The terms and conditions set forth below apply to any website owned or operated by Universal Hotel Supply, Inc. dba Universal Supply (“Universal,” “we,” “us” or “our”), together with any and all mobile sites, services, applications, platforms and other tools where these terms appear or are otherwise referenced, or for which no separate terms are provided, as well as to any interaction, by mail, telephone, email or otherwise, between you, our “Customer”, and Universal (collectively, the “Website”). By accessing, engaging or otherwise utilizing the Website, you agree to the terms and conditions set forth below (this “Agreement”). We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time, and you should check this Agreement periodically for changes. By using the Website after we post any changes to this Agreement or otherwise notify you of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Agreement, you should not use our Website. By using the Website, you agree to be legally bound and to abide by this Agreement just as if you had signed this Agreement.
- Terms & Conditions Applicable to all Users – General
- License. We grant you a personal, limited, non-exclusive, nontransferable license to access and use the Website and materials that are part of the Website, including, but not limited to, articles, images, illustrations, designs, product descriptions, catalogs, photographs, videos and audio files (collectively, the “Content”). This license does not include: any resale use; collection and commercial use of any photographs or other Content; derivative use of the Website; downloading, copying, or other use of the Website or Content for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in this Agreement are reserved and retained by Universal and/or our suppliers and licensors. The licenses granted by Universal to you automatically terminate if you do not comply with this Agreement.
- Restrictions on Use. You may not use the Website for any purpose that is illegal or harmful, infringes the rights of others or restricts or inhibits the use of the Website by others. Unless otherwise noted, all Content is protected by copyright and owned, controlled or licensed by Universal. You shall abide by all copyright notices, information or restrictions contained in any Content, and you shall not modify, copy, reproduce, hyperlink, download, transmit or distribute in any way without our express permission. Use of any robot, spider, other automatic device or manual process to monitor or copy the Content is strictly forbidden. All trademarks, service marks and trade names are proprietary to Universal or our suppliers or licensors. We reserve the right to suspend or terminate your access to the Website for any lawful purpose in our sole discretion, including, without limitation, your actual or threatened violation of this Agreement.
- Third Party Content. Any reference made by the Website to any third party product or service is provided for informational purposes only and does not constitute or imply our endorsement or recommendation. Any opinions, advice, statements or other information expressed in third party content included in, on or through the Website are those of the respective author or distributor and do not necessarily state or reflect those of Universal. To the extent that the Website contains links to outside services and resources, we do not control the availability and content of those outside services and resources.
- International Users. We control, operate and administer the Website from our offices within the United States of America. We make no representation or warranty that the materials contained within the Website, including any product displayed thereon, are appropriate or available for use at locations outside of the United States, and access to them from territories where the content or products available through the Website are illegal is prohibited. You may not use the Website or export the Website in violation of United States export laws and regulations. If you access the Website from a location outside of the United States, you are responsible for compliance with any and all local laws, rules, regulations and ordinances.
- Use by Minors. You must be at least 13 years old to use the Website. If you are under the age of majority in your state of residence (a minor) your parent or legal guardian must agree to this Agreement on your behalf and you may only access and use the Website with permission from your parent or legal guardian.
- Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflicts of law provisions. In the event of any dispute regarding this Agreement, the Website and/or any Order, the state courts located in Montgomery County, Pennsylvania and the federal courts located in Philadelphia, Pennsylvania shall be the exclusive place of venue and jurisdiction, and Customer waives any right Customer may have to transfer or change venue regarding Customer's obligations to Universal under this Agreement.
- WARRANTIES AND DISCLAIMERS.
THE WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNIVERSAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNIVERSAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE CONTENT WILL BE UNINTERRUPTED OR ERROR- FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AND CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COLORS SHOWN ON THE WEBSITE MAY NOT APPEAR ACCURATELY ON ALL BROWSERS, COMPUTERS AND ELECTRONIC DEVICES; SOME VARIATIONS MAY EXIST. WHEN FABRIC COLOR IS CRITICAL, YOU SHOULD REQUEST ADDITIONAL DETAILS ON COLOR, WHICH MAY INCLUDE A SWATCH OR PHYSICAL SAMPLE. PACKAGING OF PRODUCTS MAY VARY. ALTHOUGH MEASURES ARE TAKEN TO ENSURE THE INFORMATION ON THE WEBSITE IS AS TIMELY AND ACCURATE AS POSSIBLE, UNIVERSAL ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION. PRICING AND PRODUCT AVAILABILITY IS SUBJECT TO CHANGE WITHOUT NOTICE AND PRICING AND IS NOT GUARANTEED. UNIVERSAL ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION. ACTUAL PRODUCTS MAY DIFFER SLIGHTLY IN APPEARANCE TO IMAGES SHOWN. ACTUAL PRODUCTS MAY VARY BASED UPON MANY FACTORS AND, WITH YOUR APPROVAL, PRODUCTS MAY BE SUBSTITUTED TO THE NEAREST COMPARABLE ITEM. IS NOT GUARANTEED.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UNIVERSAL BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM ANY ORDER OR THE USE OF, OR THE INABILITY TO USE, THE CONTENT OR THE WEBSITE, EVEN IF UNIVERSAL OR A UNIVERSAL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UNIVERSAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) RELATED TO YOUR ACCESS TO OR USE OF THE WEBISTE OR THE CONTENT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE AND/OR CONTENT. IN NO EVENT SHALL UNIVERSAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) RELATED TO ANY ORDER EXCEED THE AMOUNT PAID BY YOU FOR THE MERCHANDISE IN SUCH ORDER FROM WHICH THE DAMAGES, LOSSES OR CAUSE OF ACTION RESULTED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Miscellaneous. This Agreement is between you and Universal and is not intended to benefit any third party; no third party shall be entitled to enforce this Agreement. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing signed by an officer of Universal in order to be effective. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination. Each and every provision of the Agreement is severable from any and all other provisions of this Agreement. In the event that any provision of this Agreement is held to be invalid, the other provisions shall continue in full force and effect, and the offending provision, to the extent practicable, shall be reformed so as to achieve its intended purpose.
