EFFECTIVE DATE: July 15, 2026
OVERVIEW
These Terms and Conditions of Sale and Website Use (“Terms”) govern access to and use of the EBI Fabrics Corp. website, online store, products, samples, swatches, services, quotations, order acknowledgments, invoices, and related transactions.
The terms “EBI,” “we,” “us,” and “our” refer to EBI Fabrics Corp. The terms “Customer,” “Buyer,” “you,” and “your” refer to the individual, business, company, organization, designer, manufacturer, brand, retailer, or other entity accessing our website or purchasing products from us.
By accessing our website, creating an account, requesting samples, submitting an order, accepting a quotation, issuing a purchase order, making payment, or receiving products from EBI, you agree to these Terms and all policies incorporated by reference.
These Terms apply unless EBI and the Customer enter into a separate written agreement signed by an authorized representative of EBI.
SECTION 1 - ELIGIBILITY AND AUTHORITY
You represent that you are at least the age of majority in your jurisdiction and have the legal capacity to enter into these Terms.
When purchasing on behalf of a company, organization, designer, manufacturer, brand, retailer, or other business, you represent that you are authorized to bind that entity to these Terms.
You are responsible for maintaining the confidentiality and security of your account credentials and for all activity conducted through your account.
SECTION 2 - WEBSITE INFORMATION
We make reasonable efforts to ensure that information on our website is accurate. However, website content may contain errors, omissions, outdated information, or typographical mistakes.
We may correct, update, or remove website content at any time without prior notice.
Product descriptions, specifications, suggested applications, photographs, videos, color representations, stock information, prices, lead times, and availability are provided for general informational purposes unless expressly confirmed by EBI in writing.
SECTION 3 - PRODUCT COLORS AND DIGITAL DISPLAYS
Product colors displayed on a computer, phone, tablet, or other electronic device may differ from the actual fabric due to screen settings, lighting, photography, software, device type, and other factors outside EBI’s control.
Digital images and online color representations are not guaranteed to be exact.
Customers should request a physical swatch or sample before placing an order when color, texture, weight, stretch, finish, or appearance is important.
A sample or swatch is representative only and is not a guarantee that future production, dye lots, or shipments will exactly match that sample.
SECTION 4 - NORMAL FABRIC VARIATIONS
Textiles are subject to normal commercial and manufacturing variations.
Variations may include, without limitation:
Reorders are not guaranteed to match earlier orders, previous dye lots, samples, swatches, color cards, showroom displays, or website images.
Where consistency is important, the Customer should order sufficient yardage from the same available dye lot and confirm dye-lot availability with EBI before ordering.
SECTION 5 - PRODUCT SUITABILITY AND END USE
The Customer is solely responsible for selecting products and determining whether a product is suitable for the Customer’s intended application, manufacturing process, garment design, market, customer, or end use.
Any suggested uses stated on our website, samples, marketing materials, communications, or product descriptions are general examples only. They are not warranties that a fabric will be suitable for a particular application.
Unless expressly certified by EBI in writing for a specific use, products should not be assumed to be suitable for:
The Customer is responsible for all testing, labeling, warnings, care instructions, disclosures, certifications, and legal compliance applicable to the Customer’s finished products.
SECTION 6 - PERFORMANCE FINISHES AND TECHNICAL PROPERTIES
Statements regarding moisture management, durable water repellency, chlorine resistance, compression, UV-related properties, antimicrobial performance, recycled content, sustainability, printing compatibility, or similar characteristics are based on available product information and expected performance under appropriate conditions.
Actual performance may vary depending on:
Unless EBI provides a separate written warranty or certification, these statements are not a guarantee that the product will meet a Customer’s specific performance requirement.
SECTION 7 - CUSTOMER INSPECTION AND TESTING
The Customer must inspect all goods promptly after delivery and before cutting, washing, printing, dyeing, sublimating, heat transferring, sewing, treating, manufacturing, or otherwise altering the goods.
The Customer is responsible for conducting all testing appropriate for its intended application, which may include:
Cutting, printing, washing, sewing, treating, incorporating, reselling, or otherwise using the goods constitutes acceptance of the goods, except where applicable law provides otherwise.
EBI is not responsible for processing, labor, cutting, sewing, printing, dyeing, manufacturing, replacement-garment, lost-production, recall, or similar costs when the Customer failed to inspect and test the goods before use.
SECTION 8 - SAMPLES, SWATCHES AND COLOR CARDS
Samples, swatches, hangers, headers, color cards, and sample yardage are provided for evaluation and reference.
