STANDARD TERMS AND CONDITIONS OF SALE

These Standard Terms and Conditions of Sale (these “Terms”) govern every quotation, order, and sale of products by Haven Sply Co. LLC (“Haven,” “we,” “us”) to you (“Customer,” “you”). By placing an order, signing a quotation or order form, paying an invoice, or accepting delivery, you agree to them. Please read them carefully: they include a limited warranty and an exclusive remedy, a disclaimer of implied warranties, a limitation of liability, a no-returns policy, restrictions on resale, and a waiver of jury trial and of class proceedings.

1. Application. These Terms apply to all sales of Haven products (“Products”) and are incorporated into every Haven quotation, order form, invoice, and online checkout. Where you and Haven sign an order form, that form sets the commercial terms of the order and these Terms govern the rest. Haven may perform through manufacturers, converters, and logistics providers of its choosing and remains responsible for performance.‍
2. ‍Orders and Acceptance. A quotation is an invitation to order, not an offer, and is valid for thirty (30) days unless stated otherwise. An order is accepted only when Haven confirms it in writing or ships. Haven may decline or limit any order, correct a pricing or description error before shipment, and require prepayment. Forecasts are for planning only and obligate neither party.
   • Conflicting terms. Haven cannot review and negotiate the purchase documentation of every customer. Where a purchase order, vendor form, or portal you use contains terms that conflict with these Terms, those terms do not apply, whether or not Haven acknowledges the document or ships against it. Anything different for a particular order is effective if set out in an order form or amendment signed by Haven.‍
3. Online Orders and Subscriptions. You are responsible for the accuracy of what you submit and the security of your account. A subscription renews and ships automatically at the interval you select and is charged to your payment method at the then-current price. You may cancel, pause, or change it at any time through your account or by email, effective for any shipment not yet processed. Haven will give thirty (30) days’ email notice before a subscription price increase. Haven may substitute an equivalent scent or format if your selection is unavailable, telling you before it ships, and may discontinue any Product, format, or scent.‍
4. Prices, Fees, and Taxes. Prices are those in effect when Haven accepts your order and exclude delivery and shipping fees, freight, storage charges, development fees, customization premiums, and taxes. Expedite, lift-gate, inside delivery, and redelivery charges are billed at cost. Volume pricing applies to a single order and is not aggregated across orders. Amounts are in US dollars. Taxes are your responsibility and Haven adds them where required to collect them; if you claim an exemption, give Haven a valid certificate before invoicing and reimburse Haven for any tax or penalty assessed because a certificate was invalid. Haven may adjust the price of any part of an order not yet in production on thirty (30) days’ notice to reflect documented cost increases, in which case you may cancel that not-yet-produced part of an order for standard Products within ten (10) business days.‍
5. Payments.
   • Unless Haven has agreed credit terms in writing, payment is due before shipment. Where credit terms are granted, payment is due as stated on the order form or invoice. If your onboarding or portal process delays invoicing, the due date runs from Haven’s first submission through the required channel. “Deposit” means any amount the order form states is due on acceptance.
   • Late amounts bear interest at the lesser of 1.5% per month and the maximum rate permitted by law. Haven may also suspend performance under any order, withhold undelivered product, revoke credit terms, apply any deposit against the balance, and declare all amounts due. Suspension is not a breach and does not extend any delivery period. Time for payment is of the essence.
   • Pay in full without setoff or deduction. Dispute an invoice in writing, with detail, within ten (10) days of its date or it is deemed accepted. Undisputed amounts stay payable while a dispute is resolved.
   • If Haven has reasonable grounds for insecurity about your performance it may demand adequate assurance and suspend performance until it is given. Failure to give it within ten (10) business days is a repudiation.
   • Payment method on file. Haven and its payment processor may securely store a card or bank account as your payment method on file. You authorize Haven to charge it for any amount payable under these Terms when due, including deposits, development fees, balances, delivery and shipping fees, storage charges, taxes, renewals, interest, and returned-payment charges. You will keep the payment method current and valid, maintain sufficient funds or credit for a charge to settle, and notify Haven at least ten (10) business days before it expires, is closed, or is replaced. The authorization stays in effect while any amount is outstanding or any order is open. Where you have disputed part of an invoice, Haven may charge the undisputed balance.
