MERCURY MARINE EFT (ACH) IMPLEMENTATION GUIDE (FINANCIAL EDI)

Transcription

1 MERCURY MARINE EFT (ACH) IMPLEMENTATION GUIDE (FINANCIAL EDI) The following guide is intended to facilitate the user in implementing Electronic Data Interchange transactions with Mercury Marine. Every effort has been made to verify that the information contained in this guide conforms to the accepted standards, is up-to-date and valid. Mercury Marine assumes no liability for, nor makes any warranty with respect to, the accuracy of the information in this guide or that its use will ensure error-free transmissions and transactions.

2 TABLE OF CONTENTS SECTION ONE: GENERAL INFORMATION INTRODUCTION... 3 What is EFT? AUTOMATED CLEARING HOUSE... 3 EDI (820) REMITTANCE ADVICE... 4 Value Added Bank Paper Check ELECTRONIC PAYMENT... 6 SETTLEMENT OF FUNDS... 6 CONTACTS... 7 ELECTRONIC FUNDS TRANSFER ENROLLMENT... 7 CHANGE OF BANKING INFORMATION... 7 SECTION TWO: TRANSACTIONS INTERCHANGE SPECIFICATIONS (ISA)... 8 FUNCTIONAL GROUP HEADER (GS) Payment Order/Remittance Advice Functional Acknowledgment APPENDIX A EFT AUTHORIZATION FORM APPENDIX B TERMS AND CONDITIONS FOR SUPPLIER EFT PAYMENTS Mercury Marine 2 Revised 10/19/2006

3 Section One: General Information INTRODUCTION Mercury Marine s strategy is to implement electronic commerce throughout the business. Electronic Funds Transfer is our preferred process for all suppliers receiving payments from Mercury Marine. It is our belief that electronic funds transfer (EFT) will significantly improve the efficiency of the payment and remittance processes. It is our hope that this document will clearly present Mercury Marine s EFT initiative. What is EFT? EFT or Financial EDI (Electronic Data Interchange) is often defined as the computer-tocomputer exchange of business transactions in a standard format. Like other modes of electronic communications, EDI allows you to send information over public or private communication links. The result? Delivery of business documents can take seconds instead of days, and documents are far less likely to get lost or damaged. Unlike other modes of electronic communication, EDI can enable your computer to process information it receives, thereby eliminating clerical tasks and possible keying errors. Mercury s electronic payment process offered to suppliers consists of the following: Funds transfer (money) via the National Automated Clearing House Association (NACHA) standards. This is sent to the bank designated by you. Remittance data via ANSI X12 Remittance Advice (820). This document can be sent to a Value Added Network (VAN) designated by you or to a bank (ACH) designated by you. This is dependent upon your needs and/or capabilities. If you or your bank is not capable to receive the Remittance Advice (820) by EDI, the remittance data can be sent by to a person designated by you. It is Mercury s hope these options can meet each supplier s needs. Automated Clearing House Electronic payment will flow through the National Clearing House (NACHA) funds transfer system. Two ACH transaction types have been implemented to provide a method for sending electronic payments that best meets your requirements and capabilities. Mercury Marine 3 Revised 10/19/2006

4 The Cash Concentrated Disbursements (CCD) transaction moves funds (money) with limited remittance data through the ACH. The Corporate Trade Exchange (CTX) moves funds (money) like the CCD, and uses up to 9999 addendum records to carry a complete (820) for remittance information. This method allows for the funds and remittance detail to move through the banking system. EDI (820) Remittance Advice If your company is EDI capable, payment remittance detail can be electronically transmitted using the ANSI X12 (820) Remittance Advice transaction set, Version to your electronic mail box in the Value Added Network (VAN) of your choice. The ANSI X12 mapping specifications for the (820) transactions are presented in SECTION TWO. The funds would be processed using a CCD transaction. The following is a basic diagram of funds to your bank and direct remittance to you: Value Added Bank If your company is not currently EDI capable, the use of the NACH (CTX) transaction will provide the payment remittance detail to your bank using the ANSI X12 (820) Remittance Advice transaction set, Version IT IS IMPORTANT THAT YOUR COMPANY MAKES ARRANGEMENTS WITH YOUR BANK FOR RECEIVING THE (820) REMITTANCE ADVICE TRANSACTION DETAIL. Providing your bank with a copy of the ANSI X12 (820) Remittance Advice mapping specifications presented in SECTION TWO will provide them the attributes and data elements that will be contained in the CTX transaction. Mercury Marine 4 Revised 10/19/2006

