Terms And Conditions

Terms and Conditions of Sale and Limited Warranty

Terms of Sale. The terms and conditions (collectively “Terms”) stated herein

govern the sale of one or more Origo products (the “Goods”) by Mill Mountain Capital, LLC

d/b/a Origo (“Company”) to the purchaser listed on the attached Purchase Order (“Purchaser”).

The Terms contained herein shall supersede all other terms, understandings and conditions

inconsistent therewith. In case of a conflict between these Terms and the Purchase Order, these

Terms shall prevail except where Company has expressly agreed to the conflicting term in the

Purchase Order.

Payment; Security Interest.

Terms of payment are the entire purchase price paid at the time of Purchaser’s order. Purchaser

will pay any sales, use, local or any other taxes, dues, duties, or fees which may be due as a result of

this transaction, excluding any income taxes or like taxes measured by the income of Company. All

orders shall be subject to approval at Company’s main office.

Specifications. Except as may be limited by Section 7, Company makes no

representations or warranties with respect to suitability for Purchaser’s use or intended use,

sufficiency, reasonableness, suitability or utility of the Goods by Purchaser for any purpose

whatsoever. Purchaser is solely responsible for assuring that the Goods are suitable and/or fit for

Purchaser’s use or intended use. Purchaser shall be solely responsible for assessing the

desirability and/or utility of the Goods for Purchaser’s intended use. All Goods shall be subject

to normal manufacturing variations of Company and its raw materials suppliers as recognized in

the industry. Company reserves the right to change raw materials specifications and/or raw

materials at any time and assumes no obligation to continue to supply any product, or products,

previously sold.

Packaging. Company shall provide adequate packaging for all Goods shipped in

accordance with recognized industry practice. All special packaging requirements of Purchaser

shall be billed to Purchaser’s account.

Shipment. Company shall deliver the Goods F.O.B. 2350 Electric Road, Suite

200, Roanoke, Virginia

24018 (the “Facility”), except as otherwise described in the Purchase

Order (and subject to acceptance in writing by Company). Company may make partial

shipments at Company’s sole discretion. Company’s shipping dates are approximate.

Title and Risk of Loss. Title to the Goods passes to Purchaser shall pass to

Purchaser upon shipment from the Facility. Company is not responsible for damage or loss in

transit, and all risk of loss to the Goods passes to Purchaser as the Goods are loaded for shipment

by common carrier at the Facility. Purchaser must obtain adequate insurance to cover the Goods

from the time risk of loss has passed from Company.

LIMITED WARRANTY.

(a)

Term of Limited Warranty; Repair or Replacement as Sole Remedy.

Goods furnished are warranted to be shipped free from defects in material and workmanship

under normal use and service for a period of twelve (12) months from date of delivery to

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Purchaser. Company will not be obligated beyond the repair or replacement (at Company’s

option) of such Goods as are determined by Company to be defective. Whether the Goods are

manufactured by Company or by another, such repair or replacement shall be Purchaser’s sole

and exclusive remedy for breach of this limited warranty and neither Company nor the

manufacturer (if other than Company) shall be subject to any other or further liability and no

claim for consequential or incidental damages will be allowed.

(b)

Conditions of Applicability of Limited Warranty. The limited warranty

provided in Section 7 above is void if (i) the Goods are subject to misuse, abuse, modified, or

altered or if the Goods are not used in accordance with Company’s specifications (including use

of the Goods with an unsupported phone), instructions and recommended procedures, (ii) the

Goods are not stored or handled appropriately, (iii) the defect in the Goods resulted from

damages occurring after delivery of the Goods, or (iv) the defect in the Goods has not been

reported to Company in writing within thirty (30) days after the date on which the defect was or

should have been discovered by Purchaser. .

Limitations of Limited Warranty.

OTHER THAN AS SET FORTH IN SECTION 7 HEREOF, NO OTHER WARRANTIES,

WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE, SHALL APPLY TO THE GOODS. COMPANY IS NOT LIABLE FOR

CUSTOMARY VARIATIONS FROM QUANTITIES OR SPECIFICATIONS. THE

FOREGOING WARRANTY IS EXCLUSIVE AND COMPANY DISCLAIMS ALL OTHER

REPRESENTATIONS AND WARRANTIES OF ANY KIND (WHETHER ARISING BY

IMPLICATION OR BY OPERATION OF LAW) WITH RESPECT TO THE GOODS,

INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING FROM COURSE

OF DEALING OR USAGE OF TRADE. THIS SECTION SURVIVES THE TERMINATION

OR CANCELLATION OF THE PURCHASE ORDER.

