Terms & Conditions

These Terms and Conditions ("Terms" or "Agreement") govern all orders placed by wholesale purchasers ("Customer") with DECO USA LLC, a Wyoming corporation doing business as Deco Marché ("Company," "we," "us," or "our"), unless Customer and Company have entered into a separate written agreement that expressly supersedes these Terms.

Company maintains its principal place of business at 400 Kenton Lands Road, Suite 1, Erlanger, Kentucky 41018.

BY PLACING AN ORDER WITH COMPANY, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT PLACE ANY ORDERS WITH COMPANY.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

"Confidential Information" means any non-public information, technical data, trade secrets, or know-how disclosed by one party to the other, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Customer" means any wholesale purchaser who places an Order with Company, including Resellers.

"Delivery" means the transfer of Products to Customer or Customer's designated carrier in accordance with the shipping terms specified in the Order.

"Deco Marché Products" means goods that are branded, manufactured, or private-labeled under Company's proprietary marks.

"Marks" means Company's trademarks, service marks, trade names, logos, and other proprietary designations, including without limitation "Deco Marché" and "DECO USA."

"Order" means Customer's order for Products submitted through Company's website, email, telephone, facsimile, or other process accepted by Company.

"Products" means all goods offered for sale by Company, including both Deco Marché Products and Third-Party Branded Products.

"Quote" means a non-binding communication from Company to Customer regarding potential pricing, availability, or other terms for a contemplated transaction.

"Reseller" means a Customer that purchases Products from Company for the purpose of resale to end users or other downstream purchasers.

"Third-Party Branded Products" means goods that are manufactured, branded, or licensed by entities other than Company and that are offered for sale through Company's platform.

"Website" means Company's e-commerce platform and any related web properties operated by or on behalf of Company.

2. WHOLESALE TRADE ONLY
3. Trade Qualification. Company sells exclusively to qualified wholesale trade accounts. All Customers must possess a valid resale certificate, business license, or equivalent documentation evidencing their status as a retailer, wholesaler, or manufacturer. Customer represents and warrants that all Products purchased from Company will be used for resale or incorporation into products for resale, and not for personal consumption.
4. Account Approval. All new account registrations are subject to review and approval at Company's sole discretion. Company reserves the right to refuse service to any prospective Customer, or to terminate any existing Customer account, for any reason or no reason, including without limitation if Company determines that Customer's business model, marketing practices, or brand positioning are inconsistent with Company's standards.
5. Tax Exemption Documentation. Customer must provide Company with a valid certificate of exemption or other appropriate documentation to claim exemption from sales, use, or similar taxes. Failure to provide valid exemption documentation will result in the assessment of applicable taxes on Customer's Orders.
6. PROHIBITED SALES CHANNELS
7. Third-Party Marketplace Prohibition. Customer is expressly prohibited from offering, listing, selling, or otherwise making available any Products on any third-party online marketplace, including without limitation Amazon.com, eBay.com, Walmart.com, Wayfair.com, Overstock.com, Etsy.com, or any similar platform (collectively, "Prohibited Marketplaces"). This prohibition applies to all sales channels operated by, through, or in connection with Prohibited Marketplaces, including but not limited to fulfilled-by-merchant, fulfilled-by-marketplace, dropship, and consignment arrangements.
8. Monitoring and Enforcement. Company actively monitors Prohibited Marketplaces for unauthorized sales of Products. Customer acknowledges and agrees that Company may employ third-party services, automated monitoring tools, test purchases, and other methods to detect violations of this Section.
9. Consequences of Violation. Any violation of this Section 3 constitutes a material breach of these Terms. Upon discovery of any such violation, Company may, in its sole discretion and without limiting any other remedies available at law or in equity: (i) immediately suspend or terminate Customer's account; (ii) cancel any pending Orders; (iii) refuse to accept future Orders; (iv) pursue injunctive relief; and (v) seek recovery of all damages, including without limitation lost profits, reputational harm, and attorneys' fees.
10. Certification. By placing an Order, Customer certifies that Customer has not previously violated, and will not in the future violate, the restrictions set forth in this Section 3. Company may require Customer to execute a separate written acknowledgment of these restrictions as a condition of account approval or continued account status.
11. ORDERS AND ACCEPTANCE
12. Quotes. Any Quote provided by Company is for informational purposes only and does not constitute an offer to sell. Quotes are subject to change without notice and do not bind Company to any terms, pricing, or availability.
13. Order Submission. Customer may submit Orders through Company's Website or other methods approved by Company. All Orders are subject to acceptance by Company. Company's receipt or acknowledgment of an Order does not constitute acceptance. Company reserves the right to accept or reject any Order, in whole or in part, for any reason, including without limitation credit concerns, product availability, pricing errors, or suspected fraud.
14. Order Minimums. The following minimum order requirements apply to all Customers unless otherwise agreed in writing:

