NAVICO group B2B TERMS AND CONDITIONS OF SALE
Version 1 - Effective 01 June 2023.
Unless otherwise agreed to by Navico Group, a division of Brunswick Corporation (“Navico Group”) in writing, the following terms and conditions (“Agreement”) apply to all purchases of physical Products from the Navico Group entity fulfilling the order. These terms do not apply to strictly digital and dematerialized products and services offered by Navico Group which shall be governed by the terms of the applicable license agreement. By placing an order for Products, the purchaser (“You”) accepts and agrees to be bound to this Agreement. If You have placed an order, but do not wish to be bound to this Agreement, then you must promptly cancel such order in accordance with the Cancellation Policy (as defined below).
DEFINITIONS. “Customer” or “You” means you and/or any of your affiliates that place order(s) for Products. “Products” includes Standard Products and Special Products. “Standard Products” are products (i) that have not been modified especially for a customer, and (ii) are available to the general public for purchase from Navico Group. “Special Products” are products that (i) are not a Standard Product, (ii) are a custom product or a modification of a Standard Product provided by Navico Group at the request of or especially for a Customer, or (iii) have been marked or labeled according to a Customer’s specifications. "Nonconforming Products" means only the following: (i) Product shipped is different than identified in Navico Group’s Purchase Order Acknowledgement; or (ii) Product's label or packaging incorrectly identifies its contents.
ORDERS. All orders are subject to acceptance by Navico Group, which acceptance will be indicated by the issuance of a Purchase Order Acknowledgement subject to these terms, issued via (i) written confirmation, (ii) electronic confirmation, or (iii) fulfillment and shipment of such order. Upon receipt of an order, Navico Group may issue a Purchase Order Acknowledgement, within fifteen (15) days indicating the quantities and products accepted, as well as the estimated delivery date for such Products, which shall not be considered as binding upon Navico Group. Navico Group reserves the right to indicate different estimated delivery dates for different Products in its Purchase Order Acknowledgement, and Customer hereby acknowledges that the dates indicated on the Purchase Order Acknowledgement may not reflect the dates indicated in the order. Products must be ordered in standard pack quantities where applicable. Navico Group reserves the right to reject any order for any reason and to supply less than the quantity ordered of any Product, at any time and without notice.
INSPECTION AND NONCONFORMING PRODUCTS. Customer shall promptly inspect all orders upon receipt. All orders shall be deemed to be fully accepted by the Customer unless Navico Group receives written notification to the contrary within five (5) days of delivery of the Product pursuant to the INCOTERMS that apply to the order. If Customer timely notifies Navico Group of any Nonconforming Products within the time period stated herein, Navico Group shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Navico Group shall not be held liable for any deviations in shape, size and color that are customary in the industry or technically unavoidable. Customer acknowledges and agrees that the remedies set forth in this section are Customer's sole and exclusive remedies for the delivery of Nonconforming Products.
PRICES. All orders for Standard Products and Special Products will be invoiced at the price in effect at the time of shipment. All prices are subject to change without notice and are subject to shortages in materials or resources and increases in the cost of manufacturing. Taxes and shipping and handling charges are not included in Product prices. Unless otherwise agreed to by Navico Group in writing, all costs, fees, and expenses associated with the shipment of Products or the insurance of Products while in transit shall be paid by Customer and will be calculated and added to the order prior to shipment.
TAXES AND FEES. All taxes, assessments, fees, duties and charges applied or imposed by any government relating to the sale, delivery, shipment or use of Products will be added to the purchase price of Products, even if such is imposed after delivery and payment, and will be paid by Customer, except to the extent that Customer provides Navico Group with an acceptable tax exemption certificate.
DELIVERY. Unless otherwise agreed to by Navico Group in writing, all orders will be delivered Ex-Works (within the meaning of INCOTERMS 2020). Scheduled shipping dates are estimates, and subject to change without notice. Unless otherwise agreed to by Navico Group in writing, actual delivery dates are not of the essence. Navico Group will have no liability to Customer or any third party for any delay in delivery or partial deliveries, regardless of the reason. If Customer delays shipment for any reason, Navico Group shall be entitled to charge warehousing fees to the Customer for each day Customer fails to take delivery of the Products from the date they are made available by Navico Group.
