Terms and Conditions

ORIGO STANDARD TERMS AND CONDITIONS

(revised on April 4, 2024)

  1. Terms and Conditions. These Standard Terms and Conditions govern all sales made by Mill Mountain Capital, LLC dba ORIGO (“Seller”) to Customer. Seller rejects any terms and conditions contrary to these Standard Terms and Conditions (“Terms and Conditions”), including but not limited to terms and conditions proposed in a Customer purchase order. These terms and conditions must be referenced on the face of any purchase order. Seller’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of these Terms and Conditions.  Any changes in the Terms and Conditions contained herein must be specifically agreed to in writing signed by an authorized officer of the Seller.  The ORIGO privacy policy can be found at https://origosafety.com/privacy-policy.

  2. Pricing. The pricing in the quotation from Seller (“Quote”) applies only to the software or equipment specifically referred to in such Quote (the “Equipment”). The applicable price is only that specified in Seller’s Quote and, unless expressly specified in writing signed by an authorized representative of Seller, do not include applicable destination charges or taxes. Taxes will not be billed to Customer in the applicable invoice. 

  3. Taxes. Customer agrees to pay and is responsible for any and all applicable federal, state and local taxes, duties and other levies, which amount shall not be billed to Customer as set forth in the Pricing section above.

  4. Orders. All orders shall describe the Equipment sought, including additional services to be provided by Seller, to include installation and training. In response to Customer’s order, Seller will issue an Order Acceptance confirming the Equipment sought, the total price; payment schedule; shipping details and date when equipment will be ready for shipment. Once an order is accepted by Seller and confirmed in writing, any order for Equipment is firm and non-cancelable. Adjustments will not be permitted once work has commenced on the order. 

  5. Shipping/Risk of Loss. Unless agreed upon with the Seller, the Customer shall be responsible for installation of the Equipment. Seller will be responsible for ensuring the proper packaging of the Equipment in preparation for shipment, in accordance with industry standards or as otherwise specified by Customer.  Customer shall be solely responsible for selecting and arranging for the shipping of all Equipment sold by Seller. Any damage to the Equipment which occurs during shipping shall be Customer’s sole responsibility. Risk of loss shall pass to Customer upon delivery of the Equipment to Customer’s selected carrier. 

  6. Site Installation and Integration.  Customer shall be responsible for all costs and preparation in providing a suitable site size to permit installation of the Equipment to be installed and to function properly in a vehicle.  Seller assumes no risk for any site or vehicle damage caused by installation of the Equipment.  Customer shall also be responsible for all costs in integrating the Equipment with any of Customer’s vehicles or other equipment.

  7. Title. Title shall pass to Customer upon Seller’s receipt of full payment on all outstanding invoices for the Equipment.  

  8. Payments. Customer will make a pre-payment upon order of 50% of the total price by electronic funds transfer. The remaining 50% will be due upon Customer confirmation of functionality. 

  9. Product Changes. Seller reserves the right to change the specifications or design of its equipment at any time and from time to time, provided that Seller will provide Customer with notice concerning specification or design changes that are scheduled to occur while an order is pending.
  10. Use of Software and Trademarks and Intellectual Property

  • Rights of Use of Software. Subject to any additional terms in an attached End User License Agreement, Seller’s Equipment may require the use of certain software created and developed by Seller for operation.  Accordingly, in addition to entering into this Agreement for the purchase of the Equipment, Seller will enter into a separate End User License Agreement granting Customer a non-exclusive, non-assignable, non-sublicensable and non-transferable license to use Seller’s Software.
    • Rights of Use of Marks.  The Equipment purchased by Customer, or the Software licensed by the Customer, may display Seller’s trademark, ORIGO or other marks of ORIGO. However, this Agreement in no way intends to grant Customer a right to use the ORIGO mark, or any other Seller’s mark, associated with the Equipment.  Customer is prohibited from displaying the Marks on its own website, marketing, advertising, in promotional materials, and in any technical reports or other information that is publicly available, except with the express written consent of Seller.  Customer, and any assignee of the Equipment, agree not to remove, obscure,  deface or modify the ORIGO marks present on the Equipment or in the Software as delivered.  Further, to the extent the Equipment is integrated into Customer’s equipment, Customer agrees not to remove, deface or modify the Seller’s marks present in any integrated equipment.
    • Intellectual Property Notice.  Certain patents and patent applications may claim various components of the Equipment and uses thereof.  Any patents or patent applications may be found at: https://www.origosafety.com/IP.  Seller reserves the right to update the listing of patents and patent applications at their sole discretion and without any further notice to the Customer.  Sale of the Equipment to the Customer does not grant Customer any right or license (express or implied) to use, make, have made, sell, export or import any additional ORIGO equipment or software.  No right or license (express or implied) is granted to Customer for other devices, methods or systems claimed in ORIGO patents and patent applications.

