USTS Terms and Conditions of Sale

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General Terms and Conditions of Sale

1. General  

These General Terms and Conditions of Sale (hereinafter “GTCS”) govern transactions by which Buyer purchases goods from US Textile Supply (“USTS”).

2. Definitions

2.1. “Acceptance”: shall mean means Seller’s acknowledgment of Buyer’s Order, whether by written confirmation, commencement of performance, or delivery of Goods, subject to these Terms and Conditions.

2.2. “Agreement” means, collectively, these Terms and Conditions of Sale, the Order accepted by Seller, and any Attachments expressly incorporated by reference therein.

2.3. “Attachments”: means all documents, exhibits, schedules, specifications, drawings, statements of work, and other materials expressly incorporated by reference into the Order or Agreement.

2.4. “Buyer”: means the individual, company, government agency, or other entity purchasing Goods or Services from Seller, as identified in the Order.

2.5. “Goods”: means the products, materials, supplies, equipment, or other tangible items manufactured, produced, or supplied by Seller pursuant to an Order.

2.6. “Offer”: means any quotation, proposal, price list, or other written communication issued by Seller to Buyer setting forth potential terms of sale, which shall not constitute a binding contract unless accepted by Seller in accordance with these Terms and Conditions.

2.7. “Order”: means Buyer’s purchase order, contract, or other written or electronic request to purchase Goods from Seller, which shall be subject exclusively to these Terms and Conditions.

2.8. “Party/Parties”: means, individually, either Buyer or Seller, and collectively, both Buyer and Seller.

2.9. “Seller”: means US Textile Supply, a division of Dexterra Group, LLC, and its successors or permitted assigns.

2.10. “Statement of Work”: means a written description of specific tasks, deliverables, schedules, and responsibilities, if applicable, that governs the performance of Services or production of Goods under an Order.

2.11. “Technical Specifications” means the technical, functional, or performance requirements for the Goods, including any drawings, designs, samples, or descriptions provided by Buyer and expressly agreed to in writing by Seller.

3. Order of Precedence.

In the event of any conflict, inconsistency, or ambiguity among the documents comprising the Agreement, the following order of precedence shall govern, unless otherwise expressly agreed in writing by the Parties:

3.1. These Terms and Conditions of Sale;

3.2. Signed Order; 

3.3. Attachments; 

3.4. Any other documents executed in writing by the Parties and made part of the Agreement. 

4. Order Acceptance & Formation of Contract. 

Order Acceptance & Formation of Contract. All quotations, proposals, or price lists issued by US Textile Supply, a division of Dexterra Group, LLC (“Seller”), are non-binding and subject to change without notice. A binding contract for the sale of goods shall arise only upon Seller’s written confirmation of Buyer’s purchase order, or upon Seller’s commencement of performance (including procurement or manufacture of goods), whichever occurs first. Buyer’s submission of a purchase order, request for goods, or other offer to purchase shall constitute an offer subject exclusively to these Terms and Conditions of Sale. Any terms or conditions proposed by Buyer that are inconsistent with, additional to, or different from these Terms and Conditions shall be rejected and shall not become part of the contract unless expressly accepted in writing by an authorized representative of Seller. No modification of an accepted order shall be binding unless made in writing and signed by both parties.

5. Price and Payment

5.1. Prices. All prices are stated in U.S. dollars and are exclusive of applicable federal, state, or local sales, use, excise, or other taxes, tariffs, duties, or fees, which shall be the responsibility of Buyer. Unless otherwise agreed in writing, prices quoted by Seller are valid for thirty (30) days from the date of quotation and may be adjusted thereafter without notice.

5.2. Adjustments. Seller reserves the right to adjust prices to reflect increases in costs of raw materials, labor, energy, transportation, tariffs, or other factors beyond Seller’s reasonable control that materially affect the cost of production or delivery of the Goods.

5.3. Payment Terms. Unless otherwise agreed in writing, payment for all Orders shall be made as follows: fifty percent (50%) of the total Order value shall be due and payable as a non-refundable deposit upon placement of the Order, and the remaining fifty percent (50%) shall be due and payable upon completion of the Order and prior to shipment of the Goods. The non-refundable deposit secures production capacity, materials procurement, and other costs incurred by Seller in reliance on the Order. In the event of cancellation by Buyer for any reason, the deposit shall be retained by Seller without prejudice to Seller’s right to recover additional damages. All payments shall be made in U.S. dollars in immediately available funds by check, electronic funds transfer, or other method approved by Seller.

