Terms and Conditions




Product Pricing


ALL PRICES LISTED IN SPIN TEXTILES PRICE LIST ARE NET WHOLESALE, FREIGHT EXCLUDED, F.O.B. LOUISVILLE, KY. Spin Textiles price lists and any prices contained therein are subject to change without notice. Prices applicable to all Customer orders shall be those in effect at the time Spin Textiles received a complete order from Customer unless: Customer and Spin Textiles have in place a written agreement for a special price or a master supply agreement, which specifies the price to be paid by Customer.






All sales, use, excise, and other taxes applicable to a sale shall be paid by the purchaser, unless appropriate exemption certificates have been submitted to Spin Textiles.




Order Process


Requirements for a Valid and Complete Purchase Order


In order to submit a valid and complete purchase order to Spin Textiles, Customer must provide Pallas with the following information:


  1. Customer’s purchase order must be issued to Spin Textiles by the following means:
    1. Mail:


       Derby Fabrics, Inc.


        Attn: Spin Textiles


        PO Box 2556


        Louisville, KY 40201


  1. Fax: 502-636-5721
  2. Email: info@spintextiles.com
  3. The following items must be included on all purchase orders:
    1. Sold To/Bill To Information: complete legal name of business, purchaser’s name, address, telephone number and fax number.
    2. Ship To Information: complete legal name of business, address, contact name, contact’s phone number.
    3. Purchase Order Number: a customer specified identifier.
    4. Issue Date: Date the Purchase Order was issued.
    5. Specifier Information: company name and location of specifying firm if different from purchasing firm.
    6. Order Details:
      1. Quantity of each product
      2. Complete product number(s), pattern name(s) and color(s), these must fully correspond to Spin Textiles’ product information.
      3. Net purchase price (by line item).
      4. Extended purchase price (all line items).
      5. Any additional applicable charges (ex: custom finishes, shipping charges, ect.)
    7. Package Marking: information for customer specific side marking.
    8. Sales Tax: applicable sales tax will be added upon invoicing. If tax exempt, Customer must provide or have the tax exempt certificate on file at Derby Fabrics, Inc.
    9. Purchase Order Total: total of all items included on the purchase order.
    10. Authorization: signature of authorized purchasing agent or buying entity
  4. Signature on a quote or a worksheet will NOT be accepted as a Purchase Order.




Purchase Orders that do not meet these requirements will be placed on hold until complete information is received by Spin Textiles. Further, notwithstanding the submission of a valid and complete Purchase Order, orders may be accepted or rejected by Spin Textiles in its sole and absolute judgement.




When seeking an exact match of a material, please submit a cutting with your order; consistency in shade cannot be assured.






Spin Textiles sends acknowledgements on all orders. Please read these acknowledgements fully and contact Spin Textiles immediately if there are any questions or discrepancies. In the event that there are discrepancies between Customer’s Purchase Order and Spin Textiles’ Acknowledgement, Spin Textiles’ Acknowledgement will control. In the event the product number(s), pattern name(s), and/or color name(s) differ on the Purchase Order, the product number(s) will be the determining factor for what is ordered / shipped. If there is any discrepancy or error on the Acknowledgement then it must be reported to Spin Textiles with in three (3) business days from acknowledgement date.




Change Orders or Cancellations


Changes or cancellations to confirmed / acknowledged orders will not be accepted without the prior written authorization of Spin Textiles. If a change or cancellation is accepted however it will be subject to handling charges. Under no circumstances will changes or cancellations be accepted if such changes or cancellations are not received in time to be implemented (ex. product has been cut, products have been shipped, custom materials have been ordered, ect.).






Spin Textiles reserves the right to request a deposit of fifty percent (50%) of the net purchase price for any custom or non-standard products before a purchase order is processed. Spin Textiles also reserves the right to request a deposit of fifty percent (50%) of the net purchase price for any order that totals more than ten thousand dollars ($10,000) before the shipping cost is calculated.




Payment Terms


Standard payment method for all orders, except those who have had credit terms extended, is through the use of a credit or debit card. At its discretion, Spin Textiles’ parent company Derby Fabrics, Inc., may extend credit terms to accredited customers. Credit may be established upon completion and review of a credit application and acceptance of satisfactory trade references. Accredited buyers will be extended NET-30 terms commencing upon issuance of our invoice. If timely payment is not made, the Customer shall be liable for 1-1/2% monthly interest charges and reasonable collection costs, including attorney, court, and collection company fees. If a check is returned to Spin Textiles’ parent company Derby Fabrics, Inc. due to insufficient funds a $30.00 fee will be charged to the customer to cover all bank fees and processing fees that Derby Fabrics, Inc. will occur with the NSF Check. Spin Textiles’ parent company Derby Fabrics, Inc. reserves the right to change credit terms at any time without prior notice.




Shipments and Freight


All shipments made within the domestic United States will be made via standard ground transportation by a carrier chosen by Spin Textiles. Customer may specify a specific carrier on the Purchase Order but must also provide their account number for the carrier so that all shipping charges can be charged directly to the Customer’s account. If for any reason a product is shipped on the Customer’s shipping carrier account number and shipping is charged back to Spin Textiles then Spin Textiles reserves the right to rebill the Customer any and all shipping related charges. There will be a separate charge for shipments made to any overseas destination, shipments made domestically or to Canada via air or any other expedited ground service, or shipments that require special circumstances for delivery.