5 The following is a basic diagram of funds and remittance transmitted direct to your bank: Paper Check The current paper check process that your company receives from Mercury Marine contains both funds transfer and remittance detail related to the check value. The following provides a representation of a Mercury Marine payment via the paper check process. DATE: 09/25/00 CHECK NO MERCURY MARINE INVOICE NUMBER INVOICE AMOUNT DISCOUNT INVOICE NUMBER INVOICE AMOUNT DISCOUNT R 1, R 2, R 1, R 1, R 2, VENDOR NUMBER CHECK AMOUNT 10, North Perkins Road Stillwater, Oklahoma TEN THOUSAND ONE HUNDRED FIFTY SIX DOLLARS AND EIGHTY NINE CENTS DATE NUMBER AMOUNT September 25, $*******10, PAY TO THE ORDER OF SUPPLIER ABC 1234 STATE STREET HOMETOWN WI Mercury Marine 5 Revised 10/19/2006

6 Electronic Payment Documents sent via EDI can serve as input for a receiving company's application software because they are formatted according to domestic or international standards. These standards stipulate where certain information should be located. These standards also define which information is mandatory and which is optional. The following represents Mercury Marine paper check converted to an ANSI X12 (820) Payment Order transaction authorizing the ACH CTX payment. ISA*00* *00* *14* BCH *ZZ*NATIONSBANKT *001120*131 4*U*00401* *0*T*. GS*RA* BCH*NBGF01PCO* *1314*3*X* ST*820* BPR*C*5157.5*C*ACH*CTX*01* *DA* * **01* * DA*RECEIVER-ACCOUNT-NUMBER-* TRN*1* CUR*VN*USD. REF*BT* N1*PR*MERCURY MARINE DIV OF BRUNSWICK. PER*IC*AMY BROOKS. N1*PE*ABC SUPPLY COMPANY. ENT*1*SU*92* RMR*PK*PACK SLIP 01** REF*PE*014. DTM*050* IT1**936*PC*3.16**PO*P IT1**50*PC*3.16**PO*P RMR*PK*PACK SLIP 02** * REF*PE*014. DTM*050* IT1**100*LB*10.5**PO*P RMR*PK*PACK SLIP 03** REF*PE*015. DTM*050* IT1**1*PC* **PO*P SE*23* SETTLEMENT OF FUNDS Our objective in developing our electronic payment process is to be float neutral. The question is when do you receive the funds in your account? The long version of the answer is contained in Paragraph 4 of Appendix B. The short version (subject to conditions stated in Appendix B ) is that we assign an Effectivity Date (date funds are to be released to your account) based on the payment date plus four (4) business days. For an example, if your payment date is due on Monday, we send our Bank the authorizing transactions with an effectivity date of Friday (payment date plus four (4) business days). On Friday the funds will be credited to your account and available for your use. Mercury Marine 6 Revised 10/19/2006

7 CONTACTS Mercury Marine EDI Contact information: EDI Contact phone number: Monday - Friday 8:00am - 4:00pm CST ELECTRONIC FUNDS TRANSFER ENROLLMENT To become an EFT trading partner, we require that the Mercury Marine EFT Authorization Form be signed and returned before Mercury Marine will send or receive EFT related documents. Please make sure that your company has approved this agreement to expedite the EFT implementation process. The following steps will guide you through implementation of EFT from Mercury Marine to your company. *Note: Before proceeding further, Mercury advises communication between you and your bank to determine which remittance process best meets your needs. Step 1. Complete and sign the EFT Authorization Agreement as found in the Appendix and return to your Mercury Marine buyer. Step 2. Upon completion, we will migrate to a production status. Future communication will be as necessary. CHANGE OF BANKING INFORMATION Changes to banking information must be made 30 days in advance. This will insure uninterrupted payment and allow for any necessary confirmation of communication at the new address. In the event there needs to be an interruption of electronic payments, you will continue to receive timely payment via check. Mercury Marine 7 Revised 10/19/2006