CANCELLATION POLICY. No orders which have been acknowledged or accepted by Navico Group may be cancelled or revised by Customer without Navico Group’s prior written consent. Notwithstanding what precedes, Customer may be allowed to cancel a pending order with Navico Group’s prior written consent and upon payment of reasonable cancellation charges compensating Navico Group for all costs incurred in work done and material purchased. Navico Group reserves the right (i) to determine what constitutes reasonable cancellation charges, and (ii) to cancel any order at any time if Customer becomes insolvent, fails to process pending invoices timely or is in breach of any applicable law or any term of this Agreement. Orders for Special Products may not be canceled by the Customer and shall be considered as firm orders regardless of the issuance of a Purchase Order Acknowledgement. Notwithstanding what precedes, Navico Group shall remain free to reject such orders and shall not be bound by the terms of delivery included as part of such orders.
RISK OF LOSS. Risk of loss of each order for Products shall pass from Navico Group to Customer upon Navico Group’s tender of such order to the initial carrier regardless of the INCOTERMS.
CREDIT AND PAYMENTS. All payments must be in U.S Dollars or such currency indicated in the applicable Purchase Order Acknowledgement. Invoices are due and payable prior to delivery by Navico Group, unless Navico Group has agreed to provide the Customer with different credit terms. Navico Group reserves the right to withdraw credit terms at any time and for any reason. Navico Group may invoice parts of an order separately or in one invoice. If Customer delays shipment for any reason without first obtaining the prior written approval of Navico Group, payments shall become due from the date on which Navico Group was prepared to make shipment and storage shall be at Customer’s risk and expense. All payments for Products shall be made without withholdings, set-off or delay. Payments for Products shall be made to the Navico Group entity processing the order or a bank or other organization designated by such Navico Group entity. Customer acknowledges and understands that any devaluation or other change in the currency of the country of Customer’s location is at the risk of the Customer. Customer is responsible for establishing and maintaining methods and procedures used to detect and prevent fraud, theft, and unauthorized attempts to divert payments due to Navico Group. Customer shall always verify request alleging that Navico Group changed its bank coordinates. Customer shall remain fully liable for its payment to Navico Group should it wire payment(s) due to Navico Group to a third party by mistake or should it be victim of a fraud, theft, or unauthorized diversion of payment.
OVERDUE ACCOUNTS. Timely payment for all invoices is of the essence. Navico Group reserves the right to charge Customer a late penalty of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law. Navico Group shall have the right to set-off and deduct from any credit balance any sums owed by Customer. If Customer fails to make payment in accordance with the payment terms specified by Navico Group, Navico Group may, without any liability to Customer, defer shipments until such payment is made and charge related warehousing costs to the Customer, or may, at its option, cancel all or any part of the unshipped order. Customer shall be liable to Navico Group for all collection expenses, including reasonable attorney’s fees and court costs, incurred by Navico Group in attempting to collect any amounts due from Customer.
CREDIT BALANCES. Unless otherwise agreed to by Navico Group in writing, Customer must use any credit balances that have been issued by Navico Group within one (1) year of issuance unless applicable law directs otherwise. Navico Group shall have the right to set-off and deduct any sums owed to Customer by any entity of the Navico Group or any affiliate of Brunswick Corporation from any credit balance. IF NOT APPLIED OR REQUESTED WITHIN SUCH PERIOD, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND NAVICO GROUP SHALL HAVE NO FURTHER LIABILITY WITH RESPECT THERETO.
CORRECTIONS. Navico Group is not responsible for pricing, typographical, or other errors in any offer, catalog, price list or quotation, and reserves the right to cancel orders arising from such errors.
SPECIAL PRODUCTS. All drawings, designs or specifications for Special Products must be mutually agreed upon in a written document signed by both parties. Orders for Special Products are non-cancellable and nonreturnable. If Customer rejects any delivery of Special Products, in whole or in part, Customer is still liable for the full purchase price of such order. Customer hereby represents and warrants to Navico Group that any specifications, designs, or drawings furnished by it or its representatives to Navico Group do not infringe upon any third-party patent, copyright, trademark or other intellectual property right of any third party. Customer agrees to indemnify and hold harmless Navico Group and its affiliates, successors and assigns from and against any costs, damages or liabilities that may arise due to any such infringement.
RETURN POLICY. Subject to certain restrictions, new, unused, and unopened Standard Products may be returned to Navico Group after receiving a Return Merchandise Authorization (RMA) from Navico Group (“Authorized Returns”). To obtain an RMA, contact your Customer Services Representative. Authorized Returns are subject to a fifteen (15%) restocking fee. Authorization will not be given for the return of Products (i) which would, in Navico Group’s sole opinion, result in an excess in the amount of stock Navico Group normally carries, (ii) which are discontinued Products, (iii) which were not invoiced within the previous twelve (12) month period, (iv) which have a Return Value (as defined below) greater than 10% of Customer’s aggregated sales invoiced for the previous twelve (12) month period, or (v) which are Special Products. Unauthorized returns may be refused and returned freight collected.