5.4. Late Payments. Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Buyer shall reimburse Seller for all reasonable costs of collection, including attorneys’ fees, incurred as a result of Buyer’s non-payment.

5.5. Credit Approval. All sales are subject to the continuing credit approval of Seller. If Buyer’s financial condition becomes unsatisfactory in Seller’s sole judgment, Seller may, without liability, suspend performance, require advance payment, or require other adequate assurance of performance.

5.6. No Set-Off. Buyer shall not set off, deduct, or withhold from any payment due to Seller any amounts alleged to be owed by Seller to Buyer, unless expressly authorized in writing by Seller.

5.7. Electronic Payments. Seller may, at its option, require payment to be made by electronic funds transfer (EFT) or other electronic means.

6. Shipping and Delivery

6.1. Delivery Terms. Unless otherwise agreed in writing, all deliveries shall be made F.O.B. Seller’s facility (Incoterms® 2020: FCA Seller’s facility) Risk of loss or damage to the Goods shall pass to Buyer upon delivery to the carrier, regardless of whether freight, insurance, or other shipping costs are prepaid or collected. Title to the Goods shall not pass to Buyer until Seller has received payment in full.

6.2. Shipping Method. Seller shall select the method of shipment and carrier unless otherwise specified in the Order and accepted by Seller in writing. All shipping, handling, and insurance charges shall be borne by Buyer and will be added to the invoice unless otherwise agreed.

6.3. Delivery Dates. Delivery dates provided by Seller are estimates only. While Seller will make commercially reasonable efforts to meet requested delivery schedules, Seller shall not be liable for any loss, damage, or penalty resulting from delay in delivery, regardless of cause.

6.4. Partial Shipments. Seller reserves the right to make partial shipments and to invoice each shipment separately, which shall be paid when due without regard to subsequent deliveries.

7. Inspection & Acceptance.

7.1. Inspection. Buyer shall promptly inspect all Goods upon receipt. Buyer must notify Seller in writing of any shortages, damages, or non-conformities within ten (10) calendar days of delivery. Failure to provide such notice within the specified period shall constitute unqualified acceptance of the Goods.

7.2. Acceptance. Goods shall be deemed accepted by Buyer unless Seller receives timely written notice of rejection in accordance with this section. Rejected Goods must be preserved and returned to Seller at Buyer’s expense, unless otherwise agreed in writing.

7.3. Remedies. or properly rejected Goods, Seller shall, at its option, repair, replace, or issue a credit for the non-conforming Goods. Such remedies shall be Buyer’s exclusive remedies for non-conforming Goods.

8. Non-Conforming Goods. 

If any Goods delivered under the Agreement are determined by Seller to be non-conforming, Seller’s sole obligation and Buyer’s exclusive remedy shall be limited, at Seller’s option, to (a) repair of the non-conforming Goods, (b) replacement of the non-conforming Goods with conforming Goods, or (c) issuance of a credit in the amount of the purchase price of the non-conforming Goods. All claims for non-conforming Goods must be made in accordance with the Inspection and Acceptance provisions of this Agreement. Seller shall not be responsible for any costs of removal, installation, or reinstallation of Goods, or for any incidental, indirect, or consequential damages arising from the delivery of non-conforming Goods.

9. Warranty. 

Seller warrants solely that the Goods delivered under this Agreement shall, at the time of delivery, be free from material defects in workmanship and materials. This warranty is limited to defects that materially impair the intended use of the Goods and is valid for a period of forty five (45) days from the date of delivery. Buyer’s exclusive remedy, and Seller’s sole liability, shall be limited, at Seller’s option, to repair, replacement, or issuance of a credit for the defective Goods.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability.

