General Terms and Conditions of Business for ESJA ENGINEERING EHF

These General Terms and Conditions (the "Terms") apply to all sales of goods and provisions of services by Esja Engineering ehf. and its subsidiaries in Italy and California (the "Seller") to its customers (the "Buyer").

Where these Terms are silent, the Sale of Goods Act No. 50/2000 applies to goods, and general principles of Icelandic contract law apply to services.

If the Buyer is a consumer (as defined by Act No. 48/2003 and Act No. 42/2000), mandatory statutory provisions shall prevail over these Terms only to the extent of any inconsistency.

A binding contract is formed when the Seller confirms an order in writing, issues an invoice, commences the provision of services, or delivers goods.

The Buyer shall pay the agreed price as specified in the invoice. Unless otherwise agreed in writing, invoices for goods must be paid in full prior to delivery. Invoices for services (hourly or fixed fee) are due within 15 days of issuance.

Any objections to an invoice must be submitted in writing within 10 days of the invoice date. Failure to object within this period constitutes an irrevocable acceptance of the invoice and the underlying delivery/service.

The Seller reserves the right to invoice in instalments, based on project progress or milestones.

If the Buyer is in default of any payment obligation, the Seller is entitled to suspend all further deliveries of goods and the provision of any ongoing services without notice. The Seller shall not be liable for any costs or damages resulting from such suspension.

Interest on late payments shall be calculated in accordance with the Act on Interest and Price Indexation No. 38/2001.

The Seller retains full legal title to all goods delivered until the purchase price, including interest and costs, has been paid in full.

The Buyer grants the Seller a contractual lien (söluveð) in the goods in accordance with Chapter III, Section G, Art. 35-42 of Act No. 75/1997. The Buyer is prohibited from selling, pledging, or altering the goods until full payment is received.

In the event of default, the Seller may enforce the claim by demanding a forced sale of the collateral without prior judicial process, reclaim the goods, or terminate the lien arrangement and demand the collateral’s return.

Goods are delivered Ex Works (EXW) at the Seller’s premises (Incoterms 2020), unless otherwise agreed. Services are performed at the location specified in the contract.

The Buyer bears all costs of shipping, insurance, and handling. For services performed off site, the Buyer shall reimburse the Seller for all travel, accommodation, and per diem expenses.

Risk of loss or damage passes to the Buyer upon delivery to the Buyer or a carrier, whichever occurs first.

Any delivery dates or service milestones are estimates only. The Seller is not liable for indirect or consequential losses resulting from delays.

If the Buyer fails to collect goods at the agreed time, the Seller may, at the Buyer’s expense and risk, store the goods or ship them to the Buyer. The Seller may charge a reasonable storage fee.

The Seller shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to: natural disasters, pandemics, strikes, power outages, cyber-attacks, or delays/defaults by subcontractors and foreign suppliers. In such events, the Seller’s obligations are suspended for the duration of the event.

The Seller shall notify the Buyer within a reasonable timeframe of any Force Majeure event that significantly affects the Seller's ability to perform. While the Seller will make commercially reasonable efforts to mitigate the impact of such events, the Seller shall not be required to incur additional costs or employ extraordinary measures to do so. Once the Force Majeure event has ceased, the Seller will resume its obligations as soon as is reasonably practicable under the circumstances. Any deadlines or delivery dates shall be extended automatically by a period equal to the duration of the Force Majeure event plus a reasonable recovery period.

The Seller’s total aggregate liability for any claim arising out of or in connection with the sale of goods or services—whether in contract, tort, or otherwise—is strictly limited to the amount actually paid by the Buyer for the specific goods or services giving rise to the claim.

Under no circumstances shall the Seller be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of production, loss of business opportunities, or claims by third parties.

The Buyer shall inspect goods and service deliverables immediately upon receipt.

Claims for defects must be made in writing without undue delay and in no event later than 5 days from when the defect was discovered or should have been discovered.

All claims for defects expire 12 months after the invoice date.

The Seller’s liability for defects is limited, at its sole discretion, to (i) repairing the defect, (ii) replacing the goods, or (iii) providing a credit note. The Buyer bears all transportation costs for items sent for repair.

The warranty provided for any goods sold under these Terms shall be rendered null and void, and the Seller shall be released from all liability and obligations, upon the occurrence of any of the following events:

• The original serial number or other identification marks have been removed, altered, or defaced.
• The assembly, installation, or commissioning of the equipment was performed without the direct involvement or written approval of the Seller or an authorized representative designated by the Seller.
• Damage to the goods results from improper handling, storage, misuse, neglect, or any other circumstances attributable to the Buyer or third parties for whom the Buyer is legally responsible.
• For the avoidance of doubt, this warranty does not cover defects or damage resulting from normal wear and tear or the natural exhaustion of consumables.
• Any repair, modification, or attempt at repair has been conducted by personnel other than the Seller’s authorized employees or agents without prior written consent from the Seller.

Returns are only accepted for standard (non-custom) goods in original condition within 15 days of delivery, subject to a restocking fee (as determined by the Seller). No refunds are issued; the Buyer will receive a credit note. Custom-ordered goods or specifically tailored services cannot be returned or cancelled once performance has begun.

The Buyer warrants that goods or services will not be exported or resold to jurisdictions or entities subject to international sanctions (cf. Act No. 93/2008 on International Sanctions, No. 64/2019 on Freezing of Funds etc. and No. 67/2023 on Disarmament, Arms Control and Export Control). Any breach of this clause entitles the Seller to terminate the contract immediately and claim full indemnification. All warranties cease immediately if goods are exported to sanctioned areas.

These Terms and any dispute arising from them shall be governed by the laws of Iceland. The District Court of Reykjavík (Héraðsdómur Reykjavíkur) shall have exclusive jurisdiction over any legal proceedings.

The Seller reserves the right to amend these Terms at any time by publishing the updated version on its website. The version in force at the time of the order shall apply.