FCQ – Full Case Quantity:

• One Thousand Dollar ($1,000.00) minimum order requirement. Full case quantities must be ordered.
• Orders will always ship on pallets via LTL/Truck.

AQ – Any Quantity:

• One Hundred Dollar ($100.00) minimum order requirement.
• Customer may elect to ship via small parcel or LTL (orders exceeding seventy-five (75) cubic feet must ship via LTL).
• Freight charges on small parcel orders above Six Hundred Dollars ($600.00) shall be capped at fifteen percent (15%) of the order total; freight charges on all orders above One Thousand Dollars ($1,000.00) shall be capped at ten percent (10%) of the order total.

Company reserves the right to require minimum order quantities for certain lower-priced items, as specified in Company’s product catalog or Website.

1. Order Cancellation. Customer may not cancel Orders after acceptance by Company except with Company's prior written consent, which may be withheld in Company's sole discretion. Orders for Third-Party Branded Products are subject to availability and may be cancelled by Company at any time prior to shipment. Company reserves the right to cancel any Order if Customer's credit application or payment information cannot be obtained or verified.
2. Product Modifications. Company reserves the right to modify, update, or discontinue any Product at any time, including after Customer places an Order but prior to shipment. Products delivered to Customer may differ from catalog descriptions, images, or samples due to manufacturing variations, supplier changes, or product improvements. Company warrants only that Deco Marché Products will materially conform to published specifications.
3. Acceptance of Products. All Products are deemed accepted by Customer upon Delivery. Customer's acceptance is final and Customer waives any right to reject Products after Delivery, except as expressly provided in Section 8 (Claims and Returns).
4. PRICING AND PAYMENT
5. Pricing. All prices are quoted in United States Dollars (USD) and are subject to change without notice. Prices do not include shipping, handling, insurance, taxes, duties, or other charges, which will be added to Customer's invoice as applicable. Company reserves the right to correct any pricing errors on the Website or in other materials, and to cancel any Orders placed at erroneous prices.
6. Payment Terms. Unless otherwise specified on Company's invoice or agreed in writing, payment terms are Net Thirty (30) days from the invoice date. Company may, in its sole discretion, require prepayment, cash on delivery, or other payment arrangements for any Customer or Order.
7. Payment Methods. Company accepts payment by Visa, MasterCard, American Express, Discover, wire transfer, and ACH transfer. Company does not accept cash on delivery (C.O.D.) shipments. All payments must be made in United States Dollars.
8. Late Payment. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of payment. Customer shall reimburse Company for all costs of collection, including reasonable attorneys' fees and court costs.
9. Disputed Invoices. All invoices are deemed accurate unless Customer notifies Company in writing of a material error within ten (10) days following receipt. If Customer disputes any portion of an invoice, Customer must pay the undisputed portion by the due date. If Company determines that the disputed amount was correctly invoiced, Customer shall pay such amount together with interest from the original due date.
10. Setoff Prohibited. Customer may not offset, defer, or deduct any amounts from payments owed to Company, regardless of any claims Customer may have against Company, unless Company agrees in writing to such offset, deferral, or deduction.
11. Suspension of Services. Company may, without waiving any other rights or remedies and without liability to Customer, suspend processing of any Orders and withhold shipment of any Products until all overdue amounts are paid in full.
12. Taxes. Customer is responsible for all sales, use, value-added, goods and services, excise, import, export, and other taxes, duties, and governmental charges associated with Customer’s Orders, except for taxes based on Company’s net income. If Company is required by law to collect and remit any such taxes or charges, Company will add the appropriate amounts to Customer’s invoices. Domestic Customers (i.e., Customers located within the United States) must provide Company with a valid resale certificate or other applicable exemption documentation prior to or at the time of placing their first Order. Failure to provide a valid resale certificate will result in the assessment of applicable sales and use taxes on Customer’s Orders. International Customers (i.e., Customers located outside the United States) are not required to provide a resale certificate but remain responsible for all import duties, customs fees, value-added taxes, and other governmental charges imposed by the destination country.
13. SHIPPING AND DELIVERY
14. Shipping Terms. Unless otherwise agreed in writing, all shipments are FOB Origin (Company's shipping point). Risk of loss and title to Products pass to Customer upon Delivery to the carrier at Company's facility.
15. Carrier Selection. Unless Customer specifies an alternative carrier in writing and Company accepts such specification, Company will select the carrier in its sole discretion. Shipping and handling charges will be added to Customer's invoice.
16. Customer-Designated Carriers. If Customer designates a carrier other than Company's standard carrier, Company shall have no liability for any loss, damage, delay, or other issue arising from the acts or omissions of such carrier. Customer must pursue any claims directly with Customer's designated carrier.
17. Inspection Upon Delivery. Customer is responsible for inspecting all packages upon Delivery. Customer must note any visible damage, shortage, or discrepancy on the carrier's proof of delivery, bill of lading, or other delivery receipt at the time of Delivery. Company will not be responsible for any visible shipping damage not documented on the delivery receipt.