8 Section Two: Transactions Interchange Specifications (ISA) Purpose: To start and identify an interchange of one or more functional groups and interchange-related control segments. Example: ISA*00* *00* *14* M *12* * *1403*U*00401* *0*P**$ (Please note: Example is for an outbound transaction from Mercury If it were incoming, the data in the ISA06 and ISA08 would be reversed) Length ISA01 authorization information qualifier 2 2 ISA02 authorization information ISA03 security information qualifier 2 2 ISA04 security information ISA05 interchange ID qualifier 2 2 ISA06 interchange sender ID ISA07 interchange ID qualifier 2 2 ISA08 interchange receiver ID ISA09 interchange date 8 8 ISA10 interchange time 4 4 ISA11 interchange control standards identifier 1 1 ISA12 interchange control version number 5 5 ISA13 interchange control number 9 9 ISA14 acknowledgment requested 1 1 ISA15 test indicator 1 1 T for test data P for production data ISA16 subelement separator 1 1 ** All times are Central Time zone. ** In the future, we plan to upgrade to new releases when and if justified by us or our trading partners. Trading partners will be given advance notice of our intentions and sufficient time to upgrade to the new version. Mercury Marine 8 Revised 10/19/2006

9 Functional Group Header (GS) Purpose: To indicate the beginning of a functional group and to provide control information. Example: GS*RA* M*MM12345* *0430*75*X*004010$ (Please note: Example is for an outbound transaction from Mercury If it were incoming, the data in the GS02 and GS03 would be reversed) Length GS01 functional ID code 2 2 RA for 820 AK for 997 Varies by functional group to which transaction belongs GS02 application sender's code 2 12 GS03 application receiver's code 2 12 GS04 group date 8 8 GS05 group time 4 4 GS06 group control number 1 9 sequential number by functional ID code and trading partner GS07 responsible agency code - always X 1 2 GS08 transaction version - always Mercury Marine 9 Revised 10/19/2006

10 820 Payment Order/Remittance Advice Functional Group: RA Purpose: This transaction set can be an order to a financial institution to make a payment to a payee. It can also be a remittance advice identifying the detail needed to perform cash application to the payee s accounts receivable system Segment Usage Segment Segment Man. Max. Mercury Indicator Description /Opt. Use Usage Header ST transaction set header M 1 must use BPR beginning segment for payment order/remittance advice M 1 must use TRN trace O 1 mandatory CUR currency O 1 mandatory REF reference numbers O >1 mandatory N1 name (Mercury will always use twice) O 1 mandatory PER administrative communications contact O >1 optional Detail ENT entity O 1 optional RMR remittance advice accts receivable open item reference O 1 optional REF reference O 1 optional DTM date/time reference O >1 optional IT1 baseline item data O >1 optional Summary SE transaction set trailer M 1 must use ***The following minimums and maximums are Mercury Marine specific. ANSI x12 standards are maintained; however, Mercury s maximums may be less than the standard. Mercury Marine 10 Revised 10/19/2006