Freight Claims


Spin Textiles assumes no risk of loss or damage to merchandise after it leaves its warehouse and therefore is not responsible for damage or loss suffered in transit or in storage. The customer upon receiving each order must inspect each package to check for damage. If damage is noticed it is the customer’s responsibility to report all damage to the shipping company before signing for the packages.






Spin Textiles is not liable for delay or failure to deliver or perform due to strikes, differences with workers, war, riot, fire, compliance with government regulations, changes in delivery route by Delivery Company, acts of God, failure or delay of sources of supply, or any other causes beyond its control.




Storage of Product


If, following Spin Textiles’ acknowledgement of Customer’s Purchase Order, Customer requests a delay in shipment for any period of time from the scheduled ship date, Spin Textiles reserves the right to asses a storage fee per day for every day the product is stored in Spin Textiles’ warehouse. Customer will be notified of any storage fee that will be applied when Customer requests storage / delay of shipment of product.




Re-delivery of Product


When re-delivery of merchandise is required because the Customer is not ready to accept merchandise and no notification of this fact is given to Spin Textiles when the order is placed or at least one (1) week prior to the scheduled ship date, the actual costs for freight, restocking and re-handling, plus five percent (5%) of the order value, will be billed to the customer.






Any claims against Spin Textiles for defects, shortage or error must be made by the customer, in writing, within ten (10) business days of delivery of the product, provided that the customer or others have not cut or otherwise modified the product. Failure to make such claim within the ten (10) day period or modification of the product has occurred this shall constitute full acceptance of the merchandise and waiver of all defects, shortages, and errors ascertainable under inspection.






Leather hides may contain certain marks, cuts, scars, scratches, and wrinkles, considered by tanners to be inherent characteristics and part of their natural beauty. Spin Textiles cannot control the size or location of such marks. If such marks cannot be worked around the customer must notify Spin Textiles in writing within ten (10) business days, from shipment date. Upon receipt of the customer’s notification Spin Textiles will evaluated and start processing a return authorization.






No merchandise may be returned without Spin Textiles’ prior written return authorization. Unauthorized returns will not be accepted and will be returned freight collect to the customer. All approved returns must be returned with the original piece tag label or a copy of the original packing slip. All approved returns must clearly display the return authorization number given by Spin Textiles, in our written consent to return, on both the outside of the package and on the piece tag or copy of the packing slip. To the extent authorized by Spin Textiles, returns of non-defective product, returned in saleable condition, will be subject to a restocking fee up to 50%. Notwithstanding Spin Textiles’ prior return authorization, if the returned goods are not received in their original condition, the return will become void and the merchandise will be returned to the customer at the customer’s expense. The customer shall bear all responsibility for freight and/or concealed damage in respect of the return of goods. The customer is also responsible for making sure the returned goods are properly packaged before shipping them back to Spin Textiles. Return requests for product lengths of less than 5 yards or for custom product will not be considered by Spin Textiles. If any modifications of the product has occurred request for returns will not be considered.





Standard 4” x 6” memo samples may be requested by telephone at 800-626-3500, by fax at 502-636-5721, via email to info@spintextiles.com or directly through your local sales representative. All Spin Textiles samples are provided for general pattern and color information only and should not be considered as a control sample when placing an order. Spin Textiles is not responsible for dye lot variation and does not guarantee, warrant or represent an exact match to cuttings, memos, or any other sampling material.  All samples are sent out First Class Mail.  If you need your samples quicker then you will need to provide either a UPS or FedEx number.





All products shown in Spin Textiles’ samples, literature, and website are, and remain, the property of Spin Textiles and/or its manufacturers and we reserve the exclusive right to distribute and/or manufacture the products shown. Spin Textiles and its manufacturers both reserve the right to make changes in price, design, construction, and/or coloration without prior notice.




Compliance with Law






California Proposition 65: Safe Drinking Water et al.


WARNING: Some vinyl, fabric, leather, foam, and other products sold by SPIN TEXTILES may contain chemicals identified by the State of California as a cause of cancer, birth defects, or reproductive harm at certain exposure levels. Under the California law known as Proposition 65 or “Prop 65”, any product that contains such chemicals that are sold in or on products sold in the State of California must bear a warning to consumers. The presence of such chemicals, even at extremely low concentrations, can lead to disputes over Prop 65 warning obligations. If your company intends to introduce, sell, or use our products in California please consider the requirements of California Prop 65.




Due to the ever changing requirements and chemicals listed within Prop 65 please contact Spin Textiles if there are any questions on the presence of certain chemicals in our products. This information and any information given to the consumer, regarding Proposition 65, should not be regarded as legal advice, please consult a qualified legal representative for questions on the law, labeling, and any legal matter pertaining to California Proposition 65.    




Cleaning of Products


Any and all products that are not cleaned properly, in accordance with stated cleaning procedures, will not be warrantied for any reason. If there are no stated cleaning procedures listed for a specific product then the Customer is responsible for contacting Spin Textiles in order to find out the best way to clean the product. Spin Textiles cannot be held responsible for a product that is not maintained and cared for properly due to improper cleaning procedures.




Limitation of Liability


Spin Textiles shall not be liable to purchaser for any special, indirect, incidental, or consequential damages arising from a breach of the terms and conditions set forth here in this document. Purchaser’s remedies are exclusive and the liability of Spin Textiles with respect to the breach of the terms and conditions set forth herein or any contract entered into between the parties pursuant hereto shall not exceed the price of the product on which such liability is based.




Notification to Spin Textiles


All inquiries and correspondence to Spin Textiles should be directed to:


Derby Fabrics, Inc.


Attn: Spin Textiles


PO Box 2556


Louisville, KY 40201