These terms and conditions of sale constitute a binding contract between Customer and Shor Fabrics. Customer accepts these terms and conditions of sale by making a purchase, placing an order or otherwise shopping on Shor Fabrics's Website (the "Site"). These terms and conditions of sale are subject to change without prior notice, except that the terms and conditions of sale posted on the Site at the time Customer initially places or modifies an order will govern the order in question.

These terms and conditions of sale constitute the entire agreement between Customer and Shor Fabrics relating to the terms and conditions of sale of products and services on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Shor Fabrics.

Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the terms and conditions of sale contained herein and in Shor Fabrics’s invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto.

Warranties
Customer understands that Shor Fabrics is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Shor Fabrics. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by Shor Fabrics. In connection with services, neither affiliates of Shor Fabrics nor third party service providers are agents of Shor Fabrics and Shor Fabrics has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. Shor Fabrics and its affiliates expressly disclaim all warranties either express or implied, related to products sold or services provided by third parties or affiliates of Shor Fabrics, including, without limitation, any warranty or merchantability or fitness for a particular purpose. This disclaimer does not affect the terms of the manufacturer's warranty, if any.

Pricing Information
All pricing is subject to change. Shor Fabrics reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Shor Fabrics cannot guarantee that it will be able to fulfill Customer’s orders.

Orders, Payment Terms, Interest and Taxes
Orders are not binding upon Shor Fabrics unless accepted (credit card transactions processed on the site DO NOT constitute acceptance of an order.) by Shor Fabrics and we reserve the right to cancel any order for any reason. Terms of payment are within Shor Fabrics's sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Shor Fabrics may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold Shor Fabrics harmless from, any applicable sales, use or other taxes associated with the order. Customer must claim any exemption from tax at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of Shor Fabrics’s costs of collection, including court costs, filing fees and attorney’s fees. If an order is not paid within the 24 hour window the order will become null and void.

Third Party Services
Customer acknowledges and agrees that, in some instances, Shor Fabrics and its affiliates are resellers of services and are not the provider of those products and services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases Shor Fabrics and its affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers. Services may be subject to tax. All amounts, including taxes, associated with third party services are being collected by Shor Fabrics on behalf of Shor Fabrics solely in the capacity as an independent sales agent.

Limitation of Liability
Neither Shor Fabrics nor its affiliates will be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third part. Neither Shor Fabrics not its affiliates will be liable for products not being available for use or for lost or corrupted data or software or the provision of services by third parties. Customer agrees that for any liability related to the purchase of products or services provided directly by Shor Fabrics or its affiliates, neither Shor Fabrics nor its affiliates are liable or responsible for any amount of damages above the dollar amount paid by Customer for the product(s) or service(s) giving rise to the claim.

Shor Fabrics will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.

Arbitration
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Shor Fabrics's advertising and marketing (collectively, a “Claim”) will be resolved, upon the election of Shor Fabrics, customer or third parties involved, exclusively and finally by binding arbitration. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association, with offices in New York, NY. If arbitration is chosen by any party with respect to a Claim, neither Shor Fabrics nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these terms and conditions of sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place in New York, NY. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Shor Fabrics arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.