NAVICO BtoB GENERAL TERMS AND CONDITIONS OF SALE AMER

Applicable as of 01 May 2021.

  1. Definitions

“Affiliate(s)” means any or all of the individuals and entities directly or indirectly controlling, controlled by or under common control with the party identified, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Boat Builder” means any boat manufacturer purchasing Navico Products for the sole purpose of integrating them into their vessels, such vessels being in turn sold to Boat Builders customers.

Authorised Dealer” (or collectively, the “Authorised Dealers”), means an entity ordering from Navico as an Authorised Dealer and who is listed on the “Authorised Dealer List” as being authorised by Navico to purchase Products directly from Navico and to promote and sell any or all Products to End-Users;

Authorised Distributorshall mean an entity which is a party whose business consists of the purchase of Products from Navico, the warehousing of such Products and the resale of such Products to Authorised Resellers for sale to End-Users;

 Authorised Reseller(or collectively, the Authorised Resellers) means an entity who is listed on the “Authorised Reseller List” as being authorised by Navico to purchase Products from Authorised Distributor(s) and/or Navico and to promote and sell any or all Products to End-Users;

“End-User” means the purchaser of the Product(s) from an Authorised Dealer and/or Authorised Reseller who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product to a third party;

Navico” or a “Navico Company” means, a Delaware Corporation, having its registered address at 4500 S. 129th East Avenue, Suite 200, Tulsa, OK 74134-5885 USA,

The “Licensed IP” means any or all of the patents, designs, trademarks service marks, trade names, trade dress, product images, commercial symbols, copyrights, data, data bases, marketing information, trade secrets and confidential information in which the Navico Entities claim(s) rights; The “Products” means those Navico brand products and related equipment, and accessories listed in Navico’s Online Price Book as amended from time to time;

The “Territory” shall mean, either (1) the country(ies) included on the relevant quotation issued by Navico, or (2) the country(ies) mentioned on a physically signed purchase order issued by the Customer, or the country where the Navico Company is established or incorporated.

To “Transship” shall mean the sale of Product(s) to any entity other than an End-User, or, in the case of Customers acting as Authorised Distributors, to Authorised Resellers.

  1. Binding Documentation

These Terms and Conditions of Sale (“GTCS”) govern the sale of any Product by Navico to the Customer. They form an integral part of and apply to all quotations and offers made by Navico as well as all acceptances, acknowledgements and confirmations by Navico of any orders by Customer, unless and to the extent that Navico explicitly agrees otherwise in writing. Customer’s General terms and conditions of purchase, or the like, as well as any other set of commercial terms issued by Customer either before or after issuance of any document by Navico setting forth or referring to these GTCS are hereby explicitly rejected. Any such terms shall not be binding on Navico and be considered as inapplicable to the sale of Products by Navico to the Customer. Submission of an order accepted by Navico, receipt or retention by the Customer of any Product delivered by Navico, or payment by the Customer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these GTCS. The Customer hereby acknowledges that it is placing orders and acquiring Products from Navico as an Authorised Dealer, Authorised Distributor, Authorised Reseller or Boat Builder as the case may be and that it shall comply with the relevant related obligations. By placing an order, the Customer has acknowledged his relevant duties and obligations, as further described under the Navico Master Program Book and the relevant template of Authorised Distributor, Authorised Reseller, Authorised Dealer or Boat-Builder Agreement applicable to the Customer’s Territory and made available to the Customer on the Navico Customer Portal (“Contractual Documentation”).

  1. Orders

Until Navico has notified the Customer in writing (via email or through its Customer Portal) of its acceptance of an order, or the parties enter into a written agreement related to the supply of the Products, Navico may, at its own discretion and without incurring any liability, revise or withdraw any quotation provided to the Customer.

In the event that Navico receives one (1) or more orders (or similar or related documents) from the Customer which contain(s) one or more provisions which are inconsistent with or in addition to any or all provisions of these GTCS:  (a) each such order (or document) will be conclusively deemed to be governed by these Terms; (b) each such inconsistent or additional provision will be deemed stricken; and (c) no order submitted by the Customer will be deemed to be governed by any provision(s) other than that or those contained in these GTCS and the documents it refers to, when applicable, unless and until a written supplement is duly executed by both of the parties which adopts such provision(s).

At all times, Navico shall have the right to: (a) accept, reject or, if already accepted by Navico, cancel any one or more orders from Customer for any reason or no reason; (b) allocate any or all items of the Products in such manner as Navico deems advisable; and (c) in the event that Navico should determine that one or more special credit restrictions (as defined by Navico) apply, impose such payment terms as Navico deems appropriate prior to doing either or both of the following: (i) accepting any or all new orders from the Customer or (ii) filling or completing any or all pending orders (even if accepted) from the Customer.

