The Terms and Conditions were last updated on November 5th 2024
The following terms and conditions (the “Terms”) are hereby made a part of the proposal (the “Proposal”) to which they are attached. Together, these Terms and the Proposal comprise the entire agreement (the “Agreement”) between the buyer specified in the Proposal (the “Buyer”) and Shore Industries LLC (“Shore Shade Sail”) for the work described in the Proposal (the “Project”).

Warranty. Shore Industries hereby warrants that all products specified in the Proposal (the “Products”) will conform to the specifications in the Proposal and that all services shall be performed in a workman like manner, according to accepted standard practices in the industry. All Products are guaranteed for a period of one year after delivery against defective workmanship unless otherwise stated in writing. This express warranty excludes all other agreements, representations, and warranties, express or implied including, without limitation, any warranty for services, merchantability, fitness for a particular purpose or non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Shade Sail Product Warranty Exclusions. Shore Industries shall not be held responsible for, nor does it warrant, any shade sail Product that has not been manufactured, installed, or maintained in strict accordance with the manufacturing and maintenance guidelines attached hereto as Exhibit A (the “Guidelines”). Any deviation from these Guidelines including, but not limited to, improper installation, unauthorized modifications, or failure to perform recommended maintenance will void all warranties and release Shore Industries from any and all liability for damages, defects, or product failures. The customer assumes full responsibility for ensuring compliance with all provided Guidelines.
Disclaimer and Limitation of Liability. ASIDE FROM ANY EXPRESS WARRANTY PROVIDED IN THESE TERMS, THE PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING, AND BUYER ASSUMES ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS AND SERVICES AND ACKNOWLEDGES THAT THE USE OF THE PRODUCTS AND SERVICES, TO THE EXTENT APPLICABLE, MUST BE MADE IN STRICT CONFORMANCE WITH SHORE INDUSTRIES’ INSTRUCTIONS, WRITTEN OR ORAL. SHORE INDUSTRIES BEARS NO LIABILITY FOR ANY MISUSE OF THE PRODUCTS OR FOR LOSS OR DAMAGE TO BUYER’S BUSINESS OR PROPERTY OF INJURY OR DEATH TO PERSONS. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT SHORE INDUSTRIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT OR OTHER INTANGIBLE LOSS ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCTS OR SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF SHORE INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THAT THEY ARE FORESEEABLE. SHORE INDUSTRIES SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE PRODUCTS AND SERVICES EXCEPT AS PROVIDED FOR HEREIN UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE SHORE INDUSTRIES LIABILITY WITH RESPECT TO THE PRODUCTS AND SERVICES SHALL NOT EXCEED, IN THE AGGREGATE, $500.00.
Indemnification. Buyer shall defend, indemnify and hold harmless Shore Industries from any and all claims, demands, regulatory proceedings and/or causes of action and all damages, liabilities, costs (including settlement costs and additional contract or cancellation costs) and expenses associated therewith (including, but not limited to, reasonable attorney’s fees) associated with Buyer’s use of the Products in a manner not in conformance with Shore Industries written or oral instructions, with Buyer’s failure to get any necessary approvals for the Project, for Buyer’s failure to engage a tension structure engineer on the Project or for Buyer’s breach of this Agreement.
Remedy. The parties agree that Buyer’s sole and exclusive remedy against Shore Industries related to the warranty provided in Section 1 shall be for the repair or replacement of any Products which are defective when delivered or installed incorrectly by Shore Industries. Any defects or discrepancies in the Products as delivered or installed must be reported to Shore Industries within twenty (20) days of receipt of the Products by the Buyer or the Buyer will be deemed to have accepted the Products as-is. Notice to Shore Industries of any defects, discrepancies or objections regarding the Products must be delivered in writing via certified or registered mail to the address shown on the Proposal within twenty (20) days of receipt to receive the benefit of the warranty in this Section 4.
Selected Material. Buyer expressly agrees that he/she has had the opportunity to select the material from which the Products have been made and if the Products conform to the selected material, Buyer shall raise no objections related to the composition of the final product.
Drawing Approval / No Cancellation. It is hereby expressly acknowledged, understood, and agreed that this is a contract for a special order of custom fabricated goods and the Buyer cannot alter, revoke, or cancel the same without the written agreement of Shore Industries. All drawings and design materials for the Project will be forwarded to the Buyer for approval. Once approved by the Buyer, any Buyer-requested change in the drawings or design will require the payment of additional fees, as well as payment for amendments to the drawings and design materials approved in writing by both parties.
Force Majeure. The estimated delivery date presented on the Proposal is subject to events beyond the control of Shore Industries including, but not limited to, fires, strikes, lockout, inability to secure materials, labor or transportation, inclement weather, accidents, Acts of God, and unavailability of Buyer (each a “Force Majeure Event”). In the event of the occurrence of a Force Majeure Event, the estimated delivery date of the Products shall be extended accordingly.
Payment. Upon execution of the Proposal, Buyer agrees to pay Shore Industries fifty percent (50%) of the total purchase price specified in the Proposal (the “Deposit”), forty percent (40%) upon installation and ten percent (10%) upon Project completion. Shore Industries shall retain title to all Products pending receipt of entire purchase price. Once Products have been ordered and fabric has been cut, all Deposits are non-refundable.
10. Failure to Pay. The Buyer covenants and agrees that upon his/her breach of this Agreement through the failure to pay any part of or the entire purchase price when due, Shore Industries shall, at its option, have the right to:
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10.1 without judicial action, take possession and ownership of all Products and all payment made by the Buyer up to the time of said default which shall be applied as rent and depreciation on the Products for and during the time the Products are in the Buyer’s possession. Buyer expressly grants permission to Shore Industries to enter upon its property to exercise its rights hereunder and remove the Products.
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10.2 bring legal action to collect all payments due Shore Industries under the terms of this Agreement.