11 Header ST - Transaction Set (Header Area) Purpose: to indicate the start of a transaction set and to assign a control number Example: ST*820* Length ST01 transaction set ID code - always ST02 transaction set control number 4 9 BPR - Beginning Segment for Payment Order/Remit Advice Purpose: to indicate the beginning of a payment order/remittance advice transaction set and total payment amount or (2) to enable related transfer of fund and/or information from payer to payee to occur Example: BPR*C*5157.5*C*ACH*CTX*01* *DA* * * 01*PAYEE ABA*DA*PAYEE ACCT NO* Length BPR01 transaction handling code C - payment accompanies remittance advice D - make payment only P - prenotification of future transfers BPR02 monetary amount 1 15 BPR03 credit/debit flag code 1 1 BPR04 payment method code - always ACH 3 3 BPR05 payment format code 1 10 CCD - cash only CTX - cash and remittance BPR06 ID number qualifier - always 01 (ABA transit routing) 2 2 BPR07 (DFI) identification number 3 12 BPR08 account number qualifier 1 3 DA - demand account SG - savings BPR09 account number - originating 1 35 BPR10 originating company identifier BPR11 originating company supplemental code 9 9 BPR12 ID number qualifier - always 01 (ABA transit routing) 2 2 BPR13 (DFI) identification number 3 12 BPR14 account number qualifier 1 3 BPR15 account number 1 35 BPR16 date 8 8 Mercury Marine 11 Revised 10/19/2006

12 TRN - Trace Purpose: to uniquely identify a transaction to an application Example: TRN*1* Length TRN01 trace type code - always 1 (current transaction trace numbers) 1 2 TRN02 reference number 1 30 CUR - Currency Purpose: to specify the currency used in a transaction Example: CUR*VN*USD. Length CUR01 entity identity code 2 3 CUR02 currency code 3 3 REF - Reference Numbers Purpose: to specify identifying numbers Example: REF*BT* Length REF01 reference number qualifier - always BT (batch number) 2 2 REF02 reference number 1 30 N1 - Name Purpose: to identify a party by type of organization Example: N1*PR*MERCURY MARINE. N1*PE*SUPPLIER NAME. Length N101 entity identifier code 2 2 PR - payer PE - payee N102 name 1 35 Mercury Marine 12 Revised 10/19/2006

13 PER - Administrative Communications Contact Purpose: to identify a person or office to whom administrative communications should be directed Example: PER*IC*AMY BROOKS. Length PER01 contact function code - always IC (information contact) 2 2 PER02 name 1 60 Detail ENT - Entity Purpose: to designate the entities which are parties to a transaction and specify a reference meaningful to those entities Example: ENT*1*SU*92* Length ENT01 assigned number 1 6 ENT02 entity identifier code - always SU (supplier/manufacturer) 2 2 ENT03 identification code qualifier - always 92 (assigned by buyer) 1 2 ENT04 identification code - always Mercury supplier number 2 5 RMR - Remit Advice Accts Receivable Open Item Reference Purpose: to specify the accounts receivable open item(s) to be included in the cash application and to convey the appropriate detail Example: RMR*PK*PACK SLIP 03** Length RMR01 reference number qualifier 2 2 IV (seller s invoice number) PK (packing list number) RMR02 reference number 1 30 RMR03 payment action code not used RMR04 monetary amount - net amount being paid 1 15 RMR05 monetary amount - discount amount taken 1 15 Mercury Marine 13 Revised 10/19/2006

14 REF - Reference Numbers Purpose: to specify identifying numbers Example: REF*PE*015. Length REF01 reference number qualifier 2 2 REF02 reference number 1 30 DTM - Date/Time Reference Purpose: to specify pertinent dates and times Example: DTM*050* Length DTM01 date/time qualifier - always 050 (received) 3 3 DTM02 date 8 8 IT1 - Baseline Item Data (Invoice) Purpose: to specify the basic and most frequently used line item data for the invoice and related transactions Example: IT1**1*PC* **PO*P Length IT101 assigned identification not used IT102 quantity invoiced 1 10 IT103 unit of measure code 2 2 IT104 unit price 1 14 IT105 basis of unit price code not used IT106 product/service ID qualifier - always PO (purchase order) 2 2 IT107 product/service ID 1 7 Summary SE - TRANSACTION SET TRAILER Purpose: to indicate the end of the transaction set and provide the count of the transmitted segments including the beginning and ending SE segments. Example: SE*23* Length SE01 number of included segments 1 6 SE02 transaction set control number (same as corresponding ST02) 4 9 Mercury Marine 14 Revised 10/19/2006