  1. Price and Payment Terms

The pricing for Products and purchases made under these GTCS shall be set forth in the Navico Customer Portal and may be modified by Navico from time to time without prior notice to Customer. Such prices do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the Products or any other expenses unless otherwise agreed in writing between Customer and Navico. Navico will add taxes, duties and similar levies to the sales price where Navico is required or enabled by law to pay or collect them and these will be paid by Customer together with the price.

Navico shall invoice Customer for the Products and any other charges incurred by Navico for which Customer is responsible upon the delivery at, or shipping from Navico’s facility whichever occurs first.

Net payment of Navico’s invoices is due within thirty (30) days of date of invoice unless Navico and Customer agreed otherwise in writing. All payments shall be made to the designated Navico Entity bank account. In addition to any other rights and remedies available to Navico under applicable law, interest will accrue on all late payments at the rate of eighteen percent (18%) per annum or the maximum statutory rate, whichever is higher and to the extent permitted by applicable law, from the due date and until payment is made in full.

Customer shall maintain a satisfactory credit relationship with Navico and pay promptly so as to keep its account current at all times. If Customer fails to timely pay its account, Navico may suspend delivery of Products for unfulfilled, partially fulfilled or additional Customer orders.

  1. Delivery, Packing and Shipment

Title in the Products shall be transferred to the Customer upon receipt, by Navico, of payment for the full purchase price, inclusive of any related interest and/or expenses. 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-Users).

Customer must ensure that the Products remain identifiable as Navico’s Products. Navico shall be granted access to Customer’s facility Products purchased from Navico are stored upon Navico’s first request. In the event Customer fails to pay Navico’s invoices timely or gives Navico reasons to believe that it will not fulfil its payment obligations, Navico may request that Customer returns to Navico’s address the Products in which the title has not yet passed. Customer shall be liable for any and all costs arising from or in any way connected with such return. Risk of loss in the Products shall pass to Customer upon delivery in accordance with the applicable INCOTERM.

Unless otherwise agreed in writing, the applicable incoterm shall be EX Works at Navico Facility.

Delivery dates communicated or acknowledged by Navico are approximate only, and Navico shall not be in breach of its obligations to Customer, nor be liable to Customer for any delivery made within a reasonable time before or after the communicated delivery date. Navico shall use commercially reasonable efforts to meet the delivery dates provided that Customer provides all necessary order and delivery information sufficiently prior to such delivery date.

In case Navico fails to deliver the Products by the delivery date, Customer may give Navico a written notice of failure to deliver and thirty (30) days within which to cure. If Navico fails to deliver within such thirty (30) day period, Customer’s sole and exclusive remedy shall be to cancel the affected order, or portion of the order.

  1. Transshipping.
  1. Customer shall not Transship the Products, specifically; it shall not sell or transfer any of the Products to any person or entity for resale (except for the case of Customers acting as Authorised Distributors and selling to Authorised Resellers in the Territory). Customer shall not sell or offer for sale any Product bearing a trademark, copyright, patent, or name associated with Navico, which a Customer purchased or obtained from a source other than directly from Navico. Customer shall not obscure or alter in any fashion the serial number on any Product or its packaging.
  2. Liquidated Damages. For each occasion that Customer breaches the provisions of this Clause by engaging in the unauthorised sale of Products, in addition to all other remedies available to Navico under these terms and at law, Customer agrees, in country where it is legally permitted, to pay Navico, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Navico’s investigation and enforcement regarding the Customer’s unauthorised sales; or (ii), depending on the jurisdiction and legally acceptable trade practices either:
    1. Five times (5X) the MSRP or,
    2. Five times (5X) the recommended selling price

of the Product(s) per unit of Product.

  1. Geographic Sales Boundary
  1. Geographic sales Boundary. Customer may only sell and advertise for sale the Products within the Territory. Navico hereby expressly prohibits the Customer from soliciting or consummating sales outside the Territory.
  2. Liquidated Damages. For each occasion that Customer breaches the provisions of this Clause by engaging in the unauthorised sale of Products to any person or entity outside the Territory, in addition to all other remedies available to Navico under these terms and at law, Customer agrees, in country where it is legally permitted, to pay Navico, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Navico’s investigation and enforcement regarding the Customer’s unauthorised sales; or (ii), depending on the jurisdiction and legally acceptable trade practices either:
    1. Five times (5X) the MSRP or,
    2. Five times (5X) the recommended selling price

of the Product(s) per unit of Product.