They may not represent the exact dye lot, production run, weight, width, finish, shade, or characteristics of future goods.
Sample availability is not a guarantee of stock availability.
EBI may establish limits, charges, shipping fees, or other requirements for sample and swatch requests.
Sample and swatch charges are nonrefundable unless EBI agrees otherwise in writing.
SECTION 9 - ORDERS AND ACCEPTANCE
Submitting an order constitutes an offer to purchase products under these Terms.
An automated acknowledgment, website confirmation, payment authorization, or receipt of a purchase order does not necessarily constitute final acceptance of the order.
An order is accepted only when EBI:
whichever occurs first.
EBI may accept, reject, limit, place on hold, or cancel an order for reasons including:
If EBI cancels an order after collecting payment, EBI will refund the amount paid for the canceled portion, except for properly earned or nonrefundable custom-order, development, sampling, cutting, or production charges.
SECTION 10 - COMMERCIAL AND RESALE USE
EBI products may be purchased for personal use, commercial use, garment manufacturing, product development, incorporation into finished goods, or lawful resale.
The Customer is responsible for determining whether its use, resale, export, labeling, advertising, or distribution of the products complies with all applicable laws.
The Customer may not represent that EBI manufactured, approved, tested, certified, or guaranteed a finished product unless EBI has provided express written authorization.
SECTION 11 - PRICES
Prices are subject to change without notice.
Unless stated otherwise, quoted or posted prices do not include:
The price applicable to an order will be the price confirmed by EBI in the applicable sales order, quotation, invoice, or order confirmation.
Website prices may differ from wholesale, contract, showroom, telephone, email, or negotiated prices.
Volume pricing applies only to the item, color, quantity, and transaction for which it is quoted unless EBI agrees otherwise in writing.
SECTION 12 - PRICING AND PRODUCT-INFORMATION ERRORS
EBI reserves the right to correct errors involving prices, product descriptions, availability, discounts, shipping charges, quantities, or other order information.
If an error is discovered before shipment, EBI may:
If EBI cancels an affected item after collecting payment, EBI will refund the amount paid for that item.
EBI is not required to honor a price that is clearly erroneous or resulted from a technical, typographical, system, or data-entry mistake.
SECTION 13 - PAYMENT
Payment is due according to the terms stated on the applicable invoice, sales order, credit agreement, or order confirmation.
Unless EBI has approved credit terms in writing, payment is due before goods are cut, released, or shipped.
The Customer represents that it is authorized to use any payment method submitted to EBI.
EBI may:
Past-due amounts may be subject to the lesser of:
The Customer will be responsible for reasonable collection costs, returned-payment charges, chargeback expenses, court costs, and attorneys’ fees incurred in collecting valid overdue amounts, to the extent permitted by law.
SECTION 14 - TAXES
The Customer is responsible for all applicable sales, use, excise, and similar taxes.
A Customer claiming a resale or tax exemption must provide EBI with a complete and valid exemption or resale certificate before the order is processed.
The Customer is responsible for any tax, penalty, interest, or assessment resulting from an invalid, expired, incomplete, or improperly used exemption certificate.
SECTION 15 - ORDER CHANGES AND CANCELLATIONS
Orders may be changed or canceled only with EBI’s written approval.
In-stock orders cannot be canceled after fabric has been:
Special orders, custom orders, factory orders, custom-dyed products, printed products, and production orders cannot be canceled after EBI or its supplier has begun purchasing materials, knitting, dyeing, finishing, printing, cutting, processing, or production.
The Customer is responsible for all costs incurred before an approved cancellation.
Deposits, development fees, sampling fees, and custom-production costs may be nonrefundable.
SECTION 16 - CUT YARDAGE AND CONTINUOUS PIECES
Unless EBI expressly confirms otherwise in writing, ordered yardage is not guaranteed to be delivered in one continuous piece or on one roll.
Orders may be supplied in:
If the Customer requires continuous yardage, a particular roll size, or a maximum number of pieces, the requirement must be stated before ordering and accepted by EBI in writing.
EBI does not guarantee that every request for continuous yardage can be accommodated.
SECTION 17 - QUANTITY AND MEASUREMENT TOLERANCES
Fabric quantities and measurements are subject to reasonable commercial variation.
Special-order, custom, and factory-production quantities may result in overages or shortages.
For custom or factory orders, the Customer agrees to accept and pay for an overage or shortage of up to 5% above or below the ordered quantity, unless a different tolerance is stated in writing.
For stock orders, EBI will invoice the quantity actually shipped.