- Assignment. This Agreement is binding upon Customer and its heirs, successors, permitted assigns, representatives, and survivors and shall inure to the benefit of Universal and its successors and assigns. Customer may not assign any rights or benefits under this Agreement without Universal's prior written consent, which consent may be withheld in Universal's sole discretion. If Customer is a corporation or other entity, a transfer or assignment of a majority of the equity interest in Customer is considered an assignment within the meaning of this provision.
- Indemnification. You agree to indemnify, defend and hold Universal harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees, related to your violation or alleged violation of this Agreement or any Order or your use of or access to the Website or the Content.
- Notice. Any notices that Customer provides to Universal regarding this Agreement must be in writing and directed to the attention of Universal's credit department manager at the company and address specified below:
Universal Supply
P.O. Box 678
Willow Grove, PA 19090
info@universalhotelsupply.com
- Terms and Conditions Applicable to Orders
- Orders. You may be required to create an account with Universal to access certain areas of the Website, view certain content and place Orders. Section 3 below applies to accounts and account holders. You agree that Universal is not subject to any terms and conditions set forth in any purchase order, confirmation or other communication from you that would supplement or vary this Agreement; however all distribution agreements, invoices or other Universal documents approved by Universal in writing to evidence your specific obligations to Universal are incorporated in this Agreement by reference. The receipt of an e-mail order confirmation for online orders through our Website does not constitute the acceptance of an order or a confirmation of an offer to sell. Universal reserves the right, without prior notification, to limit the order quantity on any item and/or refuse service to any Customer. Verification of information may be required prior to the acceptance of any order.
- Payment. Unless otherwise agreed by Universal in writing (including, without limitation, by the extension of credit to Customer), all payments are due at the time the Order is placed. Universal may require a deposit or permit deferred payments in its sole discretion. Orders will be held by Universal until the required payment is made. All deposits and prepayments, including, without limitation, prepayments for custom goods described below, are non-refundable. If Customer does not pay or perform on time, all amounts owed become immediately due and payable in full. Subject to any legal limits, Universal may charge: (i) interest on amounts that are more than sixty (60) days past due equal to the lesser of (A) 1.5% per month and (B) the highest non-usurious rate permitted by applicable law on past due amounts from date due until paid; which rate shall apply to post-judgment interest also; (ii) all costs of collection (e.g., attorneys' fees and expenses); and (iii) a $30 fee for each returned item (whether ACH, wire, or check) that is dishonored for any reason, or such greater amount permitted by law. In each instance, all charges and fees, and Universal's rights and remedies, are subject to and automatically constrained by applicable law. Universal reserves the right to apply customer credits and payments against open debits and invoices as needed.
- Acceptable Payment Methods. Universal currently accepts payment by Visa, MasterCard, Discover, and American Express. Credit card payments are subject to additional fees imposed by the processor. Your credit card statement will serve as your receipt. If you require a copy of your invoice, please request it at the time you place your order. Other methods of payment, such as check or ACH, and/or deferred payments, are conditioned upon the submission of a credit application and approval by Universal, in its sole discretion, as more fully described in Section 3c. below.
- Custom and Made-To-Order Products. Unless otherwise agreed by Universal in writing, prepayment in full is required for custom and made-to-order product Orders, and such Orders may not be canceled or returned. All deposits and prepayments are non-refundable. If you do not take immediate delivery of custom or made-to-order products, (i) Universal reserves the right to charge storage fees, (ii) you agree to take delivery of such product in accordance with the timeframe agreed by you and Universal at the time of the Order, and (iii) you agree to make payments, including taxes, shipping charges and delivery fees, as and when due. In the event you default on any obligation in connection with a customer or made-to-order product Order and such default is not cured within thirty (30) days, you acknowledge and agree that you forfeit all right, title and interest in and to such products and Universal shall have the right to sell, use or otherwise dispose of such product, with or without removing any logo, trademark or other identifying marks, solely for Universal’s own benefit and with no further obligation to you.