The parties agree that these damages are not punitive, that Navico’s damages due to the breach of this Clause of these GTCS are difficult to quantify, and that these liquidated damages are a reasonable approximation of Navico’s damages in the event of a breach.

  1. Product Recall

In the event that any Product is found by Navico, the Customer, or any governmental agency or court having jurisdiction over such Product to contain a safety hazard or other defect or condition that requires or would make advisable a rework or recall of such Product, such party shall promptly communicate all relevant facts to the other party. Navico shall promptly undertake all corrective actions, including those required to meet all obligations imposed by laws, regulations, or orders, and shall file all necessary papers, corrective action programs, and other related documents required under applicable law or regulation; provided that Customer shall reasonably cooperate with and assist Navico in any such filing and corrective action, at Navico’s expense; and, provided further, that nothing in this Clause shall preclude Customer from taking such action as may be required of it under any applicable law or regulation or business purpose. Navico shall perform all necessary repairs or modifications to the Product at its sole expense. The parties recognise that it is possible that other Navico-manufactured products might contain the same safety hazard, defect, or other condition described in the preceding paragraph. Customer and Navico agree that any recall involving any Product purchased by Customer shall be treated separately and distinctly from similar results of Navico’s brand products, provided that such separate and distinct treatment is lawful and that Navico shall in no event fail to provide at least the same protection to Customer with regard to such Product as Navico provides to its other customers in connection with a recall of such Product or other Navico products. Each party shall consult the other prior to making any statements to the public or a governmental agency concerning issues relating to any product recall of a Product, except where such consultation would prevent timely notification required to be given under any such law or regulation.

  1. Confidentiality.

In connection with the business relationship contemplated by these GTCS, 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 (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 these GTCS 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 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.

  1. Law and Venue

These GTCS shall be deemed to have been entered into and fully performed in the state of Oklahoma and shall be governed by and interpreted under the laws of the state of Oklahoma, United States of America, without regard to conflicts of law provisions.  The Customer must bring any alleged claims against Navico arising under these GTCS within one (1) year of the claim arising or any such claim shall be waived.  Customer irrevocably consents to the jurisdiction and venue of the state and federal courts located in Tulsa, Oklahoma, United States of America and agrees that no action may be brought in any forum not located in Tulsa, Oklahoma. Customer irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.  The parties expressly disclaim application of the United Nations Convention on the International Sale of Goods.

  1. Representation and Warranties

No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to the date of any Order except as expressly stated in writing. Customer shall not rely on on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in these GTCS. The Customer and Navico hereby waive all rights or remedies, at law or in equity, arising or which may arise as a result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party occurring either prior or after the acceptance of any order governed by these GTCS.

  1. Remedies

Because the damages associated with any breach of these GTCS would be difficult, if not impossible to ascertain, Navico shall have the right: (a) to seek immediate injunctive relief (including but not limited to a temporary restraining order, preliminary and/or permanent injunctive relief) against Customer without having to provide notice to Customer and without the necessity of posting bond or other security and (b) to recover from the Customer in each judgment wholly or partially in favour of Navico the attorneys’ fees and litigation expenses of Navico, the court costs and damages as permitted by law, the costs of collection thereof and other relief as a court may award or order.   Navico’s right to injunctive relief shall be in addition to and not in lieu of its right to obtain any other damages.  Customer hereby waives its right to an injunction to allow it to continue marketing, advertising, offering for sale, and/or selling Products or to use the Licensed IP upon termination of the commercial relationship between Navico and the Customer for any reason.