THE ABOVE DISCLAIMER OF IMPLIED WARRANTIES MAY BE LIMITED OR

INEFFECTIVE IF THE PURCHASER IS A CONSUMER AS THE TERM IS DEFINED

BY THE MAGNUSON MOSS ACT 15 U.S.C. SECTION 2301, IN WHICH CASE THE

DURATION OF ANY IMPLIED WARRANTY SHALL BE ONE YEAR FROM THE

DATE OF DELIVERY TO PURCHASER. SOME STATES DO NOT ALLOW

LIMITATIONS ON HOW LONG AN IMPLIED LIMITED WARRANTY LASTS OR DO

NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR

CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION

MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC

LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY

FROM STATE TO STATE.

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Defective Goods. If the Goods do not conform to the limited warranty given in

Section

7 and the limited warranty is not excluded, then Purchaser must promptly notify

Company in reasonable detail of such failure to conform. If Company determines, after a

reasonable investigation, that the Goods do not comply with the limited warranty provided in

Section 7, then, as set forth in Section 7, Company will repair or replace the defective Goods at

no cost to Purchaser. SUCH REPAIR OR REPLACEMENT AS PROVIDED IN THIS

SECTION 9 IS THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR ANY

BREACH OF THE LIMITED WARRANTY PROVIDED BY COMPANY.

10.

Returns. After thirty (30) days from the date of purchase, Goods may not be

returned without Company’s written permission and, unless otherwise agreed upon, will be

credited at the lowest prevailing price. All returns shall be subject to a minimum charge of 20%

for handling and restocking. Return transportation charges for all returns must be prepaid.

11.

LIABILITY LIMITATION. IN NO EVENT WILL COMPANY BE LIABLE

TO PURCHASER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR

CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT

AND INDIRECT LOST PROFITS, REGARDLESS OF WHETHER THOSE DAMAGES

WERE FORESEEABLE. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE

CONTRARY, COMPANY’S LIABILITY TO PURCHASER UNDER ANY THEORY OF

RECOVERY WHATSOEVER ARISING FROM A PURCHASE ORDER AND/OR THESE

TERMS SHALL NOT EXCEED IN THE AGGREGATE THE PURCHASE PRICE PAID TO

THE COMPANY FOR THE GOODS COVERED BY SUCH PURCHASE ORDER.

COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING

PURCHASER’S AUTOMOBILE MANUFACTURER’S WARRANTY OR THE EFFECT OF

THE GOODS THEREON. PURCHASER MUST MAKE ITS OWN INDEPENDENT

DETERMINATION OF WHETHER INSTALLING OR USING THE GOODS ON THE

PURCHASER’S AUTOMOBILE WILL VOID, LIMIT OR HAVE ANY OTHER EFFECT ON

SUCH WARRANTY. THE COMPANY IS NOT AFFILIATED WITH ANY INSTALLER OF

THE GOODS AND THE COMPANY FURTHER MAKES NO REPRESENTATION OR

WARRANTY REGARDING THE INSTALLER OF THE GOODS SELECTED BY

PURCHASER OR THE SERVICES PERFORMED BY SUCH INSTALLER.

12.

Cancellation. Orders may not be canceled, reduced, changed, or suspended

without Company’s written consent and payment of reasonable and proper cancellation charges.

13.

Intellectual Property. In addition to the provisions of Section 27, Purchaser

agrees that it does not have any property interest in Company’s intellectual property, including,

but not limited to, its trademarks, trade names, copyrights, trade secrets, patents, know how or

other proprietary rights of any nature whatsoever, whether or not incorporated in the Goods or

the Software (as defined herein), and Purchaser will not attempt to reverse engineer or decompile

any such Goods or the Software or disclose or use any such intellectual property without

Company’s prior written consent.

14.

Force Majeure; Excusable Delays. Company is not liable or responsible for delay

or failure to perform any of Company’s obligations to make delivery of Goods occasioned by (i)

any cause beyond its reasonable control, including, but not limited to, a labor dispute, industry

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disturbance, fires, severe weather conditions, earthquakes, floods, declared or undeclared war,

epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation,

delay by supplier or manufacturer, terrorist attack, governmental, regulatory or legal action, act

of God, or (ii) by acts or omissions of Purchaser, including, but not limited to, Purchaser’s failure

to promptly comply with the terms of payment for the Goods (all of the foregoing under (i) and

(ii) collectively, “Excusable Delays”). The date of delivery shall be extended for a period equal

to the time lost by reason of any of the Excusable Delays.

15.

Successors and Assigns. The Purchase Order and the Terms herein bind and inure

to the benefit of Purchaser and Company and their successors and assigns. Purchaser may not

assign any interest in, nor delegate any obligation under the Purchase Order or the Terms herein,

without Company’s prior written consent.

16.

