By submitting a Purchase Order (PO), Customer agrees to these General Terms of Manufacturing (“Terms”).

Standard payment terms are a minimum of 50% down upon submission of the PO and 50% prior to Customer’s “Product” leaving Origin’s warehouse. With the latter 50% not to exceed $10,000 USD. Past-due balances will accrue a late fee of 2.0% per month (24% APR). Other payment terms are subject to approval by Origin.

Production of Customer’s order will not be scheduled until: (1) the Customer has delivered its PO to orders@originnutra.com, (2) Origin has reviewed and confirmed the PO, (3) any required down payment has been made, (4) all required Customer-supplied materials have been received, including labels, and (5) Origin has received all necessary paperwork for any Customer-supplied ingredients, mixes or formulations, including, but not limited to, COA's, Allergen Statements and Safety Data Sheets. Upon receipt of Customer’s required submissions Origin will provide an estimated production date to Customer. The estimated production date is typically based on a standard lead-time of 84 business days after Origin’s approval of customers PO.

Customer understands that Origin will provide formulation services on a non-exclusive basis. Final formulations may contain the same specific raw material elements or the same particular percentages as contained within other natural products produced by other industry sellers or manufacturers. To the extent Origin creates a formula for a customer or modifies a customer-supplied formula, Origin owns all rights to the created formula or modified portion.

Purchase Orders (POs) may be cancelled in writing anytime prior to the scheduled production date. POs may be cancelled within 5 business days of issuance for no fee, assuming no materials have been ordered. After 5 days, fees for cancelled POs include the following:

1. If no materials have been purchased - Cancellation Fee will be based on the amount of the PO. Minimum Cancellation Fee is $200.

2. If materials have been purchased:

   • Cancellation Fee is based on the amount of the PO.

   • If the materials can be returned/cancelled, Customer will pay all fees and costs related to the return/cancellation of the materials.

   • If the materials cannot be returned/cancelled, Customer will pay all fees and costs related to the purchase of the materials and the materials will be sent to the Customer.

Customer will be notified when its Product is ready to ship. Customer will have 5 business days to pick up the Product. Thereafter, Customer will be charged a daily storage fee of $10 per pallet.

Standard shipping terms are free on board (FOB) Origin. Shipped from Origin Nutraceutical's facility in Spanish Fork, Utah.

Customer acknowledges that it will accept finished Product quantities of +/-10% from requested PO quantities. All Origin invoices will reflect actual quantities produced.

Customer may reject finished Product, in writing, within three (3) business days of delivery, if it fails to meet Customer’s specifications or Good Manufacturing Practices.

Customer shall provide all labels and shall be responsible for ensuring compliance with federal and state labeling requirements. Origin is not responsible for Customer’s label content.

Origin shall retain Product samples from each production run for a minimum of the full shelf life of the Product plus six (6) months.

Customer shall establish the expiration date of the Product and all stability testing data to support the expiration date.

Customer agrees to defend, indemnify and hold harmless Origin, its directors, officers, agents and employees, from and against any and all damages, losses, liabilities, claims, suits, costs, fees and expenses resulting from or relating to any breach by Customer of any agreement between the parties. Customer further agrees to defend, indemnify and hold harmless Origin, its directors, officers, agents and employees, from and against any and all damages, losses, liabilities, claims, suits, costs, fees and expenses for illness, injury, death, or damage resulting from the consumption or use of any Product that independent investigation shows was caused by a defect or adulteration in the Product that originated with Customer or occurred after the Product left the custody of Origin.

Notwithstanding any provision to the contrary set forth in any agreement between the parties, to the extent permitted by applicable law, Origin's liability to the customer under any agreement shall be limited to direct, actual damages only. Customer agrees that in no event shall either party be liable to the other for consequential, incidental, punitive, exemplary, special or indirect damages. Origin is not responsible for any final Product test failure that is a direct result of any defect in a Customer-supplied material. Origin makes no warranty of any kind, either expressed or implied, by fact or law, other than those expressly set forth in a written agreement between the parties. Origin makes no warranty of fitness for a particular purpose or warranty of merchantability for the products that it manufactures.

These terms are effective when Customer submits its first PO and shall remain in effect for as long as Origin supplies Product to Customer, unless the agreement between the parties is terminated by either party upon written notice to the other party. In the event of termination, Customer shall pay all costs of any unused materials and shall pick up the unused materials.

An order transaction is considered complete only when the order has been paid for and delivery method has been satisfied. If these conditions haven’t been met within 180 days, and there has been no contact from customer within that time, Origin reserves the right to determine the final outcome of the order and customer releases Origin from any further obligation or liability or responsibility.

Each party will consult with the other in the event that either party determines an event has occurred relating to the Product which may result in the need for a recall or similar action. Each party will consult with the other in the event that either party determines an event has occurred relating to the Product which may result in the need for a recall or similar action.

If any provision of these Terms shall be prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition or unenforceability, without invalidating any of the remaining provisions. The temporary, limited, or specific waiver of any term, provision, or condition of these Terms or a breach thereof will not be considered a waiver of any other term, provision, or condition, or of any subsequent breach of the same term, provision, or condition. Only these Terms and other written agreements between the parties shall embody the understanding of the parties. These Terms and any other written agreements between the parties shall be interpreted and construed in accordance with the laws of the State of Utah, and jurisdiction and venue shall be located therein. If any suit or action is filed by any party to enforce these Terms or any other written agreements between the parties, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court, and if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court. Changes to these Terms or any other agreements between the parties must be mutually agreed upon and confirmed in writing by both parties.