18. Delivery Dates. Any delivery dates provided by Company are estimates only and are not guaranteed. Company shall not be liable for any delay in delivery, regardless of cause.
19. Backorders. If any Products are temporarily unavailable, Company may, in its discretion, place such items on backorder and ship them when available, or cancel the backordered items. Company will notify Customer of any backorders and estimated availability.
20. THIRD-PARTY BRANDED PRODUCTS
21. Third-Party Terms. Third-Party Branded Products are subject to the terms, conditions, warranties, and support policies of the applicable third-party manufacturer or supplier. Customer's purchase and use of Third-Party Branded Products is governed by such third-party terms in addition to these Terms.
22. Disclaimer. COMPANY PROVIDES THIRD-PARTY BRANDED PRODUCTS "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIRD-PARTY BRANDED PRODUCTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
23. No Liability. Company shall have no liability to Customer for any claims, damages, losses, costs, or expenses arising out of or relating to Third-Party Branded Products, including without limitation any product defects, failures, recalls, personal injury, or property damage. Customer's sole remedy for any issues with Third-Party Branded Products is against the applicable third-party manufacturer or supplier.
24. CLAIMS AND RETURNS
25. Reporting Period. Customer must notify Company in writing of any claims for missing, incorrect, or damaged Products within ten (10) days of the invoice date. Failure to provide timely notice shall constitute a waiver of any such claims.
26. Freight Damage Claims. Claims for damage occurring during shipment must be filed directly with the carrier. Customer must document any visible damage on the delivery receipt at the time of Delivery and retain all original packaging for carrier inspection.
27. Return Authorization. No returns will be accepted without Company's prior written authorization. To request a return, Customer must contact Company's customer service department and obtain a Return Merchandise Authorization (RMA) number.
28. Restocking Fee. Authorized returns may be subject to a restocking fee of fifteen percent (15%) of the Product price, plus all return shipping costs. Company reserves the right to waive or modify the restocking fee in its sole discretion.
29. Return Conditions. Products must be returned in their original condition, with all original packaging, labels, and documentation. Products that have been used, altered, damaged by Customer, or returned without authorization will not be accepted and may be returned to Customer at Customer's expense.
30. Photographic Documentation. Claims for defective or damaged Products with a value of Fifty Dollars ($50.00) or greater require photographic documentation supporting the claim. Company reserves the right to request additional documentation for any claim.
31. Handcrafted Product Variations. Many Products offered by Company are handcrafted using traditional techniques and materials. Variations in color, texture, finish, size, and other characteristics are inherent to handcrafted goods and are not considered defects or grounds for return or credit.
32. Credit Issuance. Approved claims will be processed as a credit to Customer's account. Company does not issue cash refunds except in Company's sole discretion.
33. INTELLECTUAL PROPERTY
34. Ownership. Company and its licensors retain all right, title, and interest in and to the Marks, the Website, and all content, materials, software, and intellectual property made available through the Website or in connection with Products, including without limitation all copyrights, trademarks, patents, trade secrets, and other proprietary rights.
35. Limited License. Subject to Customer's compliance with these Terms, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Marks solely in connection with the resale of genuine Deco Marché Products. This license does not include the right to: (i) modify, alter, or create derivative works of the Marks; (ii) use the Marks in any manner that suggests Company sponsors, endorses, or is affiliated with Customer or Customer's business; (iii) use the Marks in connection with products not purchased from Company; or (iv) register or attempt to register any Mark or any confusingly similar mark.
36. Goodwill. All goodwill arising from Customer's use of the Marks shall inure solely to the benefit of Company.
37. Feedback. If Customer provides Company with any feedback, suggestions, ideas, improvements, or other input regarding Products, the Website, or Company's business (collectively, "Feedback"), Customer hereby assigns to Company all right, title, and interest in and to such Feedback. Company may use, reproduce, modify, distribute, and otherwise exploit any Feedback without restriction, attribution, or compensation to Customer.
38. Website Use Restrictions. Customer shall not: (i) copy, reproduce, distribute, or create derivative works of Website content; (ii) reverse engineer, decompile, or disassemble any software or technology used in the Website; (iii) use any robot, spider, scraper, or other automated means to access the Website; (iv) interfere with or disrupt the Website or servers or networks connected to the Website; or (v) attempt to gain unauthorized access to any portion of the Website.
39. RESELLER TERMS
40. Reseller Status. Subject to these Terms, Resellers are permitted to identify themselves as authorized resellers of Deco Marché Products solely in connection with the resale of Products purchased from Company through authorized channels.
41. Independent Pricing. Reseller shall independently determine its own resale prices for Products. Nothing in these Terms shall be construed as establishing any minimum or maximum resale price.
42. No Agency. Reseller is not an agent, representative, partner, joint venturer, or employee of Company. Reseller shall not represent itself as having any such relationship with Company or make any representations, warranties, or commitments on Company's behalf.