SECTION 18 - SPECIAL, CUSTOM AND FACTORY ORDERS
Special, custom, and factory orders may require:
Production will not begin until all required approvals, deposits, purchase orders, artwork, specifications, and other Customer information have been received.
The Customer is responsible for reviewing and approving all specifications and samples.
After approval, variations that fall within normal commercial textile tolerances will not constitute a defect.
Any change requested after approval may result in:
Factory and production lead times are estimates only and begin after EBI receives all required approvals and payments.
SECTION 19 - CUSTOMER-PROVIDED ARTWORK, DESIGNS AND SPECIFICATIONS
When the Customer provides artwork, prints, patterns, logos, trademarks, designs, specifications, or other materials, the Customer represents that it owns or has permission to use them.
The Customer is responsible for ensuring that Customer-provided materials do not violate any intellectual-property, privacy, publicity, contractual, or other rights.
The Customer agrees to defend, indemnify, and hold EBI harmless from third-party claims arising from EBI’s authorized use of Customer-provided materials.
EBI may refuse any design or project that it reasonably believes may infringe another party’s rights or violate applicable law.
SECTION 20 - SHIPPING AND DELIVERY
All shipping and delivery dates are estimates unless EBI expressly guarantees a delivery date in a signed written agreement.
EBI does not charge shipping for color cards or swatch cards, unless otherwise stated at the time of request or order.
For fabric orders, the Customer is responsible for all applicable shipping charges. Shipping charges may be estimated and adjusted to reflect actual carrier, freight, handling, insurance, or delivery charges.
EBI is not responsible for delays caused by:
The Customer is responsible for providing a complete and accurate delivery address and for any costs resulting from an incorrect address, refused delivery, missed delivery, redelivery, address correction, or storage.
SECTION 21 - TITLE AND RISK OF LOSS
Unless otherwise stated in a written quotation, sales order, invoice, or shipping agreement, EBI’s standard shipping terms are shipment terms.
For orders shipped by carrier, title and risk of loss pass to the Customer when EBI properly delivers the goods to the carrier for shipment, even if EBI helps arrange shipping, provides shipping estimates, collects shipping charges, or provides tracking information.
For orders picked up by the Customer, the Customer’s employee, the Customer’s agent, or the Customer’s arranged carrier, title and risk of loss pass to the Customer when the goods are made available for pickup and released to the Customer or the Customer’s representative.
After title and risk of loss pass to the Customer, EBI is not responsible for loss, theft, delay, damage, mis-delivery, carrier handling, weather events, customs delay, refused delivery, missed delivery, or other events occurring during or after transit, except to the extent caused by EBI before the risk of loss passed.
The Customer is responsible for filing claims directly with the carrier for goods lost or damaged in transit after risk of loss has passed. EBI may, at its discretion, assist the Customer with reasonable documentation needed for a carrier claim.
Nothing in this section limits the Customer’s rights for goods that were defective, incorrect, or nonconforming before risk of loss passed, to the extent such rights cannot be waived under applicable law.
SECTION 22 - INSPECTION, SHORTAGES AND CLAIMS
The Customer must inspect all goods promptly after delivery.
Claims involving visible damage, incorrect items, incorrect color, visible defects, or shortages must be submitted to EBI in writing within 10 calendar days after delivery and before the goods are cut, washed, processed, resold, or altered.
The claim must include:
Failure to provide timely notice may result in denial of the claim to the fullest extent permitted by law.
The Customer must preserve the goods, packaging, labels, and related evidence while the claim is being reviewed.
Submitting a claim does not authorize the Customer to return the goods, deduct amounts from an invoice, dispose of the goods, or issue a chargeback.
SECTION 23 - CONCEALED DEFECTS
A claimed defect that could not reasonably have been discovered during the initial inspection must be reported promptly after discovery.
No concealed-defect claim may be submitted more than 30 days after delivery, except where a longer period is required by applicable law or an express written warranty.
The Customer must stop using the affected goods immediately after discovering a suspected defect.
Continued cutting, manufacturing, processing, resale, or use after discovering a suspected defect may reduce or eliminate any available remedy.
SECTION 24 - RETURNS
No return will be accepted without prior written authorization from EBI.
The Customer must obtain a return authorization before shipping any goods back.
Unauthorized returns may be refused, returned to the Customer, or held at the Customer’s expense.
Except where required by law or approved by EBI in writing, the following are final sale:
Approved returns must be unused, uncut, unwashed, unaltered, properly packaged, and in resalable condition.
Approved nondefective returns may be subject to:
Refunds or credits will be issued only after EBI receives and inspects the returned goods.
