General Terms

1. Scope; Acceptance

These Terms and Conditions (the “Terms”) govern all sales, shipments, deliveries, returns, and other transactions involving products, goods, and related items (“Products”) sold or distributed by USA Hospitality, Inc. (“USA Hospitality,” “we,” “us”) to any customer (“Customer,” “you”). By submitting an order, opening an account, using our website, or accepting delivery, Customer agrees to be bound by these Terms.

2. Entire Agreement; Conflicting Terms Rejected

These Terms constitute the entire agreement for the applicable transaction unless the parties execute a separate written agreement signed by an authorized officer of USA Hospitality. Any different or additional terms in Customer purchase orders, vendor portals, emails, acknowledgments, or other documents are rejected and void unless expressly accepted in a signed writing by USA Hospitality.

3. Orders; Acceptance; Modifications

• All orders are subject to acceptance by USA Hospitality.
• An order is accepted when confirmed in writing or when Products are shipped, whichever occurs first.
• We may reject, cancel, or limit quantities in whole or part in our discretion.
• Customer requests to modify/cancel an accepted order may be denied and may incur restocking, freight, or handling charges.

4. Delivery; Risk of Loss; Authorized Receipt

• Delivery dates are estimates; delays do not constitute breach and do not entitle Customer to damages.
• Customer must provide safe, lawful access and accurate delivery instructions.
• Delivery to Customer’s provided “Ship To” address is deemed authorized and completes our delivery obligation.
• Customer is responsible for loss, theft, or damage after delivery to the designated location.

5. Inspection; Shortage/Damage Claims

Customer must inspect shipments upon receipt. Claims for shortage, damage, incorrect items, or nonconformity must be submitted in writing within five (5) business days of delivery with supporting documentation. Failure to provide timely notice constitutes irrevocable acceptance.

6. Returns; Restocking

Returns require prior written authorization and a Return Authorization reference. Returns may be denied. Approved returns are subject to restocking fees, return freight, handling costs, and manufacturer restrictions. Special-order, nonstock, discontinued, custom, private-label, and clearance items are generally nonreturnable.

Pricing & Payment

7. Pricing

• All prices are in U.S. Dollars and may change without notice until an order is accepted.
• Quoted pricing may be time-limited and subject to supplier/manufacturer increases and availability.
• Volume/contract pricing may be adjusted if purchase thresholds are not met.

8. Payment Terms; Credit Approval

• Open-account terms (e.g., Net 30) are available only after credit approval at our discretion.
• We may impose credit limits, require deposits, request updated financials, or change terms at any time.
• If credit is denied or exceeded, we may require prepayment or suspend shipments.

9. Late Payments; Collection

• Past-due balances may accrue interest at 1.5% per month (18% APR) or the maximum lawful rate, whichever is less.
• Customer is responsible for all collection costs, including reasonable attorneys’ fees and agency fees.
• We may place the account on hold, cancel orders, or require certified funds.

10. Taxes; Exemptions

Prices exclude taxes, fees, or duties. Customer is responsible for all applicable taxes unless a valid, properly completed exemption/resale certificate is provided prior to shipment for the relevant jurisdiction.

11. Payment Processing; Chargebacks

• Online/card payments may be subject to verification and anti-fraud controls.
• Customer agrees not to initiate unjustified chargebacks; disputed invoices must be raised directly with us.
• Customer is responsible for chargeback fees, bank fees, and administrative costs resulting from improper disputes.

Product Liability & Warranty

12. Distributor Only; Manufacturer Responsibility

Customer acknowledges USA Hospitality is a distributor/reseller and not the manufacturer of most Products. Product specifications, warnings, instructions, and warranties are provided by the manufacturer. To the fullest extent permitted by law, USA Hospitality disclaims responsibility for design/manufacturing defects and Customer’s sole remedy for such defects is against the manufacturer.

13. Pass-Through Warranties; Disclaimer

To the extent transferable manufacturer warranties exist, we will pass through such warranties where practicable. EXCEPT AS EXPRESSLY STATED IN A SEPARATE SIGNED WRITING, ALL PRODUCTS ARE PROVIDED “AS IS” AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Chemical Products; SDS; Safe Use; No Misuse Liability

• Chemicals may be hazardous if mishandled; Customer must review labels and Safety Data Sheets (SDS).
• Customer is solely responsible for training personnel, proper dilution, PPE, storage, and disposal.
• USA Hospitality is not responsible for poisoning, exposure, improper mixing, misuse, off-label use, or failure to follow SDS/label instructions.
• Customer assumes all risk of personal injury, illness, death, and property damage arising from misuse or improper handling/storage/disposal.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, USA HOSPITALITY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS/REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA). OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM.

16. Indemnification by Customer

Customer shall indemnify, defend, and hold harmless USA Hospitality and its officers, employees, and agents from any third-party claims arising out of Customer’s misuse, negligent handling, improper storage/disposal, failure to follow SDS/label instructions, regulatory noncompliance, or Customer’s breach of these Terms.

Dispute Resolution

17. Governing Law

These Terms and all disputes are governed by the laws of the State of Florida, without regard to conflict of laws rules. The CISG does not apply.

18. Venue; Jurisdiction

Any legal action shall be brought exclusively in the state courts of Orange County, Florida, or if jurisdiction exists, the U.S. District Court for the Middle District of Florida. Customer consents to personal jurisdiction and venue.

19. Limitations Period

To the extent permitted by law, any claim by Customer must be filed within one (1) year after the cause of action accrues.

20. No Jury Trial; Attorneys’ Fees

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW. The prevailing party is entitled to reasonable attorneys’ fees and costs.

General Provisions

21. Compliance; Restricted Use

Customer is responsible for compliance with all applicable federal, state, and local laws and regulations relating to purchase, handling, storage, use, and disposal of Products, including chemicals and regulated items.

22. Force Majeure

USA Hospitality is not liable for delays or failure to perform due to causes beyond reasonable control, including supplier/manufacturer shortages, transportation disruptions, weather events, labor disputes, governmental actions, emergencies, or system outages.

23. Severability; Waiver

If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce any right is not a waiver.

24. Updates

We may update these Terms from time to time. The version in effect at the time of order acceptance governs that transaction.

25. Contact

USA Hospitality, Inc. — Orange County, Florida. For questions regarding these Terms, please contact our customer service team.