43. Customer Obligations. Reseller bears all risk of non-payment by its customers and is solely responsible for all costs and expenses associated with resale activities. Reseller may not terminate an Order or receive any refund from Company due to non-payment by Reseller's customers.
44. Compliance. Reseller shall comply with all applicable laws, regulations, and industry standards in connection with the resale of Products, including without limitation consumer protection laws, advertising standards, and product safety requirements.
45. LIMITATION OF LIABILITY
46. Limitation on Direct Damages. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S BREACH OF SECTION 3 (PROHIBITED SALES CHANNELS), AND CUSTOMER'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.
47. Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
48. Allocation of Risk. The limitations, exclusions, and disclaimers set forth in this Section 11 reflect an agreed allocation of risk between the parties and constitute part of the consideration for Company's sale of Products to Customer. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and regardless of whether Company has been advised of the possibility of such damages.
49. Statute of Limitations. Any claim arising out of or relating to these Terms or any Order must be commenced within eighteen (18) months after the cause of action accrues, regardless of any longer limitations period provided by law.
50. INDEMNIFICATION
51. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's breach of these Terms; (ii) Customer's violation of any applicable law, regulation, or third-party right; (iii) any claim by a third party arising from Customer's resale or distribution of Products; (iv) Customer's use of the Marks except as expressly permitted herein; (v) any misrepresentation by Customer; and (vi) Customer's violation of Section 3 (Prohibited Sales Channels).
52. Indemnification Procedures. Company shall provide Customer with prompt written notice of any claim subject to indemnification, provided that failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced thereby. Customer shall have the right to control the defense and settlement of any such claim, provided that Customer shall not settle any claim in a manner that admits liability on behalf of Company or imposes any obligation on Company without Company's prior written consent. Company shall have the right to participate in the defense of any claim at its own expense.
53. WARRANTY DISCLAIMER
54. Limited Warranty. Company warrants that Deco Marché Products will be free from material defects in materials and workmanship under normal use for a period of thirty (30) days from the date of Delivery. This warranty does not cover: (i) damage caused by accident, misuse, neglect, improper installation, or unauthorized modification; (ii) normal wear and tear; (iii) damage caused by failure to follow Product instructions or care guidelines; (iv) damage caused by exposure to conditions outside normal use parameters; or (v) variations inherent in handcrafted products.
55. Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY PROVIDES ALL PRODUCTS AND SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
56. Exclusive Remedy. Customer's sole and exclusive remedy for any breach of the limited warranty set forth in Section 13(A) shall be, at Company's option, repair or replacement of the defective Product or a credit to Customer's account for the purchase price of the defective Product. This remedy is subject to Customer's compliance with the claims procedures set forth in Section 8.
57. CONFIDENTIALITY
58. Obligations. Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for the purposes of performing its obligations or exercising its rights under these Terms. Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
59. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.
60. Required Disclosure. A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party gives the other party reasonable prior notice (to the extent permitted by law) and cooperates in any efforts to obtain protective treatment of the information.
61. Duration. The obligations under this Section 14 shall survive termination of these Terms and continue for a period of three (3) years following disclosure, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
62. TERM AND TERMINATION
63. Term. These Terms become effective upon the earlier of: (i) Customer's submission of an Order to Company; (ii) Customer's creation of an account on the Website; or (iii) Customer's acceptance of these Terms. These Terms shall continue in effect until terminated in accordance with this Section.
64. Termination for Cause. Either party may terminate these Terms: (i) upon thirty (30) days' written notice if the other party commits a material breach that remains uncured at the end of such notice period; or (ii) immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
65. Termination for Payment Default. Company may terminate these Terms upon ten (10) days' written notice if Customer fails to make any payment when due (except for amounts subject to a good-faith dispute) and does not cure such failure within the notice period.
66. Termination for Convenience. Company may terminate these Terms and/or Customer's account at any time, with or without cause, upon written notice to Customer.
67. Effect of Termination. Upon termination: (i) Customer shall immediately pay all amounts owed to Company; (ii) Customer's right to use the Marks shall immediately cease; (iii) each party shall return or destroy the other party's Confidential Information; and (iv) any pending Orders may be cancelled by Company.
68. Survival. The following provisions shall survive termination of these Terms: Sections 1 (Definitions), 3 (Prohibited Sales Channels), 5 (Pricing and Payment, with respect to amounts accrued prior to termination), 7 (Third-Party Branded Products), 9 (Intellectual Property), 11 (Limitation of Liability), 12 (Indemnification), 13 (Warranty Disclaimer), 14 (Confidentiality), 16 (Dispute Resolution), and 17 (General Provisions).