   • You will reimburse Haven’s costs of collection, including reasonable attorneys’ fees. The parties intend to comply with all usury laws, and any excess amount deemed interest will be applied to what you owe or refunded.
6. Failed Payments; Chargebacks. If a payment is returned, declined, or dishonored you will pay $35 plus any bank or processor fee, and the amount is past due from its original due date. Haven may re-present a returned debit twice, and two returned payments in six months entitle Haven to require prepayment. Raise any payment dispute with Haven directly under Section 5(c) rather than by chargeback, ACH reversal, or stop-payment. If you initiate one, you will withdraw it and reimburse Haven the disputed amount and the resulting fees and costs. This is a commitment between you and Haven and does not limit the rights of any card network or bank.
7. Security Interest. To secure payment for Products delivered, you grant Haven a purchase money security interest in those Products and their proceeds until Haven has been paid for them, and authorize Haven to file financing statements without your signature.
8. Custom Products; Proof Approval. A “Custom Product” is any Product with customer-specific elements, including packaging design, printed branding, panel copy, towel embroidery, wetting formulation, custom scent, or custom size, material, or format.
   • Supply artwork in the formats, color specifications, and resolution Haven requests, by the date Haven gives. Haven is not responsible for output quality attributable to artwork supplied below those requirements, and late materials extend lead times day for day.
   • Development, tooling, artwork, and setup fees are due on acceptance, are earned when work starts, are non-refundable, and are not credited against the price of the Products. Minimum quantities and lead times are as quoted.
   • Haven will submit a production proof. “Proof Approval” occurs when you approve it in writing, or do not respond within ten (10) business days of Haven’s written request stating that non-response will count as approval. Approval must come from someone you have identified as authorized, and your internal brand and legal review should be finished before you approve.
   • On Proof Approval you become responsible for the content of the approved proof, including spelling, layout, dimensions, color, logo usage, notices, contact details, and any disclosure your business is required to make. Haven is not liable for an error in an approved proof, and Product matching it conforms to specification.
   • From Proof Approval the order is firm, non-cancelable, non-returnable, and non-refundable, and you owe the full price of the whole quantity plus development fees, delivery and shipping fees, storage charges, and taxes, whether or not you take delivery. You acknowledge that Custom Products carry your marks or specification, have no resale value to Haven, and cannot be redeployed, so Haven has no duty to attempt resale and its loss on any refusal is the full unpaid price plus fees, disposal costs, interest, and collection costs.
   • Before Proof Approval you may cancel in writing, and Haven will refund the Deposit less the development fee and Haven’s documented non-cancelable costs to that point. Haven need not accept a change after Proof Approval; if it does, you pay the resulting costs and lead times reset.
   • Haven may keep samples of each production run, including packaging bearing your marks, for quality control, traceability, and archival purposes.
9. Staggered Delivery. Where the order form provides for staggered delivery, Haven produces the committed quantity in advance, holds it, and delivers it over the agreed period. Unless the order form says otherwise:
   • The committed quantity is a firm, non-cancelable commitment and is payable in full whether or not you take delivery of all of it. Your obligation to pay does not depend on your taking or continuing to need the Products, and is not reduced by any change in your business, ownership, premises, or demand. The pricing is given in consideration of the full quantity.
   • Haven keeps title and risk in undelivered product and insures it against fire, theft, water damage, and casualty. Replacement or credit of amounts paid for affected units, at Haven’s option, is your only remedy for loss in storage. No bailment, consignment, or document of title is created.
   • Storage charges accrue monthly in arrears on the value of undelivered product at the rate on the order form, falling as product is delivered. Deliveries are made at the stated frequency or, if none is stated, on five (5) business days’ written notice. Haven may produce in one run or in batches to preserve shelf life, without changing price or your obligations.
   • Product will have at least six (6) months of shelf life remaining at delivery, measured against the printed best-by date, and Haven rotates stock first-in, first-out.