10.3 enforce and foreclose a lien against the Products without further notice to Buyer; and/or

10.4 pursue any other remedy available under law or equity .A charge of 1½% percent per month or fraction thereof shall be added to all delinquent amounts payable under this Agreement. The Buyer covenants and agrees to pay all costs including reasonable attorney’s fees incurred by Shore Industries in enforcing its rights under the terms of this Agreement.
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11. Delivery. Shore Industries will ship the Products to the Buyer at the address specified in the Proposal using Shore Industries’ standard methods for packaging and shipping. Shore Industries may make partial shipments of the Products at its sole discretion. The buyer shall be charged for the cost of shipping. Risk of loss passes to the Buyer upon delivery by Shore Industries to its designated carrier. In the event Buyer requests a change of an agreed estimated delivery date and Shore Industries accepts the change of the estimated delivery date, which must be documented in writing, Shore Industries shall be entitled to charge buyer for any additional costs caused by the change including, but not limited to, deliveries made out of sequence and/or storage costs.

12. Expiration/Withdrawal. This proposal by Shore Industries shall expire thirty (30) days after the date of issuance specified in the Proposal but is subject to withdrawal during such time if notice to that effect is delivered to Buyer before execution of the Proposal by the Buyer.

13. Price Fluctuation. After the Buyer’s execution of the Proposal, any delay by the Buyer in providing any reasonably requested information or assistance may result in an equitable price change corresponding to any change in the cost of labor or raw materials.

14. Permits. Any necessary permits required for the performance of the work hereunder are to be obtained by the Buyer unless otherwise stated in the Proposal.

15. Advertising. Shore Industries reserves the right to use images of the Products for advertising and promotional purposes. Buyer agrees that Shore Industries may reference and use Buyer’s name and trademarks in Shore Industries’ promotional materials, including its website, solely for purpose of identifying Buyer as Shore Industries’ customer.

16. Pinholes. The Buyer understands and acknowledges that occasionally after installation, “pinholes” can be found in Products comprised of canvas. This is not a defect or the result of fabric quality and does not affect the long-term performance of the Products.

17. Tension Structure Engineer. Shore Industries recommends that a certified tension structure engineer be employed on the Project to ensure proper installation and function of the Products, in which case additional fees will apply. If the Buyer chooses not to engage a tension structure engineer, Shore Industries shall bear no liability for any resulting damage or failure of the Project or the Products. A certified tension structure engineer is the only acceptable professional engineer who can provide a stamp for the Project.