15 Raw Data for EDI 820 Payment Order/Remittance Advice ISA*00* *00* *14* BCH *ZZ*NATIONSBANKT *001120*131 4*U*00401* *0*T*. GS*RA* BCH*NBGF01PCO* *1314*3*X* ST*820* BPR*C*5157.5*C*ACH*CTX*01* *DA* * **01* * DA*RECEIVER-ACCOUNT-NUMBER-* TRN*1* CUR*VN*USD. REF*BT* N1*PR*MERCURY MARINE DIV OF BRUNSWICK. PER*IC*AMY BROOKS. N1*PE*ABC SUPPLY COMPANY. ENT*1*SU*92* RMR*PK*PACK SLIP 01** REF*PE*014. DTM*050* IT1**936*PC*3.16**PO*P IT1**50*PC*3.16**PO*P RMR*PK*PACK SLIP 02** * REF*PE*014. DTM*050* IT1**100*LB*10.5**PO*P RMR*PK*PACK SLIP 03** REF*PE*015. DTM*050* IT1**1*PC* **PO*P SE*23* Mercury Marine 15 Revised 10/19/2006

16 997 Functional Acknowledgment The Functional Acknowledgment transaction provides a positive response that informs the sender if the contents of the transmission were correct syntactically, according to the ANSI X12 standard. The transaction does not acknowledge that any application data is correct. Trading partners must closely monitor the receipt of 997's, because if problems are caught early, data can be resent. MERCURY MARINE Functional Acknowledgment Transaction Set Structure Segment Segment Mandatory Max. Indicator Description /Optional Use ST transaction set header M 1 AK1 functional group response header M 1 AK2 transaction set response header O 1 AK5 transaction set response trailer M 1 AK9 functional group response trailer M 1 SE transaction set trailer M 1 **Same minimum and maximum rules apply on this transaction. Mercury Marine 16 Revised 10/19/2006

17 ST - Transaction Set Header Purpose: to indicate the start of a transaction set and to assign a control number. Example: ST*997*0001 Length ST01 transaction set ID code - always ST02 transaction set control number 4 9 AK1 - Functional Group Response Header Purpose: to start acknowledgment of a functional group. Example: AK1*PS*37 Length AK101 functional identifier code 2 2 PS for acknowledgment of 830 Planning Schedule PO for acknowledgment of 850 Purchase Order AK102 group control number 1 9 group control number of transaction being responded to. AK2 - Transaction Set Response Header Purpose: to start acknowledgment of a single transaction set. Example: AK2*830* Length AK201 transaction set identifier code for acknowledgment of 830 Planning Schedule 850 for acknowledgment of 850 Purchase Order AK202 transaction set control number 4 9 transaction set control number of transaction being responded to. AK5 - Transaction Set Response Trailer Purpose: To acknowledge acceptance or rejection and to report errors in a transaction set. Example: AK5*A Length AK501 transaction set acknowledgment code 1 1 any valid ANSI X12 code is acceptable. Mercury Marine 17 Revised 10/19/2006

18 AK9 - Functional Group Response Trailer Purpose: To acknowledge acceptance or rejection of a functional group and report the number of included transaction sets from the original trailer, the accepted sets, and the received sets in this functional group. Example: AK9*A*1*1*1. Length AK901 functional group acknowledge code 1 1 any valid ANSI X12 code is acceptable. AK902 number of transaction sets included 1 6 total number of transaction sets included in the functional group by the trailer containing this data element. AK903 number of received transaction sets 1 6 number of transaction sets received. AK904 number of accepted transaction sets 1 6 number of accepted transaction sets in a functional group. SE - Transaction Set Trailer Purpose: to indicate the end of the transaction set and provide the count of the transmitted segments including the beginning and ending SE segments. Example: SE*6*0060 Length SE01 number of included segments 1 6 SE02 transaction set control number (same as corresponding ST02) 4 9 Mercury Marine 18 Revised 10/19/2006

19 Sample of EDI Data From Inbound Functional Acknowledgement (997) (from Supplier to Mercury Marine) GS*FA*MM99999* M* *1915*35*X* ST*997*0060. AK1*PS*37. AK2*830* AK5*A. AK9*A*2*2*2. SE*6*0060. GE*1*35. GS*FA*MM99999* M* *0230*1043*X* ST*997* AK1*PS*47. AK2*830* AK5*A. AK9*A*1*1*1. SE*6* GE*1*1043. Mercury Marine 19 Revised 10/19/2006

20 Appendix A EFT Authorization Form This appendix contains the Mercury Marine EFT Authorization Form for supplier EFT payments. This form is necessary for enrollment in the program and contains pertinent banking and contact information. Mercury Marine 20 Revised 10/19/2006

21 EFT (ACH) Authorization Form Mercury Marine buys goods and/or services from Company: Company Name: Address: City, State, Zip Mercury assigned supplier number: Company directs Mercury Marine to make payments for such goods and/or services by Electronic Funds Transfer (EFT) through the National Automated Clearing House (NACHA) system in accordance with the following information. DEPOSITORY INFORMATION Depository Institution: Address: City, State, Zip: Depository Institution Contact: Telephone: Fax: Bank Transit Routing Number: Account Number: Account Name: NACHA Payment Format CTX (Funds and remittance to your Bank) CCD (Funds to your Bank EDI remittance to you) CCD (Funds to your Bank remittance to you) Mercury Marine 21 Revised 10/19/2006

22 COMPANY EDI TRANSMISSION SPECIFICATIONS Company will provide EDI Transmission specifications if Remittance Advice (820) is sent direct by EDI to Company. Application Contact: Telephone: Network Technical Contact: Telephone: Value Added network: Partner Interchange Qualifier: ID: Group ID: Authorizing Person: Name: Title: COMPANY IMPLEMENTATION CONTACT Application Contact: Telephone: Technical Contact: Telephone: MERCURY MARINE EDI SPECIFICATIONS Mercury Marine EDI Contact: Value Added Network: IBM/Advantis Partner Interchange Qualifier ID: 14 Rec ID: M Acct ID: MM12 User ID: MM12EDI Mercury Marine 22 Revised 10/19/2006

23 TRANSACTION TERMS The standard Mercury Marine Terms and Conditions for Supplier EFT Payments will govern EFT payments; a copy of which is provided as Appendix B. By: Title: Date: (Company name) (Signature) Complete and sign this form and send to your Mercury Marine Buyer. Mercury requires this form be completed and signed before EFT related funds and documents are sent. Mercury Marine 23 Revised 10/19/2006

24 APPENDIX B Terms and Conditions for Supplier EFT Payments This appendix contains the Mercury Marine Terms and Conditions for Supplier EFT Payments. It deals essentially with the funds transfer portion of our electronic payment process. These terms and conditions will be standard for all suppliers subscribing to our electronic payments. Mercury Marine 24 Revised 10/19/2006