Notwithstanding anything herein to the contrary, Navico Group hereby reserves the right to refuse any and all RMA requests submitted by Customer at any time without having to justify its decision. Navico Group shall not assist Customers in liquidating excess inventories by means of Authorized Returns to Navico Group. Authorized Returns must be in their original packaging, and, unless otherwise agreed to by Navico Group in writing, Customer is responsible for risk of loss and shipping and handling fees for Authorized Returns. The “Return Value” for Authorized Returns shall be the lesser of (i) the prevailing fair market value of such products at the time the RMA is issued or (ii) Customer’s original purchase price for the products, adjusted for bundling and promotional pricing, if applicable. The Return Value shall be paid in the form of a credit note to Customer’s account to be used for future purchases of Products. Special Products and discontinued Standard Products are nonreturnable.
SECURITY INTEREST – RETENTION OF TITLE. Where allowed by prevailing law, Navico Group shall have a lien on all Products sold as security for payment on the invoice price, and upon request Customer shall provide and execute a financing statement showing such lien. Notwithstanding anything herein to the contrary, Navico Group retains full title over the Products until full payment has been received from the Customer. Until title in the Products has passed to Customer, Customer shall not assimilate, transfer, or pledge any of the Products, or grant any right or title in the Products to any third party (including End-customers, OEM builders, dealers and the like). Notwithstanding anything herein to the contrary, the parties agree that the transfer of title contemplated herein shall only apply to the physical product and shall not in any case imply transfer of any Intellectual Property Right owned by or licensed to Navico Group.
DISCONTINUED PRODUCTS. Navico Group may modify or discontinue Products at any time without prior notice to Customer. A change in a Product may occur after a Customer places an order but before Navico Group ships the Products. As a result, the Products a Customer receives might display minor differences from Products requested in a Customer order. However, modified or substituted Products will meet or exceed all material specifications of the original Products requested in such order. Discontinued Standard Products are nonreturnable.
LIMITED WARRANTIES; EXCLUSIVE REMEDIES. Subject to certain limitations, exclusions, and conditions, Navico Group warrants to Customer that Standard Products (i) are, at the time of delivery, free from material defects in materials and workmanship and (ii) will, for the applicable periods set forth in Navico Group’s limited warranty, materially conform to the specifications for such Standard Products. Navico Group’s limited warranties are available by reference to the appropriate brand and/or region at https://www.navico.com/legal. This limited warranty does not apply to expendable parts and does not cover normal wear and tear. This limited warranty does not extend to any Products from which the serial number has been removed or tampered with or any Products that have been damaged or rendered defective: (i) as a result of accident, misuse, abuse, negligence, installation, act of God, disaster, impact, vessel grounding, pinched, cut or abraded cables, contact with strong solvents, or other external cause, (ii) by the use of parts not manufactured or sold by Navico Group, or (iii) by modification or service by anyone other than Navico Group or its authorized representative. Navico Group is not responsible for damage that occurs during installation or as a result of Customer’s failure to follow the instructions that come with the Products or by operation outside the usage parameters stated in the user documentation provided with the Products. This warranty does not apply to Special Products, unless otherwise set forth in a writing signed by the parties. Components supplied to Navico Group by or at the direction of Customer for incorporation into Special Products are not warranted by Navico Group. Except for this limited warranty, Navico Group makes no other warranty and disclaims all other warranties or liabilities as to any Product, whether express, implied, statutory, or otherwise, including all warranties of merchantability and fitness for a particular purpose.
LIMITS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NAVICO GROUP BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, COLLATERAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (“EXCLUDED DAMAGES”). Excluded Damages include costs of inspection, removal, and reinstallation of products or other items, rework, or recall costs (including administrative and personnel costs) of replacing or substituting items, loss of goodwill, and loss of revenue or profits, without regard to whether Navico Group has been notified in advance of the possibility of any such claim or damage. Navico Group’s total liability for any and all claims arising out of or in connection with this Agreement in any 12-month period shall not exceed (i) the total amount paid by Customer during the prior 12-months for the specific product, or (ii) the total amounts paid for the specifically identified Product(s) which give rise to the claim, whichever amounts are lower.