16. DISPUTE RESOLUTION
17. Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or any Order ("Dispute") shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
18. Mandatory Pre-Suit Negotiation. As a condition precedent to filing any lawsuit or initiating any legal proceeding, the parties agree to attempt in good faith to resolve any Dispute through direct negotiation between representatives with authority to resolve the matter. Either party may initiate the negotiation process by providing written notice to the other party describing the Dispute and the relief sought. The parties shall have thirty (30) days from the date of such notice (or such longer period as the parties may agree) to resolve the Dispute through negotiation.
19. Mediation. If the parties are unable to resolve the Dispute through negotiation within the period specified above, the parties agree to attempt to resolve the Dispute through mediation administered by JAMS or another mutually agreed mediation service before resorting to litigation. The mediation shall take place in Kenton County, Kentucky, unless the parties agree otherwise. Each party shall bear its own costs of mediation, and the parties shall share equally the fees of the mediator.
20. Jurisdiction and Venue. Subject to compliance with the pre-suit negotiation and mediation requirements set forth above, the parties agree that the state courts located in Kenton County, Kentucky, and the United States District Court for the Eastern District of Kentucky shall have exclusive jurisdiction over any Dispute. Each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue in such courts.
21. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER.
22. WAIVER OF CLASS ACTIONS. EACH PARTY AGREES THAT ANY DISPUTE SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
23. Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, preserve the status quo, or enforce the provisions of Sections 3 (Prohibited Sales Channels), 9 (Intellectual Property), or 14 (Confidentiality), without first complying with the pre-suit negotiation or mediation requirements.
24. Attorneys' Fees. In any Dispute (other than Company's efforts to collect overdue amounts from Customer), each party shall bear its own attorneys' fees and costs. In any action by Company to collect overdue amounts, Customer shall pay Company's reasonable attorneys' fees and costs of collection.
25. Confidentiality of Proceedings. The existence and results of any negotiation, mediation, or legal proceeding relating to a Dispute shall be treated as Confidential Information of both parties.
26. GENERAL PROVISIONS
27. Entire Agreement. These Terms, together with any Orders accepted by Company, constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. Any terms or conditions contained in Customer's purchase orders, order acknowledgments, or other documents that are inconsistent with or in addition to these Terms shall have no force or effect, regardless of whether Company expressly objects to such terms.
28. Amendment. Company reserves the right to modify these Terms at any time by posting the revised Terms on the Website. The version of the Terms in effect at the time Customer submits an Order shall govern such Order. Customer's continued submission of Orders after posting of revised Terms constitutes acceptance of the revised Terms for future Orders.
29. Assignment. Customer may not assign or transfer these Terms, any Order, or any rights or obligations hereunder, without Company's prior written consent, which may be withheld in Company's sole discretion. Any purported assignment in violation of this Section shall be void. Company may assign these Terms or any Order without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
30. Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
31. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.
32. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) if such failure or delay results from circumstances beyond the party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of suppliers or carriers.
33. Independent Contractors. The parties are independent contractors. Nothing in these Terms shall be construed as creating an employment, agency, partnership, joint venture, or franchise relationship between the parties.
34. Notices. All notices under these Terms shall be in writing and shall be delivered by email, certified mail, or overnight courier to the addresses specified below (or such other addresses as a party may designate in writing):