   • At the end of the period you pay the balance of the whole committed quantity, delivered or not, with all accrued charges, then elect in writing within fifteen (15) days either delivery of the remainder in one shipment at your cost or destruction by Haven at Haven’s cost. No election within fifteen (15) days counts as an election to destroy. There is no credit, refund, rollover, or extension for product not taken, and the period is extended only by written agreement. Suspension for non-payment does not extend it. Haven’s records of quantities are conclusive absent manifest error.
10. Delivery, Title, and Risk of Loss. Delivery dates are estimates, not guarantees; Haven is not liable for late delivery and it is not a basis for cancellation or setoff. Lead times run from the latest of Deposit clearance, Proof Approval, and receipt of all conforming materials. Carrier and parcel shipments are F.O.B. Haven’s facility (origin): title and risk pass when the Products reach the carrier, and Haven arranges transport as your agent and for your account. Where Haven chose the carrier it will, on request, file and pursue the freight claim for you and pass on any recovery. On local delivery in Haven’s own vehicles, title and risk pass on tender at your address, or on first attempted tender if delivery fails. Title is subject to Haven’s security interest under Section 7. Haven may deliver in installments, each treated separately for invoicing, inspection, and payment. Provide an accessible delivery location and someone authorized to receive; failed attempts, redelivery, waiting time, and storage are chargeable. If you have not taken delivery within sixty (60) days of Products being tendered or available, Haven may, on ten (10) business days’ notice, store or dispose of them at your risk and cost without discharging your obligation to pay the full price.
11. Shortage and Transit Damage. Count the cartons at delivery, note any shortage or visible damage on the delivery receipt, photograph the freight before it is broken down, and report it to Haven within five (5) business days with the annotated receipt and photographs. Report concealed damage in the same window with photographs of the packaging as received. Carrier claims rarely succeed without a contemporaneous notation and photographs, and failing to follow this Section waives any shortage or transit damage claim.
12. Inspection and Defect Claims. The Products are sealed, single-use consumables that cannot be examined individually without being destroyed. The following replaces any other inspection standard and gives you a reasonable opportunity to inspect.
    • Within five (5) business days of delivery, check quantity and case count, correct Product, format, scent, and artwork version, transit or carton damage, outer seal integrity, and anything else visible without opening a sealed unit, and notify Haven of any claim in that window with lot codes, quantity, and photographs.
    • (For defects found only by opening a unit — dryness or saturation failure, seal failure, off-odor, discoloration, or fiber defect — open a sample of the lesser of 1% of the units delivered and 100 units, with at least 10 from each pallet or lot code, recording lot codes. Notify Haven within twenty (20) business days of delivery, or within ten (10) business days of discovery for a defect appearing later in storage and in any event before the best-by date, stating the quantity affected, lot codes, sample size, and number defective, with photographs.
    • Haven may ask you to return affected units, and unopened units from the same lot, at Haven’s cost, and may inspect the balance at your premises on reasonable notice. Preserve the affected units and packaging until Haven finishes verification or twenty (20) business days pass from its notice.
    • Remedy. The verified defect rate is the percentage Haven verifies as defective, taken directly or extrapolated from the sample across the lot. 2% or less of a shipment is within commercial tolerance for a converted consumable and carries no remedy. Above 2% and up to 10%, Haven will replace or credit every verified defective unit in that shipment, at its option, including those inside the 2% allowance. Above 10%, you may reject the shipment within the applicable window and Haven will replace or credit it in full, including delivery and shipping fees; rejected units are disposed of as Haven directs. Units opened for sampling under paragraph (b), up to the stated sample size, are credited where a claim is verified.
    • Replacement or credit, at Haven’s option, is your sole and exclusive remedy and Haven’s entire liability for any defective, non-conforming, short, or incorrect Product. If Haven elects replacement but cannot replace within thirty (30) days of verification, you may require a credit or refund for the affected units. Haven is not liable for labor, re-work, sorting, disposal, event costs, substitute goods, guest compensation, or any loss beyond the price of the affected units.
    • Products are accepted and claims waived if you do not notify in time, use or distribute them other than for sampling after finding a defect, or fail to preserve affected units. You will pay all invoices in accordance with Section 5 while a claim is pending.