Governing Law. The validity, construction and performance of the Purchase

Order and the Terms herein are governed by, and must be construed in accordance with, the law

of the Commonwealth of Virginia, without regard to its conflicts of law provisions. The parties

agree that the Purchase Order and these Terms are to be construed in accordance with the

Uniform Commercial Code as enacted in the Commonwealth of Virginia.

17.

Jurisdiction and Venue. Purchaser irrevocably submits and agrees to the

jurisdiction of the state and federal courts located in Roanoke, Virginia in any action, suit or

proceeding related to, or in connection with, the Goods, Purchase Order or the Terms herein and,

to the extent permitted by applicable law, Purchaser hereby expressly waives and agrees not to

assert as a defense in any such action, suit or proceeding any claim (i) that Purchaser is not

personally subject to the jurisdiction of the state and federal courts located in Roanoke, Virginia;

(ii) that the venue of the action, suit or proceeding is improper, (iii) that the action, suit or

proceeding is brought in an inconvenient forum; or (iv) that the subject matter of the Purchase

Order or Terms herein may not be enforced in or by the state or federal courts located in

Roanoke, Virginia. Without prejudice to any other mode of service, Purchaser consents to

service of process relating to any such proceedings by personal delivery or prepaid mailing (air

mail if international) in registered or certified form a copy of the process to the Purchaser at the

address set forth on the face of the Purchase Order or, if none, then to the address at which the

Goods were delivered.

18.

Waiver. The waiver by Company of any breach by Purchaser of any provision of

the Purchase Order or the Terms herein may not be construed to be either a waiver of the

provision itself as to subsequent application or any other provision thereof. Waiver by either

party of any default by the other shall not be deemed to waive any subsequent default.

19.

Severability. If any provision of the Purchase Order or the Terms herein is held

by a court of competent jurisdiction to be contrary to law or public policy, the remaining

provisions of the Purchase Order or the Terms herein remain in full force and effect.

20.

Notices. No notice or other communication under any Purchase Order or the

Terms herein is sufficient to affect any rights, remedies or obligations of either party unless the

notice or communication is in writing and

(as elected by the party giving the notice) is

(i) personally delivered,

(ii) transmitted by facsimile

(with a receipt acknowledgment),

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(iii) transmitted by electronic mail, (iv) transmitted by a recognized courier service, or (v) mailed

(air mail if international) in registered or certified form, to the party to which notice or

communication is being given at the following address:

(a)

If to Company:

Mill Mountain Capital, LLC d/b/a ORIGO™

2350 Electric Road, Suite 200

Roanoke, Virginia 24018

Attn: Legal Dept

E-mail: [email protected]

(b)

If to Purchaser, at its address, fax number or e-mail address as designated

on the face of the Purchase Order.

Except as otherwise specified in the Purchase Order, all notices or communications are deemed

to have been duly given (i) on the date of receipt if delivered personally, (ii) on the date of

transmission if delivered by facsimile before 5:00 pm eastern time on a business day and

otherwise on the next business day, (iii) on the date of transmission if transmitted by electronic

mail before 5:00 pm eastern time on a business day and otherwise on the next business day,

(iv) one day after pickup by courier if delivered by courier, or (v) five days after mailing if

delivered by the postal service. Either party may change its address by notice to the other party.

21.

Construction. The headings of the Sections in these Terms are provided for

convenience only. The parties agree that the provisions of the Purchase Order or the Terms may

not be construed in favor of or against either party by reason of the extent to which a party or its

professional advisors participated in the preparation of the Purchase Order or the Terms herein.

22.

Survival. The terms of any Purchase Order that by their nature are reasonably

intended by the parties to survive its expiration or earlier termination, including, but not limited

to, Sections 7, 8, 9, 10, 11, 13, 16, 17, 20, 22, 23, 24, 25 and 26 of these Terms, survive the

expiration or cancellation of any Purchase Order.

23.

Indemnification. Purchaser agrees to protect, defend, indemnify, and hold

Company and its members, managers, employees, affiliates and agents harmless from and

against all liability, claims, actions, litigation, judgments, losses, damages, penalties (including,

but not limited to, penalties imposed by any governmental agency or tax authority), and/or

expenses (including, but not limited to, attorneys’ fees and costs and expenses), incurred by

Company arising out of, resulting from, or in any way connected with (i) the Goods or Software

including, without limitation, with respect to damage to property, personal injury or death or (ii)

any breach by Purchaser of any term or condition of the Purchase Order or these Terms.

However, this indemnity obligation shall not apply if the liability incurred by Company arose

solely as a result of breach by Company of its limited warranty under Section 7 above. The

provisions of this section shall survive the expiration or earlier termination of the Purchase Order

or Terms herein.

24.

