1. Introduction. These standard terms of sale shall apply to any sales of products by the Supplier unless otherwise agreed. In these standard terms of sale, (i) the "Supplier” shall mean Lýsi hf., an Icelandic company registered with reg. no. 440269-5089, or such other member of Lýsi hf.’s group as may be identified as the Supplier in the Order Confirmation; (ii) the “Purchaser” shall mean the entity or person identified in the Order Confirmation as purchasing the Products; and (iii) the “Order Confirmation” shall mean the order confirmation, invoice or other written confirmation from the Supplier for the sale of Products to the Purchaser. The Supplier reserves the right to amend these standard terms of sale at any time, and the amended terms shall apply to all Order Confirmations made after the date of amendment.

2. Agreement to purchase. By signing or otherwise agreeing to the Order Confirmation, the Purchaser agrees to purchase the products specified in the Order Confirmation in the quantities specified (the “Products”). The Supplier shall have no obligation to sell the Products to the Purchaser unless and until the Supplier has signed or otherwise confirmed in writing an Order Confirmation and that Order Confirmation has taken effect. Except to the extent varied by these standard terms of sale or the Order Confirmation, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply to the Order Confirmation.

3. Payment. The price payable by the Purchaser for the Products shall be as specified in the Order Confirmation, which price excludes all sales or value added taxes (if applicable). The Purchaser shall make payment in cleared funds and without deduction according to the payment terms specified in the Order Confirmation. If no date for payment is specified in the Order Confirmation, payment shall be made before dispatch of the Products from the Supplier’s premises. Interest shall accrue on any late payment on a daily basis from the due date until the date of actual payment at the default interest rate published by the Central Bank of Iceland for each day that payment is overdue.

4. Letter of credit. If a letter of credit is required by the Supplier in accordance with the Order Confirmation, the Purchaser’s payment obligation shall be secured by an irrevocable letter of credit satisfactory to the Supplier subject to UCP 600, established by the Purchaser at the Purchaser’s cost in favour of the Supplier immediately following the parties’ signature (or other acceptance) of the Order Confirmation, and confirmed by an Icelandic bank acceptable to the Supplier. The letter of credit shall be for the amount of the total purchase price payable (together with any tax or duty payable) and shall be valid for at least six months after the due date. The Supplier shall be entitled to immediate cash payment on presentation to such confirming bank of the invoice to which the letter of credit relates. For the avoidance of doubt, failure by any issuing or confirming bank of any letter of credit to pay any amounts shall not release the Purchaser from its obligation to pay such amounts.

5. Delivery. The Products shall be delivered as specified in the Order Confirmation, and if nothing is specified in the Order Confirmation the Products shall be delivered EXW Lýsi hf., Fiskislóð 5-9, 101 Reykjavík, Iceland Incoterms® 2020. All estimated dates for delivery are estimates only and are not binding upon the Supplier.

6. Re-sale and packaging. Where the Products are retail products, the Purchaser may not re-sell the Products in any packaging other than the Products’ original packaging and may not re-label Products or alter any packaging without the Supplier’s prior written consent.

7. Trademarks. The Supplier retains all ownership in its trademarks under which any Products are sold or marketed, and the Purchaser shall have no rights to use the Supplier’s trademarks unless otherwise agreed.

8. Warranties. The Supplier warrants that the Products have been produced in accordance with all applicable laws and regulations in the country of production of the Products, and, in the case of Products intended by the Supplier for human consumption, are fit for human consumption according to the laws and regulations in the country of production of the Products. Except for the warranties set out in the preceding sentence and any warranties which cannot be excluded as a matter of law, the Supplier makes no other warranties whether express or implied regarding the Products, including but not limited to warranties of fitness for purpose or quality.

9. Limitation of liability. To the extent permitted by law, the Supplier shall not have any liability to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for (i) any improper handling or storage of the Products by the Purchaser or its agents, or (ii) any loss of goodwill, profit, revenue, or anticipated savings or any indirect or consequential loss.

10. Force majeure. If any circumstance not within a party’s reasonable control prevents a party from (or delays a party in) performing any of its obligations under the Order Confirmation, such party shall not be in breach of the Order Confirmation or otherwise liable for any such failure or delay in the performance of such obligations for the duration of such circumstances, and the time for performance of such obligations shall be extended accordingly.

11. Entire Agreement. The Order Confirmation (including these standard terms of sale), together with any written supply or distribution agreements between the Supplier and the Purchaser relating to the Products, constitutes the entire agreement between the parties relating to the sale and purchase of the Products.

12. Governing law. The Order Confirmation and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Iceland.

13. Dispute resolution. Each party irrevocably agrees that the District Court of Reykjavík, Iceland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Products, the Order Confirmation or the subject matter of the Order Confirmation.