    • Right of Publicity.  ORIGO shall be free to make public statements, without any review or permission from the Customer, that the Equipment has been sold to the Customer.  To the extent needed, Customer hereby grants ORIGO a non-exclusive, fully paid up, royalty-free, non-revocable, non-terminable and perpetual right to use the name of the Customer in any such public statements.

  • Returns.  Returns will only be allowed if the Equipment is non-functional after installation or is damaged during installation by ORIGO or its designated installer.  Customer bears all risk of damage once the Equipment has been installed and is verified to function properly. 

  • Limited Warranty/Disclaimer.
    • Seller warrants only that the Equipment sold or delivered hereunder shall conform to the standard physical characteristics set out in the Order Acceptance. This warranty applies only to the Customer and is non-transferable. The use of any replacement parts for the Equipment not manufactured or provided by the Seller voids this warranty. This warranty does not extend to damage or wear caused by misuse, negligence, accident, corrosion, modification by Customer, or tampering in any manner to impair normal functioning of the Equipment.   This warranty also does not extend to use of the Equipment in any integrated equipment that includes the Equipment in combination with any device, system or equipment of the Customer.  No damage or liability will be assumed by ORIGO for damage to any of Customer’s equipment, devices or systems that include the Equipment.

    • SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW, CONTRACT OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEROPERABILITY OR NON-INFRINGEMENT, ALL OF WHICH ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

  • Limitation of Liability.  SELLER’S LIABILITY TO CUSTOMER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO THE PRICE SPECIFIED IN THE QUOTE FOR THE SPECIFIC EQUIPMENT THAT CAUSED THE DAMAGES OR THAT IS THE SUBJECT MATTER OF, OR IS DIRECTLY OR INDIRECTLY RELATED TO THE CAUSE OF ACTION. SELLER SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF USE OR OTHER SPECIAL COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION THEREOF, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ASSUMES ALL LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH, THE USE OR MISUSE OF THE EQUIPMENT BY CUSTOMER, ITS EMPLOYEES, OR OTHERS.  SELLER DOES NOT INDEMNIFY CUSTOMER FOR ANY THIRD PARTY INFRINGEMENT THAT MAY OCCUR BY CUSTOMER’S USE OF THE EQUIPMENT.  

  • Force Majeure. Seller will not be responsible or liable for any delay or failure in performance arising as a result of fire, accident, acts of God, acts of public enemy, war, labor disputes, failure or delays, transportation, inability to secure product, raw materials or machinery for the manufacturing process, requirements or acts of any government or agency thereof, judicial action or other causes beyond such party’s control. In such event, the delayed party may defer performance for a period equal to the time lost by reason of the delay. If such time exceeds forty-five (45) days, either party may by written notice to the other party cancel the order as to any Equipment then undelivered without liability to the other party.

  • Miscellaneous.

         (a)   Assignment. Customer will not assign or subcontract its order, any interest or right therein without the prior written consent of the Seller.

         (b) Severability. In the event of any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract will be construed as if such invalid, illegal or unenforceable provision had never been contained therein. 

         (c)   Waivers/Amendment. No waiver, amendment or modification of any provision of this Agreement will be valid unless it is in writing and executed by the duly authorized representatives of the Parties.  The failure by either party to insist upon strict performance of any provision will not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same provision at any other time or any other provision of this Agreement.

         (d)  Governing Law. Any dispute regarding the order, the Quote, or the Order Acceptance (including these Terms and Conditions) will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. Customer agrees that it will submit to the personal jurisdiction of the competent courts of the Commonwealth of Virginia and the courts of the United States sitting in the Western District of Virginia, in any controversy or claim arising out of the sale contract.  

         (e)   Headings. The headings are for convenience only and shall not define, limit or construe the contents of such sections.