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(b) comply with applicable social and ethical standards and recognized business practices; 5.1 Unless otherwise noted, all prices quoted are based on FCA Vlaardingen (Incoterms 2010) in US dollars and exclude all taxes and duties, including but not limited to corporation tax, business/sales tax, personal income tax, payroll tax, sales tax or other taxes and duties, excise taxes, use taxes and withholding taxes incurred in a country outside the country in which Sperry Marine is resident, which may be added to the prices indicated and paid by the buyer. For the avoidance of doubt, each party is responsible for all costs, fees and expenses imposed by its own banks. 5.2 In the event that the parties agree to a modification or modification of the contract or an order, including changes, but not limited to, the volume delivered, the increase or reduction of the quantity delivered, the modification of the delivery dates of the products or the service dates of the service works, prices are adjusted according to the standard rates used by Sperry Marine at the time of execution. In addition, the price of these products is increased by 4% (4%) per calendar year if the delivery is extended beyond the calendar year in which the products will initially be delivered. 5.3 The minimum order value applicable to all sales of goods and services is $300 ($300). 5.4 Unless otherwise specified and if the Buyer`s credit status with Sperry Marine is pending, full payment in the currency of the invoice by the Buyer must be made no later than thirty (30) days after the invoice date by payment to the bank and/or current account determined by Sperry Marine without suspension, set-off, deduction or discount. The buyer may revoke the invoice in writing only within the time limit set therein. 5.5 Without prejudice to Sperry Marine`s other rights, the Buyer shall be in default without further notice if it exceeds the aforementioned payment period of thirty (30) days. From that moment on, the buyer owes interest of one and a half percent (1.5%) per month, which is composed of the unpaid amount. For the purpose of calculating the amount of interest due, the monthly portions are considered as whole months. All judicial or extrajudicial costs, including all legal and attorneys` fees (on a compensable basis) and all legal costs incurred in connection with the recovery of the claim, are the responsibility of the Buyer.

5.6 Sperry Marine is entitled at any time to require from the Buyer an adequate guarantee (or, where applicable, an additional guarantee) for the payment of the Products and/or to suspend deliveries until the required guarantee has been provided. 7.2 Ownership of the goods passes to the Buyer upon delivery. Notwithstanding clauses 5.7 and 6.2, ownership is transferred to the Buyer if the Buyer agrees to pay for the Goods (in whole or in part) for the Goods prior to delivery, once payment has been made for such Goods or the Goods (including any material purchased by the Seller or assigned to integration into any of the Goods) have been assigned to the Contract. however, such payment does not constitute acceptance of the goods. 11.4 The Seller shall comply with all applicable customs laws and regulations relating to the importation of the Goods and/or Services. For domestic orders (i.e. orders sent to companies in the same country as the buyer), the seller assumes all import responsibilities. Unless otherwise agreed in writing, the Buyer assumes no responsibility for import or liability for customs duties and other taxes on goods and/or services purchased through a domestic order. .

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