§ 812. Termination or renewal of agreement. 1. Termination for cause.
A manufacturer or distributor may terminate an agreement with a dealer
for cause upon not less than fifteen days written notice sent by
certified mail or statutory overnight delivery, return receipt
requested, to the dealer stating the specific grounds for such
termination, only upon the occurrence of the following:

(a) the conviction of the dealer, or one of its principal owners, of a
felony or a crime punishable by a term of imprisonment which
substantially adversely affects the business of the manufacturer or
distributor;

(b) the failure of the dealer to conduct its customary sales and
service operations during the regularly open business period, as defined
by such dealer, for a continuous period of seven days, except when any
such failure is the result of an act of God or circumstances beyond the
direct control of the dealer;

(c) upon the suspension or revocation of the vessel dealer's
registration, pursuant to section twenty-two hundred fifty-seven-a of
the vehicle and traffic law, for more than thirty days;

(d) the insolvency of the dealer, or filing of any petition by or
against the dealer under any bankruptcy or receivership law;

(e) unauthorized sales of products defined in the dealer agreement;

(f) failure by the dealer to pay to the manufacturer or dealer for
products purchased pursuant to the dealer agreement;

(g) the dealer has made a material misrepresentation in applying for
or acting under the contractual agreement; or

(h) the dealer has engaged in fraud or unfair business practices.

If a dealer is terminated for cause pursuant to this subdivision, such
dealer shall pay reasonable freight costs and the cost of an independent
marine surveyor, for the purpose of valuation of inventory, if the
manufacturer elects to repurchase such dealer's inventory.

2. Termination or non-renewal without cause. Whenever a dealer enters
into a dealer agreement with a manufacturer or distributor wherein the
dealer agrees to maintain an inventory of vessels or parts therefor, the
manufacturer or distributor shall not, except as provided in subdivision
one of this section, terminate, cancel or non-renew such dealer
agreement until ninety days after written notice stating the specific
grounds of such intention to terminate has been sent by certified mail
or statutory overnight delivery, return receipt requested, to the
dealer.

3. If a manufacturer or distributor terminates a dealer agreement as a
result of any action, except as otherwise provided in subdivision one of
this section, the manufacturer or distributor shall repurchase the
inventory as provided in section eight hundred eleven of this article.
The dealer may keep the inventory if it desires, and the manufacturer
agrees in writing. If the dealer has any outstanding debts to the
manufacturer or distributor, then the repurchase amount may be adjusted
by the manufacturer to take into account such unpaid debts.

4. After written notice by the dealer to the manufacturer by
registered or certified mail or statutory overnight delivery, return
receipt requested, within thirty days of the termination of the dealer
agreement, the manufacturer or distributor shall repurchase that
inventory previously purchased from the manufacturer or distributor as
provided in section eight hundred eleven of this article, except as
otherwise provided in subdivision one of this section.

5. Upon payment within a reasonable time of the repurchase amount to
the dealer, the title, if any, and the right of possession to the
repurchased inventory shall transfer to the manufacturer or distributor.

6. A dealer agreement shall not be assigned or transferred by the
dealer without prior written consent of the manufacturer or distributor.
Any assignment of such an agreement without such consent, any change in
the majority ownership of capital stock of the dealer or any other
change in the majority ownership of a partnership shall immediately
terminate the agreement except as follows:

(a) the manufacturer shall not refuse to transfer a dealer agreement
to any immediate family member succeeding to the agreement of a deceased
or incapacitated dealer if each of the following applies:

(i) the immediate family member successor provides the manufacturer
with written notice within sixty days after the dealer's death or
incapacity of the intent to succeed to the agreement,

(ii) the immediate family member successor agrees to be bound by all
terms and conditions of existing agreements,

(iii) the immediate family member successor is entitled to inherit the
deceased or incapacitated dealer's agreement pursuant to an agreement or
a written request filed by the dealer with the manufacturer prior to the
death or incapacity of the dealer, and

(iv) the immediate family member successor has demonstrated experience
in the marine industry.

(b) manufacturers and distributors shall not refuse a transfer, sale
or exchange of a dealer agreement between a dealer and another person if
the person meets all the requirements in the existing dealer agreement,
as well as all reasonable requirements and prerequisites the
manufacturer or distributor utilizes when selecting new dealers for its
products at the time of the transfer, including financial and business
requirements, and agrees to be bound by all terms and conditions of the
agreement and the dealer applies in writing to the manufacturer or
distributor for such transfer not less than sixty days prior to the sale
or transfer of the dealership. The failure to comply with the
requirements of the manufacturer or distributor within sixty days after
the manufacturer or distributor receives an application for sale or
transfer of a dealership shall be grounds for denial of such
application.

7. A dealer shall not terminate, cancel or non-renew a dealer
agreement with a manufacturer, until it has provided such manufacturer
with written notice thereof not less than ninety days prior to such
termination, cancellation or non-renewal.