SECTION 25 - REMEDIES FOR VALID PRODUCT CLAIMS
If EBI determines that products were defective, incorrect, or nonconforming when delivered, EBI may, at its option:
Unless required by applicable law, EBI is not responsible for:
The remedies stated in this section are intended to be the Customer’s exclusive remedies to the fullest extent permitted by law.
SECTION 26 - PRODUCT WARRANTIES
Unless EBI provides an express written warranty for a particular product, products are sold subject to normal commercial textile variations and the limitations stated in these Terms.
For business-to-business transactions and to the fullest extent permitted by law, EBI disclaims implied warranties of merchantability, fitness for a particular purpose, durability, and noninfringement.
The Customer is responsible for determining whether the product is suitable for the Customer’s intended use, garment design, manufacturing process, printing method, care instructions, market, customer, and finished product.
EBI’s product descriptions, photographs, samples, swatches, color cards, recommendations, suggested applications, and oral or written communications are provided for general informational purposes only. They are not guarantees of exact color, shade, performance, suitability, durability, or finished-product results unless EBI provides a separate written warranty signed by an authorized representative of EBI.
Nothing in these Terms is intended to exclude, limit, or waive any warranty, consumer right, or legal protection that cannot be excluded, limited, or waived under applicable law.
SECTION 27 - LIMITATION OF LIABILITY
To the fullest extent permitted by law, EBI and its owners, officers, directors, employees, agents, affiliates, suppliers, contractors, and service providers will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages.
This exclusion includes:
To the fullest extent permitted by law, EBI’s total aggregate liability arising from a product, order, shipment, transaction, or related claim will not exceed the amount actually paid to EBI for the specific goods giving rise to the claim.
These limitations apply regardless of whether a claim is based on contract, warranty, negligence, strict liability, indemnity, statute, or another legal theory.
These limitations do not apply where liability cannot legally be excluded or limited.
SECTION 28 - CUSTOMER INDEMNIFICATION
The Customer agrees to defend, indemnify, and hold harmless EBI and its owners, officers, directors, employees, agents, affiliates, suppliers, contractors, and service providers from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable attorneys’ fees arising from:
This provision does not require the Customer to indemnify EBI for liability caused solely by EBI’s gross negligence, willful misconduct, or other conduct that cannot legally be indemnified.
SECTION 29 - FORCE MAJEURE
EBI will not be liable for delay or failure to perform caused by events outside its reasonable control, including:
During such an event, EBI may extend delivery dates, allocate available inventory among customers, suspend performance, offer substitutions, or cancel affected orders.
If EBI cancels an order under this section, EBI will refund amounts paid for goods not supplied, less nonrecoverable custom or production costs where permitted and previously disclosed.
SECTION 30 - STORAGE AND UNCLAIMED GOODS
If completed or available goods are not collected, accepted, or shipped because of the Customer’s action or inaction, EBI may charge reasonable storage, handling, redelivery, and related costs.
After providing reasonable written notice, EBI may cancel the order, resell the goods, dispose of the goods, or apply deposits and payments toward amounts owed, subject to applicable law.
Custom goods may have limited or no resale value. The Customer remains responsible for amounts properly owed on completed custom goods that it fails to accept.
SECTION 31 - PURCHASE ORDERS AND CONFLICTING TERMS
These Terms apply to all sales unless EBI expressly agrees otherwise in a written document signed by an authorized EBI representative.
Any additional or conflicting terms contained in the Customer’s:
are rejected and will not apply merely because EBI accepts the purchase order, fulfills the order, ships products, or accepts payment.
A Customer purchasing from EBI does not obtain acceptance of its terms through preprinted or automatically generated language.
SECTION 32 - INTELLECTUAL PROPERTY
The EBI website and its content, including product names, text, descriptions, photographs, graphics, logos, videos, designs, layouts, color cards, and marketing materials, are owned by or licensed to EBI and are protected by applicable intellectual-property laws.
Customers may not copy, reproduce, republish, distribute, modify, scrape, download, exploit, or use website content for commercial purposes without EBI’s prior written permission.
Purchasing a product does not transfer ownership of EBI’s trademarks, photographs, website content, designs, or other intellectual property.
SECTION 33 - CUSTOMER REVIEWS AND SUBMITTED CONTENT
When a Customer submits a review, photograph, video, feedback, suggestion, or other content, the Customer grants EBI a nonexclusive, worldwide, royalty-free license to reproduce, display, distribute, modify, and use that content for lawful business and marketing purposes.
The Customer represents that:
EBI may remove content that it reasonably believes is unlawful, fraudulent, infringing, threatening, obscene, misleading, or unrelated to the product or service.