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR DAMAGE TO OTHER PROPERTY, ARISING OUT OF OR RELATING TO THE AGREEMENT, THE GOODS, OR THEIR USE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SELLER’S TOTAL LIABILITY UNDER OR RELATING TO THE AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

11. Indemnification.

11.1. By Buyer. Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, suits, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Buyer’s use, resale, or distribution of the Goods; (b) Buyer’s breach of the Agreement or violation of applicable law; (c) Any specifications, designs, or materials supplied by Buyer; or (d) Claims alleging that the Goods, when manufactured in accordance with Buyer’s requirements, infringe any intellectual property rights.

11.2. By Seller. Seller shall indemnify and hold Buyer harmless from third-party claims that Goods, in the form delivered by Seller and not altered or combined with other products, directly infringe any United States patent, copyright, or trademark, provided that Buyer gives Seller prompt written notice of such claim and full authority to control the defense and settlement thereof. Seller shall have no liability under this section if the claim arises from (a) compliance with Buyer’s specifications or instructions; (b) modification or combination of the Goods by Buyer or any third party; or (c) use of the Goods in a manner not reasonably contemplated by Seller.

11.3. Limitation. In accordance with Section 10, the indemnification obligations set forth herein shall be subject to the limitations of liability contained in this Agreement. 

12. Confidentiality and Intellectual Property.

12.1. Confidential Information. Each Party agrees to maintain in strict confidence and not disclose to any third party any non-public, proprietary, or confidential information disclosed by the other Party in connection with the Agreement (“Confidential Information”), except as necessary to perform its obligations under the Agreement. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without use of the other Party’s Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving Party gives prompt notice to the disclosing Party. Confidential Information shall be used solely for purposes of fulfilling the Agreement and shall not be copied, reverse engineered or used for any other purpose without the prior written consent of the disclosing Party.

12.2. Intellectual Property. Confidential Information shall be used solely for purposes of fulfilling the Agreement and shall not be copied, reverse engineered or used for any other purpose without the prior written consent of the disclosing Party. Any branding, labeling, or marking applied to the Goods at Buyer’s request shall not grant Buyer any ownership interest in Seller’s intellectual property. 

12.3. Survival. The obligations set forth in this section shall survive expiration or termination of the Agreement.

13. Order Handling/Termination.

13.1. Order Delays. Delivery dates provided by Seller are estimates only. Seller shall not be liable for any damages, penalties, or expenses resulting from any delay in delivery, whether caused by Buyer, carriers, suppliers, or events beyond Seller’s reasonable control. If Buyer causes a delay in performance (including failure to provide timely approvals, specifications, or payments), Seller shall be entitled to a reasonable extension of time and to recover any additional costs incurred as a result of such delay.

13.2. Order Changes. Buyer may request changes to an Order only by written notice to Seller. No change shall be binding unless expressly accepted in writing by an authorized representative of Seller. If Buyer’s requested change affects the price, delivery schedule, or other terms, Seller shall notify Buyer of such adjustments, and the Order shall be modified accordingly by mutual written agreement. Seller may reject any requested change that materially alters the scope, feasibility, or timing of production.

13.3. Order Cancellations.

13.3.1. By Buyer. Buyer may not cancel, reschedule, or modify any Order once accepted by Seller without Seller’s prior written consent. In the event Seller consents to a cancellation, Buyer shall remain liable for (a) the non-refundable deposit, and (b) any costs incurred by Seller in connection with the Order, including but not limited to materials, labor, subcontracted work, and overhead. Seller reserves the right to require full payment for Goods completed or in process at the time of cancellation.

13.3.2. By Seller. Seller may cancel an Order, in whole or in part, by written notice to Buyer if:
(a) Buyer fails to make payment when due; (b) Buyer becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; (c) Buyer is in material breach of the Agreement; or (d) Seller’s performance is prevented or delayed by a Force Majeure event.

13.3.3. Effect of Cancellation. Upon cancellation, Seller shall have no further obligation to deliver Goods, and Buyer shall pay all amounts due under the Agreement, including any cancellation charges, within ten (10) days of cancellation.

13.4. Termination.

13.4.1. By Buyer. Buyer may not terminate an Order once accepted by Seller except with Seller’s prior written consent. If termination is permitted, Buyer shall remain liable for (i) the non-refundable deposit; (ii) the purchase price of all completed Goods; and (iii) Seller’s costs, expenses, and commitments incurred for work-in-progress and raw materials.