- Freight Charges. Unless otherwise agreed by Universal in writing, you are responsible for all shipping, parcel, freight and other delivery charges, including, without limitation, fees for change in delivery services, inside delivery and other special requests (collectively, “Shipping Charges”) on all orders through the Website or by phone, email or other means (collectively, “Orders”).
- Acceptance. You should inspect all Orders upon receipt. If there is a shortage, damage, or any concern about the Order, including, without limitation, any product included therein or delivery thereof, it must be noted on the delivery receipt and reported to Universal within three days of delivery. Universal will make every attempt to resolve any good faith Order issue reported in accordance with this Section 2f.
- Return Policy. If you wish to return merchandise, you must request the return in writing within seven days after receipt addressed to our Customer Service Team at: clientservice@universalhotelsupply.com. Universal will not accept returns of merchandise that is used, not in the original packaging or not in re-stocking condition. All returns are subject to Universal’s prior written approval and must be accompanied by a return authorization number. UNIVERSAL IS NOT RESPONSIBLE FOR, AND YOU WILL NOT RECEIVE CREDIT FOR, ANY ITEMS RETURNED WITHOUT WRITTEN APPROVAL AND A RETURN AUTHORIZATION NUMBER. Customer shall pay a 20-30% restocking fee and return shipping charges, including the cost of all call tags, for all returns; provided that Universal will waive this fee if Universal determines, in its sole discretion, that the items are returned as a result of a manufacturing defect or receipt of incorrect item. Original Shipping Charges will not be refunded. Drop ship orders are subject to the return policy of the applicable supplier. All furniture, fixtures & equipment (FF&E) and custom-made products are non-returnable and non-refundable.
- Cancellations. Order cancellation requests are not guaranteed. If you wish to cancel an Order, you should immediately contact our Customer Service Team at: clientservice@universalhotelsupply.com. Orders for products may not be cancelled after we have shipped the Order or placed the Order with the manufacturer. If we can successfully cancel the order, Universal will provide you with a cancellation confirmation in writing via email. If Universal is unable to cancel an Order, Customer is financial responsible.
- Terms & Conditions Applicable to Account Holders
- Scope. You may submit an application for an account via email to: clientservice@universalhotelsupply.com. Your application is not binding upon Universal unless approved by Universal in writing. If your application is approved, this Section 3, in addition to the remaining sections of this Agreement, shall apply to you and your Orders, and your application, including any credit application, shall become part of this Agreement.
- Group Purchasing. If Customer owns a franchise issued by a franchisor or is a member of a group purchasing organization and is purchasing under an agreement (the “Master Agreement”) between Universal and such franchisor or group purchasing organization (as applicable, the “Master Organization”), Customer agrees to abide by all obligations and limitations imposed upon participating purchasers under the Master Agreement. Customer further agrees that Universal shall not be responsible for, and Customer hereby releases Universal from, all loss, damage or liability arising out of Universal's compliance with the Master Agreement or any directive or suggestion of the Master Organization including, without limitation, a directive or suggestion by the Master Organization requiring or suggesting that Universal cease further sales to Customer pursuant to the Master Agreement or further sales of the Master Organization's proprietary product.
- Credit Privileges. Customer may apply to Universal for credit privileges for its Orders. All credit privileges are subject to Universal’s approval, in its sole discretion. Customer agrees that Universal, in its sole discretion, may increase, decrease or terminate credit at any time. Universal may terminate Customer’s credit privileges at any time without prior notice to Customer except as otherwise prohibited or limited by law. Universal may, in its sole discretion, establish or determine payment terms with Customer and its affiliates. Universal reserves the right to modify payment terms for Customer or its affiliates for any reason, including, without limitation, if, in Universal's sole discretion, Universal becomes aware of circumstances that may materially and adversely impact such entity's ability to meet its financial obligations when due. Universal’s right to modify payment terms shall not be deemed to be a modification of this Agreement and are in addition to the rights described in any of Universal's credit, return, collection and other policies that may have been provided to Customer.
- Credit reports and application information. Customer acknowledges and agrees that Universal is relying upon the information provided by Customer as inducement to accept Customer’s account application and to extend credit to Customer (to the extent requested). Customer certifies to Universal that all information Customer has provided to Universal in writing is, and that all information provided by Customer to Universal hereafter shall be, true, correct and complete in each and every respect and not misleading in any respect. Customer authorizes Universal to investigate Customer's credit and business affairs. Upon Customer's request, Universal will inform Customer if a credit report was requested and the name and address of any reporting agency that furnished any such report. Customer agrees to notify Universal in writing by certified mail, return receipt requested, of any material changes in Customer's financial condition or business affairs, including, without limitation, any changes in financial information or condition, ownership, addresses, business locations, telephone, contact information, and other matters.