EBI will not condition compensation or an incentive on a Customer providing a positive review.
SECTION 34 - PROHIBITED WEBSITE USES
Customers may not use the website to:
EBI may restrict or terminate access for suspected prohibited conduct.
SECTION 35 - THIRD-PARTY SERVICES AND LINKS
The website may use or link to third-party services, including Shopify, payment processors, shipping providers, analytics providers, social-media platforms, and marketing providers.
Third-party services are governed by their own terms and privacy practices.
EBI is not responsible for the independent acts, omissions, content, security, availability, or policies of third-party websites or services, except to the extent required by law.
Purchases from EBI are transactions between the Customer and EBI, not between the Customer and Shopify.
SECTION 36 - PRIVACY
EBI’s collection and use of personal information is governed by its Privacy Policy, available at:
https://ebi-fabrics.myshopify.com/policies/privacy-policy
By using the website or placing an order, the Customer acknowledges receipt of the Privacy Policy.
Where required, EBI will provide appropriate choices concerning cookies, marketing communications, and personal information.
SECTION 37 - ELECTRONIC COMMUNICATIONS
The Customer agrees that EBI may communicate electronically regarding:
Electronic communications satisfy any requirement that a communication be in writing, except where applicable law requires another method.
Marketing emails and text messages, if offered, will be subject to separate consent and opt-out requirements.
SECTION 38 - SUSPENSION AND TERMINATION
EBI may suspend or terminate a Customer’s account, credit privileges, order access, or use of the website for:
Termination does not eliminate payment obligations or liabilities incurred before termination.
Provisions concerning payment, intellectual property, warranties, liability, indemnification, dispute resolution, and other provisions that by their nature should survive will remain effective.
SECTION 39 - GOVERNING LAW AND VENUE
These Terms and all disputes arising from or related to the website, products, orders, or transactions will be governed by the laws of the State of California, without regard to conflict-of-laws principles.
Subject to any consumer rights that cannot be waived, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.
SECTION 40 - DISPUTE RESOLUTION
Before filing a formal legal claim, the Customer and EBI agree to make a good-faith effort to resolve the matter informally.
A written notice of dispute should include:
The notice must be sent to:
EBI Fabrics Corp.
Attn: Customer Claims
2843 South Hill Street
Los Angeles, California 90007
Email: info@ebifabrics.com
The parties will have at least 30 days after receipt of the notice to attempt an informal resolution.
If the dispute is not resolved informally, either party may pursue available legal remedies, subject to these Terms and applicable law.
Unless otherwise required by law, any dispute arising from or relating to these Terms, the website, products, orders, invoices, shipments, or transactions with EBI will be brought in the state or federal courts located in Los Angeles County, California. The Customer and EBI consent to personal jurisdiction and venue in those courts.
Nothing in this section prevents either party from seeking relief in small claims court when the dispute qualifies for small claims court.
Nothing in this section prevents EBI from pursuing collection of unpaid invoices, chargebacks, returned payments, or other amounts owed by the Customer.
SECTION 41 - NO WAIVER
EBI’s failure to enforce a provision of these Terms does not waive its right to enforce that provision later.
A waiver is effective only when stated in a writing signed by an authorized EBI representative.
SECTION 42 - SEVERABILITY
If a provision of these Terms is found unlawful, invalid, or unenforceable, it will be enforced to the greatest extent permitted by law.
The remaining provisions will continue in effect.
SECTION 43 - ASSIGNMENT
The Customer may not assign or transfer its rights or obligations under these Terms without EBI’s prior written consent.
EBI may assign these Terms in connection with a merger, sale, reorganization, transfer of assets, change in ownership, or transfer to an affiliate.
SECTION 44 - ENTIRE AGREEMENT
These Terms, together with the applicable:
constitute the agreement between EBI and the Customer concerning the transaction.
They supersede prior statements or communications concerning the same subject, except for a separate written agreement signed by an authorized EBI representative.
SECTION 45 - CHANGES TO THESE TERMS
EBI may update these Terms by posting a revised version on its website.
The revised Terms will apply to website use and transactions occurring on or after the stated effective date.
Material changes will be communicated as required by applicable law.
The version in effect when EBI accepts an order will ordinarily govern that transaction unless the parties agree otherwise in writing.
SECTION 46 - CONTACT INFORMATION
Questions about these Terms may be directed to:
EBI Fabrics Corp.
2843 South Hill Street
Los Angeles, California 90007
Email: info@ebifabrics.com
Telephone: 213-765-0900