18. Structural Integrity. In the event the Buyer chooses to proceed without the services of a tension structure engineer, Shore Industries will assess as accurately as possible all attachment points for the Products for structural soundness. The Buyer assumes all responsibility and liability for any damage to building or property as a result of building failures without engineered drawings from a certified tension structure engineer. Shore Industries is not responsible for the condition of any existing structure. Shore Industries will attempt to ensure all attachment points are sound, but it is the responsibility of the Buyer to ensure the structural integrity meets the needs of Shore Industries and/or the tension structure engineer of record on the Project. The Buyer assumes all liability for damage to property in the event of building and or support failure in the event the Products are installed by Buyer.

19. Drawings. Shore Industries does not provide engineered stamped drawings with the Products. Stamped drawings may be obtained for an additional fee upon request from the applicable tension structure engineer, if such an engineer was engaged on the Project. Buyer assumes all liabilities for Projects that are not engineered and stamped by a tension structure engineer. All drawings/renderings provided by Shore Industries are representations of the proposed project and are not guaranteed to be 100% accurate. The drawings/renderings are intended for reference purposes only. Any questions or concerns regarding the drawings/renderings should be addressed during the drawing/rendering review process. Once the drawings/renderings are approved and construction begins, no modifications will be made without incurring additional fees.

20. Governing Law. This Agreement shall be deemed to have been made in the State of Maryland and shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of Maryland, without regard to conflict of laws principles. Judicial proceedings regarding any matter arising under the terms of this Agreement shall be brought solely in the federal or local courts of the State of Maryland.

21. Modifications. This Agreement can only be modified by a writing signed by authorized representatives of both parties and such writing shall specifically identify that a term or terms in the Proposal or these Terms is or are being superseded by a term or terms set forth in the aforementioned writing.

22. No Assignment. The rights and obligations of the parties hereto are not assignable by Buyer without the prior written consent of Shore Industries, which may be withheld in Shore Industries’ sole and absolute discretion. Shore Industries may assign its rights and obligations hereunder to any affiliate of Shore Industries without Buyer’s consent.

23. No Waivers. No failure by either party to exercise any power given to it under this Agreement, or to insist upon strict compliance by the other party of any obligation hereunder, and no custom or practice of the parties at variance with the terms of this Agreement will constitute a waiver of the party’s right to demand exact compliance with the terms hereof.
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24. Remedies Non-Exclusive. No remedy made available to any party by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other available remedy.

25. Severability. Should any provision of these Terms be declared invalid for any reason, such invalid provisions shall not affect the validity of any other provisions, which other provisions shall remain in force and effect as if this Agreement had been executed with the invalid provisions eliminated.
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SHORE INDUSTRIES
MANUFACTURING AND MAINTENANCE GUIDELINES
FOR SHADE SAIL PRODUCTS

By following these maintenance guidelines, you ensure the longevity and performance of your shade sail while preserving warranty coverage. Shore Industries offers an optional seasonal maintenance contract for shade customers that provides installation, removal, inspection for minor repairs and cleaning at an additional cost.

Seasonal Use:

All shade sails provided by Shore Industries are designed for seasonal use. Shade sails are not intended for permanent, year-round installation without the proper engineering design. Shore industries does not recommend shades to be installed prior to April 15th and should be taken down by November 15th.

Storm Preparedness:

In the event of a named storm, all shade sails must be removed. Failure to do so will expose the sails to conditions beyond their design limits, potentially resulting in damage or failure.

Snow Load Restrictions:

Shade sails are not designed to withstand snow loads. All sails must be removed prior to the accumulation of snow. Snow loads are not calculated into any design, and any exposure to such loads will void all warranties.

Wind Limitations:

The shade sails are designed to withstand sustained winds of up to 75 miles per hour. Winds sustained at speeds exceeding this threshold are beyond the engineering parameters of the shade sail design. Exposure to winds over 75 miles per hour voids all warranties.

Additional Engineering Requirements:

Any additional engineering or design considerations required to exceed the stated wind or load limits must be determined prior to the design and installation of the shade sail system. Shore Industries must approve and document any such requirements in writing, or all warranties provided by Shore Industries are voided.

Warranty Conditions:

Failure to adhere to the seasonal use, storm preparedness, snow load restrictions, wind limitations or additional engineering requirements outlined above will void all warranties. Any modifications or design changes to the shade sail system without the express written consent of Shore Industries will void all warranties.
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