CUSTOMER WARRANTIES. Customer warrants that it will use and sell the Products only for their intended uses as may be specified by Navico Group.
CONFIDENTIALITY. In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including new product styles and designs, trade secrets, pricing strategies, marketing, business plans, and any logins and passwords provided by NAVICO GROUP (the “Confidential Information”). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated, or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of the receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.
GOVERNMENT CONTRACTS. Products are commercial items as defined in FAR 2.101. If Customer sells Products to any government, or to a government prime contractor or subcontractor, Customer shall be solely and exclusively liable for compliance with all government acquisition statutes and regulations. Navico Group makes no representations, certifications, or warranties whatsoever about compliance with government acquisition statutes and regulations, including, without limitation, those that may relate to pricing, quality, origin, or content, and specifically rejects the flow down of all FAR clauses not required to be included in a subcontract for commercial items.
LEGAL COMPLIANCE. Customer agrees to comply with all applicable U.S. and foreign laws, regulations, orders, and requirements pertaining to the purchase and sale of Products, their export from the U.S., and their import into the country of destination. Without limiting the generality of the foregoing, Customer acknowledges and agrees to comply with (i) all U.S. export licensing laws and regulations, (ii) all restrictions on the sale or other transfer of Products to prohibited parties, countries, or end-users, and (iii) all restrictions on the sale or other transfer of Products for a prohibited end-use. In addition, Customer acknowledges and agrees to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable antibribery laws and regulations.
EXPORT CONTROL AND SANCTION REGIME COMPLIANCE. Customer represents and warrants that it and its agents will abide by the U.S. Export Administration Regulations; the U.S. International Traffic in Arms Regulations; the economic sanctions rules and regulations implemented under statutory authority or President’s Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); European Union (“E.U.”) Council Regulations on export controls, including Nos. REGULATION (EU) 2021/821, 267/2012; other E.U. Council sanctions regulations, as implemented in E.U. Member States; United Nations sanctions policies; all relevant regulations made under any of the foregoing; and other relevant economic sanctions or export and import control laws imposed by a relevant governmental authority (collectively, “Global Trade Control Laws”). Customer represents and warrants that it and its agents will not export, divert, transfer or disclose, directly or indirectly, any Product or related technical information provided by Navico Group to any individual ordinarily resident in, entity located or organized in, or government entity of any country or geographic region subject to comprehensive economic sanctions administered by OFAC or the European Union, which, at the time of release of this Agreement, includes: Cuba, Iran, North Korea, Sudan, Syria, and the Crimea, Luhansk and Donetsk regions of Ukraine.
Customer represents and warrants that it and its agents will not export, divert, transfer or disclose, directly or indirectly, any Product or related technical information provided by Navico Group to any individual or entity included on: the list of sanctioned entities maintained by the United Nations; the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identifications List, all administered by OFAC; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the consolidated list of Persons, Groups and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; or similar lists of restricted parties maintained by other government authorities. Upon request by Navico Group, Customer shall promptly provide to Navico Group all known information concerning the disposition of Products provided by Navico Group, including (without limitation): the end user’s name and address, the intended end use of the Products, the names and addresses of any intermediate transferees, and the country or countries of transshipment.
Upon request by Navico Group, Customer will certify in writing to compliance with the Global Trade Control Laws.
COMPLIANCE WITH ANTI-CORRUPTION AND ANTI-BRIBERY REGULATIONS. Customer shall comply with all applicable anti-corruption and anti-bribery laws, rules, regulations, governmental requirements, and industry standards existing in the market with respect to the Products and Customer’s activities, including for purposes of this Agreement the United States Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act. Customer agrees that it will not, and will ensure that its employees, directors, officers, agents or other persons acting on its behalf do not, offer, promise, or make any payments, gifts or give anything of value, either directly or indirectly, to any person or an official of any government or government agency for the purpose of influencing an act or decision of the official in his or her official capacity or inducing the official to use his or her influence to assist Customer in obtaining or maintaining business or in obtaining or paying for favorable treatment or for influencing official actions or decisions affecting orders submitted to Navico Group or any agreements with customers or any other special concessions. Customer will indemnify and hold harmless Navico Group from any and all fines, damages, losses, costs, and expenses (including reasonable attorneys’ fees) incurred as a result of the breach of this section by Customer, its agents or customers.