If to Company:

DECO USA LLC d/b/a Deco Marché

400 Kenton Lands Road, Suite 1

Erlanger, Kentucky 41018

Email: customercare@decomarche.com

1. Trade Compliance. Customer shall comply with all applicable import and export control laws and regulations, including without limitation the Export Administration Regulations, the International Traffic in Arms Regulations, and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer represents and warrants that Customer is not located in, and will not export, re-export, or transfer Products to, any country, territory, or person subject to U.S. economic sanctions, including without limitation Cuba, Iran, North Korea, Syria, Russia, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine. Customer further represents and warrants that Customer is not listed on any U.S. government list of prohibited or restricted parties.
2. Electronic Communications. Customer consents to receive communications from Company electronically. Company may communicate with Customer by email or by posting notices on the Website. Customer agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
3. Construction. The headings in these Terms are for convenience only and shall not affect interpretation. The terms "include" and "including" shall be deemed to be followed by "without limitation." These Terms shall not be construed against the drafter.
4. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms shall confer upon any third party any legal or equitable right, benefit, or remedy.
5. Counterparts. If Customer is required to execute a written acknowledgment of these Terms, such acknowledgment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.
6. CONTACT INFORMATION

For questions regarding these Terms, please contact:

DECO USA LLC d/b/a Deco Marché

400 Kenton Lands Road, Suite 1

Erlanger, Kentucky 41018

Email: customercare@decomarche.com