  1. Limitation of Liability

EXCLUDING THIRD PARTY PRODUCT LIABILITY CLAIMS AND THIRD-PARTY INTELLECTUAL PROPERTY INDEMNIFICATION CLAIMS, NAVICO’S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER IN AGGREGATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING THE LIABILITY. IN NO EVENT SHALL NAVICO BE LIABLE TO CUSTOMER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, CONSEQUENTIAL, EXEMPLARY PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PRODUCTION, LOSS OF PROFITS OR SAVINGS, LOSS OF REVENUE, LOSS OF USE OF REVENUE, LOSS OF USE OF THE PRODUCTS, LOSS OF TIME, DAMAGE TO PROPERTY CAUSED BY THE PRODUCTS, INCONVENIENCE, AND OTHER CONSEQUENTIAL ECONOMIC LOSS EVEN IF NAVICO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE GTCS OR OF ANY OTHER CONTRACT, THIS PROVISION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF FAULT. NAVICO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO NAVICO PRODUCTS SOLD TO THE CUSTOMER, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Navico shall defend, indemnify and hold harmless Customer from and against any and all third-party claims and liabilities, arising out of or in connection with a claim that any Product, when used within the scope intended, infringes, violates or misappropriates a valid third-party patent or copyright existing on the date of the relevant Order. Navico shall have no obligation to the Customer or to any other party with respect to any action or claim of infringement based upon or arising out of the use of any Product, or any part thereof if the Product has been used: (i) in a manner for which it was not intended; (ii) in a modified form without the express written permission of Navico; (iii) in combination with any other system, equipment or devices not contemplated by the applicable model specifications; or (iv) if the Products have been refurbished. Customer shall not be entitled to indemnification by Navico for Product infringement unless Customer: (i) gives Navico prompt written notice of any action or threat of action, the ground for such action and all prior claims relating to any actual or threatened action; (ii) acknowledges in writing that Navico will have the sole control of the defense of the action and all negotiations for its settlement or compromise and (iii) fully and completely cooperates with Navico in all reasonable respects (and at Navico’s cost and expense) in its defense of the action and all negotiations for its settlement or compromise to third parties. The foregoing indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, component or other device furnished or supplied by Customer. If any Product, or any part thereof, supplied by Navico hereunder, becomes, or in Navico’s opinion is likely to become, the subject of a claim of infringement of an existing patent, trademark or copyright, Customer shall permit Navico, in Navico’s sole discretion and at Navico’s sole expense (i) to procure for Customer the right to continue using and selling the Product upon terms and conditions satisfactory to Navico and the third party claimant, or (ii) to replace or modify the Product so that it becomes non-infringing.

  1. Force Majeure

Neither Navico nor the Customer shall be held liable or in default for failure of performance for any cause beyond their reasonable control such as, for example, acts of God, declared or undeclared war, fire, flood, interruption of transportation, embargo, insurrections, accident, explosion, governmental orders, regulations, restrictions, priorities or rationing, pandemic, any industry-wide or general strike, lockout or other labour troubles interfering with the production or transportation of the Products or interference with the supply of raw materials for production of the Products. Strikes, lock-out and other labour troubles that are only related to the specific situation of the Customer and that could have been avoided by taking reasonable steps shall be considered as excluded from the scope of Force Majeure under this Clause. If the force majeure in question prevails for a continuous period in excess of three (3) months, either party shall be entitled to give notice in writing to the other party to terminate the commercial relationship or the relevant order, specifying the termination date, which must not be less than fifteen (15) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the commercial relationship or the relevant order shall terminate on the termination date set out in such notice.

  1. Termination

Without prejudice to any rights or remedies Navico may have under these GTCS or at law, Navico may immediately terminate any order or the commercial relationship at any time upon giving written notice to the Customer without any liability whatsoever, if:

  1. the Customer violates or breaches any of the provisions of these GTCS;
  2. the commencement of any voluntary or involuntary proceeding for bankruptcy, insolvency, dissolution or winding up by or against the Customer;
  3. the control or ownership of Buyer changes;
  4. Upon occurrence of a Force Majeure Event as set forth in Clause XIV.

Upon occurrence of any of the events referred to above, all payments to be made by Customer under orders submitted to Navico shall become immediately due and payable.

  1. Survivability.

The following shall survive the termination of the commercial relationship or any order between Navico and the Customer: (a) Clauses VI, VII, VIII, IX, X, XI, XII, XII, XVI, XVII, XVIII and XIX.

  1. Export Control and Sanctions 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. 428/2009, 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 to any individual ordinarily resident in, entity located or organised in, or government entity of any country or geographic region subject to comprehensive economic sanctions administered by OFAC or the European Union, which currently includes: Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region 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 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, Customer shall promptly provide to Navico all known information concerning the disposition of Products provided by Navico, 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.

Customer agrees that, if it should become aware of any behavior by its employees or its agents that violates—or is likely to violate—the Global Trade Control Laws, Customer will notify Navico immediately.  Customer further agrees that it will indemnify and hold harmless Navico from and against any claim, proceeding, action, fine, loss, cost or damages arising out of or relating to any non-compliance with the Global Trade Control Laws by Customer, its employees, or its agents, and Customer shall compensate Navico for all losses and expenses resulting thereof.