DUTY TO DEFEND. Customer agrees to defend, hold harmless and indemnify Navico Group and reimburse Navico Group for all claims, taxes, penalties, interest, costs, assessments, and expenses that arise because of or in connection with any inadequacy or invalidity of any tax exemption certificate submitted by Customer or any act, omission, or misrepresentation of Customer or any of its affiliates, employees, agents, contractors, customers, or representatives, which gives rise to any breach of this Agreement.
FORCE MAJEURE. Navico Group shall not be liable in any way for any delay or cancellation in shipment, manufacture, or performance due to acts of God, war, riot, insurrection, terrorism, labor difficulties, accident, acts of civil or regulatory authorities, fires, floods, pandemics, quarantine restrictions, plant conditions, delays in transportation, shortages of fuel, labor, or any other condition beyond Navico Group’s control.
EXCLUSIVE AGREEMENT. This Agreement constitutes the entire agreement between Customer and Navico Group with regard to Customer’s purchase of Products, and supersedes all prior oral and written understandings, communications, or agreements between the parties. Navico Group objects to and rejects any additional or different terms or conditions in any form tendered by Customer, including expressly rejecting any provisions that dictate that Customer’s terms control or any additional or different provisions in a Customer’s electronic business portal. The terms of this Agreement prevail over any of Customer's terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer's order or failure to object to any of Customer’s terms and conditions does not constitute acceptance of Customer’s terms and conditions and does not serve to modify or amend the terms of this Agreement. In the event this Agreement conflicts with any previous agreement or any other purchase documents between the parties, then this Agreement shall take precedence.
GOVERNING LAW. This Agreement and any claim, dispute, or controversy arising from or relating to this Agreement or Customer’s purchase of any Products shall be governed, without regard to its conflict of laws rules, by the laws of:
- The State of Illinois, United States of Americas, in case the order is processed by a Navico Group entity incorporated in South or North Americas.
- The Netherlands, in case the order is processed by a Navico Group entity incorporated in Europe, Middle East or Africa
- Singapore, in case the order is processed by a Navico Group entity incorporated in Asia or Oceania.
The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Customer agrees that any and all disputes, claims or controversies arising out of or in connection with the order, these terms, or the breach, termination, enforcement, interpretation, or validity thereof, shall be submitted to the exclusive jurisdiction of the courts of:
- Chicago, Illinois, United States of Americas, in case the order is processed by a Navico Group entity incorporated in South or North Americas.
- Amsterdam, the Netherlands, in case the order is processed by a Navico Group entity incorporated in Europe, Middle East or Africa
- Singapore, in case the order is processed by a Navico Group entity incorporated in Asia or Oceania.
The jurisdiction of any other courts is hereby excluded, and the parties hereby waive any objection to such jurisdiction, including but not limited to forum non conveniens.
MISCELLANEOUS. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated. No course of dealing between the parties shall amend, modify, or supplement any of the provisions hereof. No waiver by Navico Group of a breach of any term of this Agreement shall be construed as a waiver by Navico Group of any other breach of this Agreement. Navico Group reserves the right to update this Agreement at any time, however, Customer’s rights and obligations shall be as provided in the version of this Agreement provided to Customer or made available to Customer at the time of its purchase of Products. Customer shall not assign any order or any interest herein without the prior written consent of Navico Group. Any actual or attempted assignment without Navico Group’s prior written consent shall entitle Navico Group to cancel such order upon notice to Customer.
Notices to Navico Group should be in writing sent by tracked next-day delivery service to:
- Navico Group Americas LLC, N85 W12545 Westbrook Crossing, Menomonee Falls, Wisconsin, 53051,
Attn: Finance; cc: Legal Department in case the order is processed by a Navico Group entity incorporated in South or North Americas.
- Navico Group EMEA B.V., Snijdersbergweg 93, 1105 AN Amsterdam Z.O., the Netherlands, Attn: Finance; cc: Legal Department in case the order is processed by a Navico Group entity incorporated in Europe, Middle East, or Africa
- Navico Marine Singapore Pte. Ltd. 12 Arumugam Road #05-12, LTC Building B, Singapore 409957, Attn Finance cc. Legal Department, in case the order is processed by a Navico Group entity incorporated in Asia or Oceania.
Notices shall be sent with copy provided by email to: [email protected]
Older versions applicable to SIMRAD, B&G AND LOWRANCE PRODUCTS ONLY before 1 June 2023:
Older version only applicable to Products distributed by Navico Group EMEA B.V. (so called Mastervolt terms) before 1 June 2023: