General Manufacturing Terms
By submitting a Purchase Order (PO), Customer agrees to these General Terms of Manufacturing (“Terms”).
Standard payment terms are 50% down upon submission of the PO and 50% prior to Customer’s “Product” leaving Origin’s warehouse. 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 email@example.com, (2) Origin has reviewed and confirmed the PO, (3) any required downpayment 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, COAs, 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 40 business days.
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.
Customer may cancel its PO in writing prior to the estimated production date (in the event of cancellation of Customer’s first PO, Customer shall reimburse Origin for Origin’s actual labor costs related to the formulation of the Product, billed at an hourly rate of $25/hr. but not to exceed $250). In the event of cancellation all unused materials ordered for the Product shall be delivered to Customer and Customer shall pay all costs of the unused materials, including the original shipping costs.
Customer will be notified when its Product is ready to ship. Customer will have 10 business days to pick up the Product. Thereafter, Customer will be charged a daily storage fee of $5 per pallet.
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.
Origin is not responsible for any final Product test failure that is a direct result of any defect in a Customer-supplied material.
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.
Limitation of Liability
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 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.
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 agrees to investigate, as reasonably requested by the other party, complaints associated with the Product, and to implement corrective and preventive actions as necessary.
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.
Choice of Laws
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 Terms.
Changes to these Terms or any other agreements between the parties must be mutually agreed upon and confirmed in writing by both parties.