If Customer suspects damage, shortage, or loss, Customer must retain all packaging materials, document the condition with photos, and notify USA Hospitality promptly. Carrier claims and remedies may be subject to carrier rules, timelines, and inspection requirements.

Returns are governed by USA Hospitality’s then-current Returns/Refunds policy and require prior written return authorization (RMA) unless otherwise required by applicable law. USA Hospitality may refuse unauthorized returns.

Many Products are non-returnable due to health, safety, contamination risk, regulatory restrictions, supplier rules, or because they are Special Order Items. Where returns are approved, restocking fees, return freight, and other charges may apply.

Credits or refunds (if any) will be issued only after inspection and confirmation that return conditions are satisfied. Shipping, delivery, handling, and service charges are generally non-refundable.

Customer is solely responsible for proper selection, storage, handling, and use of Products. For chemicals, disinfectants, sanitizers, and regulated Products, Customer must follow the manufacturer’s label directions, SDS guidance, and all applicable laws and safety requirements. USA Hospitality does not provide legal, regulatory, or safety compliance advice and makes no representation that any Product is suitable for Customer’s particular use beyond any express written statement by the manufacturer.

Certain Products may be covered by manufacturer warranties. Where applicable, Customer’s sole warranty rights are those provided by the manufacturer, and Customer may be directed to the manufacturer for warranty evaluation and service.

DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY EXPRESSLY PROVIDED BY USA HOSPITALITY IN A SIGNED WRITING, USA HOSPITALITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, USA HOSPITALITY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, DOWNTIME, LABOR COSTS, OR THIRD-PARTY COSTS, ARISING OUT OF OR RELATING TO ANY ORDER OR PRODUCTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USA HOSPITALITY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

Customer will defend, indemnify, and hold harmless USA Hospitality and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s misuse, improper storage/handling, failure to follow label/SDS directions, unlawful use, or unauthorized resale/representation of the Products, and any claim by Customer’s end users arising from such conduct.

USA Hospitality is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, weather, fires, floods, pandemics, labor disputes, supply chain disruptions, transportation delays, carrier capacity limits, governmental actions, tariffs, regulatory restrictions, system outages, or other similar events. In such event, performance is excused for the duration of the event and a reasonable ramp-up period.

All trademarks, logos, and copyrighted materials displayed or provided by USA Hospitality are owned by USA Hospitality or its licensors. Customer may not use USA Hospitality marks without prior written consent.

Certain manufacturers and brands may restrict online resale, marketplace listings, or marketing claims. Customer is solely responsible for complying with any manufacturer-imposed resale restrictions applicable to Products purchased by Customer. USA Hospitality may, in its discretion, refuse sales where it reasonably believes Products will be resold in violation of supplier restrictions or law.

These Sale Terms and all Orders are governed by the laws of the State of Florida, without regard to conflict of law principles. Any legal action relating to these Sale Terms or an Order must be brought in the state courts located in Orange County, Florida or, if federal jurisdiction exists, the United States District Court for the Orange County, Florida. Each Party submits to the personal jurisdiction of such courts.

If any provision is held unenforceable, the remaining provisions will remain in full force and effect. No waiver is effective unless in writing and signed by the waiving Party. No failure to enforce any provision constitutes a waiver.

These Sale Terms benefit only the Parties and do not create any third-party beneficiary rights. Customer may not assign its rights without USA Hospitality’s prior written consent. USA Hospitality may assign these Sale Terms in connection with a merger, reorganization, or sale of substantially all assets.

USA Hospitality, Inc.

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

Phone: (407) 903-1600

Email: contactus@usahospitality.com