13.4.2. By Seller. Seller may terminate any Order immediately upon written notice if: (i) Buyer fails to make payments when due; (ii) Buyer breaches any material term of the Agreement; (iii) Buyer becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (iv) performance is prevented by a Force Majeure event.

13.4.3. Effect of Termination. Upon termination, Buyer shall promptly pay all amounts due under the Agreement, including termination charges. Termination shall not affect rights or obligations that accrued prior to termination, including Seller’s rights to payment, indemnification, or enforcement of confidentiality.

14. Compliance with Laws.

Buyer and Seller shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with the performance of the Agreement, including but not limited to laws governing labor, health and safety, environmental protection, and fair trade practices. Where Goods are sold for use under a U.S. Government contract or subcontract, Buyer shall comply with all mandatory flow-down clauses, including those relating to domestic sourcing (e.g., the Berry Amendment, Buy American Act, and Trade Agreements Act) to the extent applicable.

14.1. Export Control.  Buyer acknowledges that the Goods may be subject to U.S. export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and applicable trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Buyer agrees not to export, re-export, or transfer the Goods in violation of such laws, and shall obtain all necessary licenses, permits, or authorizations prior to any such export, re-export, or transfer.

14.2. Prohibited Practices. Buyer shall not engage in any unlawful or unethical conduct relating to the purchase, use, or resale of the Goods, including but not limited to bribery, corruption, kickbacks, or violations of U.S. anti-boycott laws.

14.3. Certification. Upon request, Buyer shall provide Seller with certifications of compliance reasonably required by Seller to demonstrate adherence to applicable laws and regulations.

15. Force Majeure.

Seller shall not be liable for any failure or delay in performance of its obligations under the Agreement to the extent such failure or delay is caused by or results from events beyond Seller’s reasonable control, including but not limited to acts of God, natural disasters, fire, flood, explosion, epidemic or pandemic, war, terrorism, civil commotion, labor disputes, strikes or shortages, supply chain disruptions, embargoes, government orders or restrictions, transportation delays, power outages, or shortages of raw materials. In the event of a Force Majeure occurrence: (a) Seller shall provide Buyer with prompt notice of the event and its expected duration, if reasonably determinable; (b) The time for Seller’s performance shall be extended for the period of delay caused by the Force Majeure event; and (c) If the delay continues for more than sixty (60) days, either Party may terminate the affected Order upon written notice, without liability except for obligations accrued prior to the Force Majeure event.

16. Miscellaneous.

16.1. Governing Law/Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of laws principles. The Parties agree that any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and each Party irrevocably submits to the personal jurisdiction of such courts. To the fullest extent permitted by law, each Party waives any right to a trial by jury in any action, suit, or proceeding arising out of or relating to this Agreement.

16.2. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, the Goods, or the relationship of the Parties, whether in contract, tort, or otherwise, shall be resolved exclusively and finally by binding arbitration as set forth below. Arbitration shall be the sole and exclusive forum for resolving such disputes, and neither Party shall pursue any action in court except to enforce an arbitration award or to seek temporary equitable relief pending arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect, by a single arbitrator appointed in accordance with such rules. The arbitration shall take place in Tampa, Florida, and shall be conducted in the English language. The arbitrator’s decision shall be final and binding on the Parties, and judgment on the award may be entered in any court having jurisdiction. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and arbitration costs. Notwithstanding the foregoing, either Party may seek temporary injunctive or equitable relief in a court of competent jurisdiction to preserve the status quo pending completion of arbitration.

16.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way. The Parties agree that any such invalid, illegal, or unenforceable provision shall be replaced with a valid, legal, and enforceable provision that most closely reflects the original intent of the Parties.

16.4. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned, delegated, or otherwise transferred by Buyer without the prior written consent of Seller, and any attempted assignment without such consent shall be null and void. Seller may assign or subcontract its rights or obligations under this Agreement, in whole or in part, without Buyer’s consent, provided that such assignment does not materially impair Seller’s performance. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

16.5. Entire Agreement. This Agreement, together with the Order accepted by Seller and any Attachments expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of Seller.

Terms and Conditions of Sale 

Last Revised: September 1, 2025