Upon request by Navico, Customer will certify in writing to compliance with the Global Trade Control Laws and clauses under this Clause and agrees to comply with additional reasonable compliance requests made by Navico.

  1. Compliance with Anti-Corruption and Anti-Bribery Requirements.

Customer shall comply with all potentially 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 Clause the United States Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act.  More specifically, 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 favourable treatment or for influencing official actions or decisions affecting orders submitted to Navico or any agreements with customers or any other special concessions.  Customer will indemnify and hold harmless Navico from any and all fines, damages, losses, costs and expenses (including reasonable attorneys’ fees) incurred as a result of the breach of this Clause by Customer, its agents or sub-buyers.

  1. Customer will provide Navico with the assurances and official documents that Navico may periodically request in order to verify Customer’s compliance with this Clause.
  2. Customer acknowledges and agrees that the requirements set forth above represent the policy of Navico and are of the essence of these GTCS and each order subject to these GTCS regardless of whether or not such requirements would be enforceable under applicable anti-corruption laws.
  3. Navico desires to ensure that Customer is in compliance with all potentially applicable anti-corruption laws and this Clause. As such, Customer agrees that it will design and implement adequate internal controls to ensure compliance with all potentially applicable anti-corruption laws and this Clause.  Customer will notify Navico immediately of any potential breach of law or this Clause.

Customer guarantees and warrants that it has not, in the past violated any potentially applicable anti-corruption law or the terms of this Clause.

  1. Compliance with Regulations against Modern Slavery and Human Trafficking

Customer shall take reasonable steps to ensure that slavery and human trafficking (as defined under the UK Modern Slavery Act of 2015, or any provision in equivalent legislation in another applicable jurisdiction) is not taking place either:

  • In of its supply chains; or
  • in any part of its own business.

Customer shall, at the Navico’s first request, provide Navico with a statement detailing the steps taken along with such other information as Navico may reasonably require.

  1. Headings; Interpretation

The headings appearing at the beginning of these GTCS are for convenience only and shall not be deemed to define, limit or construe the contents thereof.  Each party hereto acknowledges that it has had ample opportunity to review and comment on these GTCS.  These GTCS shall be read and interpreted according to its plain meaning and any ambiguity shall not be construed against either party.  These GTCS shall be deemed to reflect the mutual intent of the Parties. Wherever required by the context thereof, each pronoun used therein shall be deemed to include both the singular and the plural and to encompass each gender.  If any or all parts of these GTCS shall be held invalid, the remainder of these GTCS shall continue in full force and effect, and each such part shall be deemed not to be part of these GTCS.

  1. Integration

These GTCS, the Navico Master Program Book and the applicable Contractual Documentation made available to the Customer on the Navico Customer Portal any additional terms and conditions mutually agreed upon in writing by the parties and Navico’s written invoices, all as modified from time to time:  (a) constitute the entire understanding and agreement of the parties with respect to the subject matter thereof; (b) are intended to govern the relationship between the parties therefor; (c) supersede any and all agreements, understandings, representations or statements between the parties, to the exception of specific written agreements executed by both parties; and (d) except as otherwise provided herein, may be amended at any time and without prior notice by Navico.

  1. Amendment and Modifications

These GTCS, along with the Contractual Documentation (Including the Navico Customer Program Book) made available to the Customer on the Navico Customer Portal may be amended, waived, or modified by Navico at any time and without prior notice to the Customer. Except as otherwise set forth in this these GTCS, the GTCS and the applicable Contractual Documentation may only be amended, waived, or modified by a written instrument signed by an authorised officer of both parties stating specifically that it is an amendment, waiver, or modification.

  1. Non-Waiver

Except as otherwise expressly provided in these GTCS or as the parties otherwise may expressly agree in writing signed by both of the parties, no failure, refusal, neglect, delay, waiver, forbearance or omission by Navico to exercise any right(s) under these GTCS or to insist upon full compliance by the Customer with the Customer’s duties, obligations or restrictions thereunder shall constitute a novation or waiver of any provision(s) of thereof or otherwise thereafter limit the right of Navico to fully enforce any or all of the provisions and parts thereof.

  1. Notices

Except as otherwise provided herein, each notice described herein to either party (including without limitation to change a party’s principal address) must be in writing and shall be sent to the intended recipient, either, (i) by express courier service (with all fees paid) to such recipient’s registered office address, (ii) by facsimile, or (iii) by e-mail to the relevant commercial representative of either party, considered effective or received when actually received or refused by such recipient, provided that the sending party has written confirmation thereof and such refusal was not due to electronic or mechanical malfunction or failure.