13. All Sales Final. The Products are sealed, single-use consumables that cannot be restocked or resold once they leave Haven’s custody, so all sales are final. Non-defective Products cannot be returned, exchanged, credited, or refunded, including for over-ordering, a change of specification or brand, or a change in your requirements, and Custom Products cannot be returned except under Section 12. Haven may accept a return as a discretionary accommodation on its own terms, including a restocking charge, without waiving this Section.
14. Limited Warranty. Haven warrants that at delivery each unit conforms in all material respects to Haven’s published specifications and any approved proof, has been made, packaged, and labeled in material compliance with applicable law, and is free from material defects in materials and workmanship. The warranty runs until the earlier of the printed best-by date and the date the unit is used, provided it has been stored, handled, and used under Section 18. It runs to you only, is not transferable, and does not extend to any guest, patron, or other end user. Claims must be made within the windows in Section 12, and the remedy is the exclusive remedy in Section 12(e). Samples and models are illustrative only and create no warranty.
15. What Is Not a Defect. None of the following is a defect: variation in color, shade, or print registration within commercial printing tolerance; variation in scent intensity or character, or normal fragrance loss over time; variation in weave, texture, weight, moisture content, or dimension within commercial tolerance; minor variation between a proof and finished production; delivery within ±5% of the quantity ordered, which is full performance and is billed at the quantity delivered; anything consistent with an approved proof; damage or degradation after risk has passed, including from improper storage, over-heating in a towel cabinet, freezing, crushing, or handling; use after the best-by date; failure to follow Section 18; and anything caused by materials, artwork, or specifications you supplied.
16. Disclaimer.
    THE WARRANTY IN SECTION 14 IS THE ONLY WARRANTY HAVEN GIVES AND REPLACES ALL OTHERS. EXCEPT AS STATED IN SECTION 14, THE PRODUCTS ARE PROVIDED “AS IS,” AND HAVEN DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTY OF TITLE, AND THE IMPLIED WARRANTY OF NON-INFRINGEMENT. HAVEN DOES NOT WARRANT THAT THE PRODUCTS ARE STERILE, ANTISEPTIC, ANTIBACTERIAL, SANITIZING, DISINFECTING, OR HYPOALLERGENIC, OR THAT THEY SUIT ANY CLINICAL OR MEDICAL PURPOSE. NO ADVICE, SPECIFICATION SHEET, SAMPLE, OR MARKETING STATEMENT CREATES OR EXPANDS A WARRANTY.
17. Product Characterization; No Medical or Antiseptic Claims. The Products are hospitality amenity goods for wiping the hands and face. They are not sterile, not medical devices or drugs, and not made, tested, registered, or sold for antiseptic, antibacterial, sanitizing, disinfecting, therapeutic, or medical use, or for use on broken skin, mucous membranes, surgical sites, or clinical surfaces. You will not market, describe, label, or represent them as having any such property, use them in any clinical or infection-control application, or claim anything about them beyond Haven’s published specifications. This is a material term, and you will indemnify Haven under Section 24 for any claim arising from its breach.
18. Storage, Handling, and Use. Haven’s storage and handling guidance, supplied with the Products and published by Haven, forms part of these Terms. In summary: store cartons unopened between 50°F and 80°F, dry, out of sunlight, and never where they may freeze; do not exceed printed stack heights; rotate by lot code and do not distribute after the best-by date; warm sealed units only, in a commercial towel cabinet, at or below 140°F for no more than four hours; chill sealed units at or above 35°F and never freeze; serve group-packaged towels with clean tongs; use once and discard; discard any unit whose seal is broken; do not repackage, relabel, dilute, re-scent, or add anything; keep away from small children; and tell anyone with a known fragrance sensitivity, making Haven’s ingredient information available on request. Not following this guidance voids the warranty in Section 14 for the affected units and is a basis for indemnity under Section 24.
19. Product Safety and Recall. Each party will tell the other within two (2) business days of learning of any alleged illness, injury, reaction, or property damage connected with a Product, any alleged contamination or material non-conformity, or any regulator inquiry about a Product. Haven decides whether to recall, withdraw, or stop sale and sets its scope, unless the law requires you to act, and you will not announce a recall or withdrawal without Haven’s written consent unless the law requires it. You will cooperate by stopping distribution of affected lots, quarantining affected units, giving Haven the distribution records you hold, and returning or destroying units as Haven directs. Haven bears recall costs so far as the recall arises from breach of the warranty in Section 14 or Haven’s negligence, and you bear them so far as it arises from your artwork or approved proof, your handling, distribution, or use of the Products, your breach of Section 17 or Section 20, or your negligence; where both contribute, costs follow relative fault. Neither party will make a public statement identifying the other without consent, unless required by law.
20. Permitted Use; No Resale. You buy the Products for use as an amenity within your own operations, at venues you own, operate, or manage, and at events you host. You will not resell, distribute, or supply them to any third party for consideration, or list or sell them through any retail store, e-commerce site, online marketplace, subscription box, wholesale, or distribution channel, without Haven’s written consent. Charging a guest a separate itemized price for a Product is a resale; including it in a package, service, treatment, green fee, or membership fee is not. You will not repackage, relabel, alter, dilute, re-scent, or add any substance to the Products, and will not remove or obscure any Haven marking, lot code, or best-by date. Breach of this Section is a material breach, and Haven may suspend performance, terminate under Section 28, and seek injunctive relief.
21. Haven’s Intellectual Property. Haven owns and keeps all intellectual property in the Products and their designs and formats; in all formulations, including any custom formulation or scent developed at your request; in its specifications, manufacturing processes, quality standards, tooling, and know-how; in its packaging architecture, dielines, structural design, and trade dress; in all artwork, layouts, renderings, and design elements created by or for Haven, excluding Your Content; in all improvements to any of these, including those made at your request or expense; in samples, prototypes, and production proofs; and in the HAVEN SPLY CO. name and logo. Nothing Haven creates is a work made for hire for you, Haven assigns nothing to you, and no license arises by implication. Paying a development, setup, tooling, design, or artwork charge, a customization premium, or the purchase price transfers no ownership of and grants no license to Haven’s intellectual property. You will not reverse engineer or chemically analyze any Product, copy Haven’s packaging design or trade dress, use either to source a competing product, or register anything confusingly similar.
22. Your Intellectual Property.
    • You own your marks and content. You own and keep all rights in the trademarks, logos, trade dress, artwork, images, designs, and copy you supply to Haven (“Your Content”). Haven claims no ownership of Your Content, takes no rights in it beyond the license in paragraph (b), and will not register Your Content or anything confusingly similar as a trademark, domain name, or design. Goodwill from Haven’s use of Your Content belongs to you. Haven will reproduce Your Content as supplied and approved, adapting it only as needed to fit Haven’s packaging, which you approve at Proof Approval. On termination Haven will stop using Your Content in new production, keeping only reference samples and records under Section 8(g).
    • License to Haven. You grant Haven a non-exclusive, worldwide, royalty-free license, sublicensable to its manufacturers, converters, decorators, and logistics providers, to use, reproduce, adapt, and incorporate Your Content in order to develop, proof, produce, package, store, and deliver Custom Products and for quality control and traceability.
    • Your warranty and indemnity. You represent that you own or are licensed to use all of Your Content, that you may grant the license in paragraph (b), and that Haven’s use of Your Content as you direct will not infringe or misappropriate anyone’s rights or break the law. You will defend and indemnify Haven against all claims, damages, liabilities, and costs, including reasonable attorneys’ fees, arising from Your Content, any approved proof, or breach of this Section. This indemnity is not subject to Section 26.
    • Combined artwork. Where artwork combines Your Content with Haven’s intellectual property, neither party gains rights in the other’s contribution. You may use the combined artwork only in connection with Products bought from Haven and in your own materials showing them, and not to brief or have goods produced by another supplier. Haven will not use it to produce goods for anyone else. Feedback you give about the Products is unrestricted and Haven may use it freely.
23. Confidentiality; Non-Circumvention. Haven’s quotations, discounts, negotiated pricing, cost structure, formulations, specifications, manufacturing processes, packaging architecture, and the identity and terms of its manufacturers, converters, decorators, fragrance houses, and other suppliers are confidential. Use them only to perform your obligations, do not disclose them except to your own advisers under a duty of confidence, and protect them with reasonable care, for three (3) years and, for formulations, processes, and supplier identities, for as long as they remain trade secrets. This does not cover information you can show was already lawfully yours, is public through no act of yours, came lawfully from a third party, or was developed independently, and you may disclose where the law requires, giving Haven notice where lawful. While you are a customer and for twenty-four (24) months afterwards you will not approach, contract with, or order from any supplier whose identity or relationship with Haven you learned through Haven, for packaged towels or any substantially similar product, in order to avoid, replace, or materially reduce purchases from Haven. This does not restrict a documented pre-existing relationship or a supplier you find independently. If a court finds any restriction unreasonable, the parties ask that it be reformed and enforced as reformed. Either party may seek injunctive relief for breach without proving damages or posting a bond.
24. Your Indemnity. You will defend and indemnify Haven, its affiliates, and their officers, employees, agents, and suppliers against any claim, loss, damage, liability, penalty, and cost, including reasonable attorneys’ fees, arising from: Your Content or any approved proof, under Section 22(c); your storage, handling, warming, chilling, distribution, service, use, or disposal of the Products, including any failure to follow Section 18; any claim you make about the Products, including breach of Section 17; your resale, repackaging, or alteration of the Products in breach of Section 20, or distribution after the best-by date; any invalid tax exemption certificate; and your breach of these Terms, negligence, or willful misconduct.
25. Haven’s Indemnity. Haven will defend and indemnify you, your affiliates, and their officers, employees, and agents against any third-party claim, and resulting loss, damage, liability, and cost including reasonable attorneys’ fees, arising from (a) bodily injury, death, or property damage caused by a Product that failed to meet the warranty in Section 14 at delivery, (b) a claim that Haven-originated elements of a Product, excluding Your Content and anything you specified, infringe a US patent, copyright, or trademark, and (c) Haven’s negligence or willful misconduct. For an infringement claim Haven may procure the right to continue, modify the Product, or take back the affected units and refund what you paid, which is your only remedy for infringement. Haven’s obligations do not apply so far as the claim falls under Section 24 or Section 15. For any indemnity here, the party seeking it gives prompt written notice, gives the other control of the defense and settlement (no settlement may impose a non-indemnified liability, admission, or injunction without consent, not unreasonably withheld), and cooperates at the indemnifying party’s expense. Where both parties contribute, the obligations follow relative fault.
26. Limitation of Liability.
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFIT, REVENUE, BUSINESS, GOODWILL, OR REPUTATION, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS, GUEST OR PATRON COMPENSATION, EVENT COSTS, LABOR OR RE-WORK COSTS, OR LOSS OF DATA, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY KNEW SUCH DAMAGES WERE POSSIBLE. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND ALL ORDERS UNDER THEM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID OR OWE HAVEN UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT, AND (B) TEN THOUSAND DOLLARS ($10,000).
    • This does not limit your obligation to pay for Products, development fees, storage charges, delivery and shipping fees, taxes, interest, and collection costs, including under Sections 8, 9, and 10; either party’s indemnities under Sections 22(c), 24, and 25; your breach of Section 20 or Section 23; fraud, willful misconduct, or gross negligence; or any liability that cannot be limited by law.
    • Any claim must be brought within one (1) year of accruing or it is barred, the parties agreeing to shorten the limitation period so far as Section 2.725 of the Texas Business and Commerce Code and other law allow; if one year is unenforceable, the shortest lawful period applies. This does not apply to claims for non-payment.
    • Prices reflect this allocation of risk, and these limits are an essential basis of the bargain. They apply even if a limited or exclusive remedy fails of its essential purpose. More than one claim, order, or shipment does not raise the cap.
27. Force Majeure; Allocation. Neither party is liable for delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster or severe weather, epidemic and governmental response, war, terrorism, or civil unrest, labor dispute, shortage of materials, packaging, components, or utilities, failure or insolvency of a supplier, port congestion or carrier delay, tariffs, duties, sanctions, or trade restrictions, cyber-attack or infrastructure failure, and any act or order of a government. The affected party will give prompt notice and make reasonable efforts to mitigate, and its dates extend accordingly. Force majeure does not excuse payment, including under Section 9, but where it prevents staggered deliveries the period extends by its duration and no storage charge accrues while Haven cannot deliver. If supply is short, Haven may allocate available Products among its customers and its own requirements in any way it judges fair and reasonable, and may reduce, delay, or decline any order, without liability.
28. Suspension and Termination. Haven may suspend or cancel any order, shipment, subscription, or account, on notice, if you fail to pay when due, materially breach these Terms and do not cure within fifteen (15) days of notice (five (5) business days for a payment failure), breach Section 20 or Section 23, or become insolvent or subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days. Either party may end an ongoing supply relationship on thirty (30) days’ notice. Termination does not cancel or reduce any order already accepted, any Custom Product order past Proof Approval, any staggered delivery commitment and the obligation to pay for it in full, or any accrued payment obligation, and these Terms keep governing each such order until it is performed and paid. On termination by Haven for cause or on your insolvency, all amounts under all orders fall due and Haven may treat any staggered delivery arrangement as if its period had ended. You will then stop using Haven’s intellectual property and marks, except to use up materials already printed, for up to ninety (90) days. Sections 4 through 26 and 29 through 32 survive, with any other provision meant to survive.
29. Governing Law; Disputes. These Terms and all sales are governed by Texas law, excluding its conflict of laws rules; the UN Convention on Contracts for the International Sale of Goods does not apply; and Chapter 2 of the Texas Business and Commerce Code applies except as varied here. Before filing suit, a party will give written notice of the dispute and the parties will try in good faith to resolve it for thirty (30) days. The state and federal courts in Tarrant County, Texas have exclusive jurisdiction and venue and each party waives any objection to it, except that either party may seek injunctive relief in any court to protect confidential information or intellectual property under Sections 20 to 23, and Haven may sue to collect amounts due in any court. The prevailing party may recover its reasonable attorneys’ fees, expert fees, and costs, in addition to any statutory right including under Chapter 38 of the Texas Civil Practice and Remedies Code.
30. Waiver of Class Actions and Jury Trial.
    EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. NO COURT OR ARBITRATOR MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER A REPRESENTATIVE PROCEEDING WITHOUT BOTH PARTIES’ WRITTEN CONSENT. IF THIS WAIVER IS UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM IS SEVERED AND LITIGATED IN COURT AND THE REST OF THIS SECTION STILL APPLIES.
    
    EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR THE PRODUCTS, AND ACKNOWLEDGES THAT IT HAS READ THIS WAIVER, HAS HAD THE CHANCE TO CONSULT COUNSEL ABOUT IT, AND THAT IT IS A MATERIAL INDUCEMENT TO THE OTHER PARTY.
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31. Changes to These Terms. Haven may update these Terms by posting a revised version. The version in effect when Haven accepts your order governs that order, and for subscriptions the version in effect when each renewal period starts governs that period. Prior versions are available on request. A change does not affect an order already accepted, a Custom Product order past Proof Approval, or a staggered delivery arrangement already running.
32. General. These Terms, with Haven’s quotation, order form, and invoice for an order, are the entire agreement for that order and supersede all prior proposals, catalogs, price sheets, marketing materials, and understandings; Haven’s catalogs, price sheets, and marketing materials are general information and are not part of any contract unless an order form incorporates them. No amendment or waiver binds Haven unless in writing and signed by Haven, and accepting a late payment or granting an accommodation waives nothing and sets no course of dealing. You may not assign these Terms or any order without Haven’s written consent, and a change of control counts as an assignment; Haven may assign to an affiliate or successor and may assign its receivables. If any provision is unenforceable it will be reformed as little as necessary or severed, and the rest continues. The parties are independent contractors. These Terms give no rights to third parties, except that Haven’s affiliates, officers, employees, agents, and suppliers may enforce Sections 22(c) and 24. Except where a remedy is stated to be exclusive, remedies are cumulative. Notices to Haven go to the address or email on its quotation or invoice, and notices to you to the address or email you gave. The parties consent to electronic records and signatures. Headings are for convenience only.