Attorneys’ Fees and Costs. Notwithstanding any other provisions of these Terms,

if any action is brought by Company to recover any amount due under the Purchase Order or the

Terms herein on the account of any breach of, or to enforce or to interpret any of the covenants,

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terms or conditions of the Purchase Order or Terms herein, Company shall be entitled to recover

from Purchaser as part of its cost the reasonable attorneys’ fees incurred in bringing and

prosecuting such action, the amount of which shall be fixed by the court and shall be made part

of any judgment or decree rendered.

25.

Safeguard Provision. Should any extenuating circumstances occur or become

apparent, the occurrence or actual extent or impact of which had not been foreseeable by the

parties affected thereby at the date of signing the Purchase Order and should the further

performance of the Purchase Order render an undue hardship to Company, the parties shall meet

to discuss the situation, and whenever appropriate in the light of the intent of the Purchase Order

and these Terms and the fair and legitimate interest of the parties hereunder, adjust the respective

provisions of the Purchase Order.

26.

Entire Agreement. The Purchase Order and the Terms herein comprise the

complete and final agreement between Company and Purchaser as to the transaction

contemplated thereby and supersede all prior negotiations, proposals, representations,

commitments, understandings or agreements between Company and Purchaser, either written or

oral, on its subject. NO OTHER AGREEMENT, QUOTATION OR ACKNOWLEDGMENT

IN ANY WAY PURPORTING TO MODIFY ANY OF THE TERMS OF THE PURCHASE

ORDER OR THE TERMS HEREIN IS BINDING UPON COMPANY UNLESS MADE IN

WRITING AND SIGNED BY COMPANY’S AUTHORIZED AGENT. Neither the Purchase

Order, nor the Terms herein may be altered or modified except by written agreement signed by

Company and Purchaser. Any other representations or warranties made by any person, including

without limitation employees or other agents of Company, that are inconsistent with the Purchase

Order or the Terms herein may not be relied upon by Purchaser and are not binding upon

Company. Any printed terms and conditions of any Purchase Order or other correspondence

received by Company in connection with an order shall not apply, it being understood that the

Terms shall be the sole and exclusive terms and conditions as to all transactions.

27.

Limited License. Use of the Goods may require the use of certain software

provided by Company (the “Software”). By using the Goods, Purchaser agrees to be bound by

the terms of the limited license set forth in this Section 27.

(a)

Upon delivery of the Goods to Purchaser, Company hereby grants

Purchaser a limited, non-exclusive, nontransferable, revocable license to use the Software, solely

in connection with the use of the Goods and for a period of one (1) year from the date of delivery

unless sooner terminated (the “License”).

(b)

The License shall automatically renew for additional one (1) year periods

at the Company’s then-prevailing rate unless the Purchaser gives written notice to Company of

its intent not to renew at least sixty (60) days prior to the expiration date of the then-current

License term Such renewals may continue until such time as the License is terminated or

revoked or Purchaser fails to give the required written notice or payment as set forth herein.

(c)

This License will be immediately and automatically revoked if the Terms

are breached. Notwithstanding the generality of the foregoing, and in addition to the provisions

of Section 13, Purchaser shall not reverse engineer, decompile, or otherwise determine the source

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code or object code of, the Software, nor attempt to do any of the foregoing, nor assist anyone

else to do so, directly or indirectly, and shall not (and shall not permit any third party) to use,

install, display, duplicate, copy, distribute, sell, rent, lease, license, sublicense, outsource, modify

or otherwise alter, incorporate into other materials or create any derivative work based upon, in

any manner whatsoever, in whole or in part, the Software or any portion thereof.

(d)

Company shall at all times retain all right, title, and interest in and to all of

the Software. The Software is protected by copyright under the laws of the United States.

Modification or use of the Software for any purpose not expressly permitted hereunder shall

constitute a breach and may violate copyright, trademark, and other applicable laws and

Company’s and/or a third party’s intellectual property rights. The Software is provided for lawful

purposes only.

(e)

OTHER THAN AS EXPRESSLY SPECIFIED HEREIN, THE

SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY

WARRANTIES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS, AND

PURCHASER HEREBY WAIVES, ANY AND ALL WARRANTIES, EXPRESS, IMPLIED

OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-

INFRINGEMENT OR USE, OR ANY WARRANTY ARISING FROM A COURSE OF

DEALING OR TRADE OR ANY WARRANTY THAT THE OPERATION OF THE

SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

(f)

Purchaser acknowledges, agrees and recognizes the substantial value and

confidential nature of the Software, and that Company will suffer irreparable damage for which

monetary relief would be an inadequate remedy, if the Software, or any part thereof, were

disclosed in violation hereunder. Accordingly, in addition to any other rights or remedies

available hereunder, at law or in equity, Company has the right to obtain equitable relief,

including injunctive and specific performance, to prevent an actual or threatened breach, without

the posting of a bond or any other security or the proof of actual damages.

(g)

Company hereby reserve all rights in the Software that are not expressly

granted in this License.

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