25 TERMS AND CONDITIONS FOR SUPPLIER EFT PAYMENTS 1. Definitions. Terms used herein but not otherwise defined shall have the same meanings as provided in Uniform Commercial Code Article 4A as enacted in the State of Wisconsin (hereinafter "UCC4A"). "Authorizing Agreement" means the document from Supplier, which identifies the Supplier's bank to which payment may be made by credit. "Business Agreement" means the contractual relationship(s) between Mercury Marine and Supplier giving rise to an obligation of Mercury Marine to pay Supplier. "Payment Obligation" means an obligation of Mercury Marine to pay money to Supplier pursuant to a Business Agreement. The parties agree that performance under these terms and conditions, and interpretation thereof, shall be in accordance with the laws, other than choice of law rules, of the State of Wisconsin. The parties agree to be bound by UCC4A and the Operating Rules and Operating Guidelines of the National Automated Clearing House Association (the "NACHA Operating Rules"). 2. Authorization. Supplier authorizes Mercury Marine to satisfy its Payment Obligations by initiating funds transfers that result in payment to Supplier by credit to Supplier's bank account identified in the Authorizing Agreement or by check. Neither party shall initiate a transaction in connection with a Payment Obligation for the purpose of debiting a bank account of the other party. 3. Payment. Mercury Marine shall instruct its bank to process funds transferred hereunder using the Automated Clearing House funds transfer system in accordance with the NACHA Operating Rules and UCC4A. Supplier acknowledges that its receipt of remittance information communicated separately from the funds transfer to which the remittance information relates will not constitute a warranty by Mercury Marine that the funds transfer has been timely initiated or that any resulting payment order will be accepted by Supplier's bank on any date specified therein. 4. Timing of Payments. A payment from Mercury Marine to Supplier shall be considered timely in accordance with the applicable Business Agreement if the corresponding funds transfer is initiated on the payment due date (or, if not a business day, the next business day). Funds transfer is normally completed no later than four (4) business days after being initiated. Mercury Marine shall not be in breach of these terms and conditions or the applicable Business Agreement, or suffer any loss of discount or other penalty, with respect to a funds transfer that was initiated properly and timely by Mercury Marine to the extent its completion is delayed because of failure or delay by the funds transfer system, the operation of a funds transfer system rule which could not be anticipated by Mercury Marine, or rejections by the Supplier's bank. 5. Discharge: Credit to Mercury Marine. Upon acceptance of Supplier's bank of a payment order issued in connection with a funds transfer authorized by Paragraph 2, the corresponding Payment Obligation of Mercury Marine shall be discharged to the same extent as if such payment has been received in cash. 6. Breach of Business Agreement(s). Except as otherwise specifically provided herein, these terms and conditions neither enlarge nor diminish the respective rights and obligations of the parties under any Business Agreement, and the liability of a party for breach of a Business Agreement shall be determined by the provisions of that agreement and applicable law. Neither party shall be liable to the other for the acts or omissions of any funds transfer system operator, or for the acts or omissions of any bank or other third party not selected by such party. Neither party shall be liable to the other under these terms and conditions for any special, incidental or consequential damages, even if such party has been advised of the possibility of such damages. 7. Costs. Each party shall bear the respective fees and other charges assessed by its designated banks. 8. Change of Designations. Either party may change its designation of an account or bank by written notice to the other party. Any such change shall be effective thirty (30) days after notice of such change from the party entitled to make the original designation is received by the other party or such earlier time as the party receiving notice may state in writing. Mercury Marine 25 Revised 10/19/2006

26 9. Termination of Agreement. Either party may terminate the authorization in Paragraph 2 at any time upon thirty (30) days notice to the other. Notwithstanding such termination, these terms and conditions shall remain in effect as to all funds transfers that have been initiated by Mercury Marine and not canceled prior to such termination. 10. Notice. Unless otherwise specified herein, any notice required or permitted under these terms and conditions shall be communicated in the manner specified in the Authorizing Agreement. Either party may from time to time designate a different notice address by notifying the other party in writing. 11. Waiver. No provisions of these terms and conditions or any breach thereof shall be deemed waived unless such waiver is in writing and signed/communicated by the party claimed to have waived such provision or breach. No waiver of a breach shall constitute a waiver of or excuse any difference or subsequent breach. 12. Assignment. These terms and conditions are binding upon and inure to the benefit of the parties' hereto and their respective successors and assignees. However, neither party may assign any of its rights or delegate any of its obligations under these terms and conditions except in conjunction with an assignment permitted under the terms of the Business Agreements. 13. Conflicts: Rules. In the event of any inconsistency between these terms and conditions and another agreement between the parties addressing the subject matter described by these terms and conditions, these terms and conditions shall control. These terms and conditions supersede any remittance instructions contained in an invoice from Supplier. These terms and conditions constitute the entire agreement of the parties relating to the matters specified herein and supersede all prior communications and agreements with respect to such matters. Mercury Marine 26 Revised 10/19/2006