Common use of Electronic Data Interchange Clause in Contracts

Electronic Data Interchange. 9.1 Each Party may electronically transmit to or receive from the other Party any transaction set listed in the materials referenced in Appendix A. All EDI transactions shall be transmitted in accordance with the terms of the Electronic Data Interchange provisions of this Agreement and the standards set forth in Appendix A. 9.2 EDI Transactions will be transmitted electronically to each Party, and the terms and conditions listed in Appendix A, either directly or through any third party service provider (“Provider”) with which either Party may contract. For purposes of this Agreement, a “third party service provider” includes, but is not limited to, VANS, clearinghouses, and any key token security provider. Either Party may modify its election to use, not use, or change a Provider upon thirty (30) days prior written notice. A Level 2 connectivity test, as described in the Ohio EDI Implementation Guidelines, must be completed at least ten (10) Business Days in advance of the change to a new Provider. The applicable third party service Providers for the Company and the CRES Provider shall be listed in Appendix A. 9.2.1 Each Party shall be responsible for the costs and performance of any Provider with which it contracts. 9.2.2 Each Party shall be liable for the acts or omissions of its Provider while transmitting, receiving, storing, or handling EDI transactions, or performing related activities for such Party; provided that, if both Parties use the same Provider to effect the transmission and receipt of an EDI transaction, the originating Party shall be liable for the acts or omissions of such Provider as to such EDI transaction. 9.3 Each Party, at its own expense, shall provide and maintain the equipment, software, services and testing necessary to effectively and reliably transmit and receive EDI transactions. 9.4 Each Party shall properly use those security procedures, including those set forth in Appendix A, which are reasonably sufficient to ensure that all transmissions of EDI transactions are authorized and to protect its business records and data from improper access. 9.5 Each Party shall adopt as its signature, electronic identification consisting of symbol(s) or code(s) that are to be affixed to or contained in each EDI transaction or EDI transaction envelope transmitted by such Party (“Signatures”). Each Party agrees that any Signature of such Party affixed to or contained in any transmitted EDI transaction shall be sufficient to verify that such Party originated such EDI transaction. Neither Party shall disclose to any unauthorized person the Signatures of the other Party. 9.6 Level 2 testing certifications, as detailed in the Ohio Electric Implementation Guidelines, along with any added Company requirements, are prerequisites to Electronic Transactions. The Company reserves the right to add requirements as it deems necessary. The Company may require additional testing in response to a change in the system environments including, but not limited to: installation of a new application system, installation of a new EDI translator or implementation of a new EDI version. Additional testing shall adhere to the testing procedures as determined by the Company. 9.7 EDI transactions shall not be deemed to have been properly received, and no EDI transaction shall give rise to any obligation, until accessible to the receiving Party at such Party’s electronic mailbox designated in Appendix A. 9.8 Upon proper receipt of any EDI transaction, the receiving Party shall promptly and properly transmit a functional acknowledgment in return. A functional acknowledgement shall constitute conclusive evidence that an EDI transaction has been properly received. 9.9 If acceptance of an EDI transaction is required, any such EDI transaction which has been properly received shall not give rise to any obligation unless and until the Party initially transmitting such EDI transaction has properly received in return the agreed acceptance EDI transaction. 9.10 If any properly transmitted EDI transaction is received in an unintelligible or garbled form, the receiving Party shall promptly notify the originating Party (if identifiable from the received EDI transaction) in a reasonable manner. In the absence of such a notice, the originating Party’s records of the contents of such EDI transaction shall control, unless the identity of the originating Party cannot be determined from the received EDI transaction. 9.11 EDI transactions and communications related to Electronic Transactions under this Agreement shall maintain the same degree of confidentiality, as they would have in the form of paper records. 9.12 Any EDI transaction properly transmitted pursuant to this Agreement shall be considered, in connection with any EDI transaction, to be a “writing” or “in writing”; and any such EDI transaction when containing, or to which there is affixed, a Signature (“Signed Document”) shall be deemed for all purposes (a) to have been “signed” and (b) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 9.13 The conduct of the Parties pursuant to this Agreement, including the use of Signed Documents properly transmitted pursuant to the Agreement, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the Parties in furtherance of this Agreement. 9.14 The Parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form. 9.15 Each Party agrees to maintain either a paper copy or the electronic data required to create a paper copy of each Electronic Transaction which it initiates during the term of this Agreement and for at least two (2) years thereafter. 9.16 Upon the reasonable request of either Party, the other Party shall make all of its Electronic Transactions relating to the performance of this Agreement available to the requesting Party for inspection during the term of this Agreement and for two (2) years thereafter. 9.17 In the event that the Party to whom a request is made fails to maintain an appropriate record of any Electronic Transaction or fails to make such record available to the requesting Party upon reasonable request therefore, the requesting Party’s record, if any, of such Electronic Transaction shall be conclusive in any dispute regarding such Electronic Transaction.

Appears in 6 contracts

Samples: Competitive Retail Electric Service Provider Agreement, Competitive Retail Electric Service Provider Agreement, Competitive Retail Electric Service Provider Agreement

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Electronic Data Interchange. 9.1 12.1 Each Party party may electronically transmit to or receive from the other Party any transaction set party certain specified EDI transactions as listed in Section 12.7 below, as the materials referenced same may be modified from time to time, that are compliant with ANSI X12 Standards. A party receiving EDI transactions not in Appendix A. All conformance with ANSI X12 Standards and/or the listing of EDI transactions set forth in Section 12.7 below shall promptly notify the sending part of the nonconformance. A party may rely on the information contained in an EDI transaction to the same extent as if such information had been transmitted on paper. By separate arrangement, the parties may also conduct other EDI transactions. An EDI transaction is the specific message format exchanged between originator and recipient, usually an electronic message sequence that relates to a specific type of business document. See Section 12.7 below for a nonexclusive list of related documents. 12.2 EDI transactions shall be transmitted in accordance with the terms one of the Electronic Data Interchange provisions of this Agreement and the standards set forth in Appendix A.two following manners: 9.2 EDI Transactions will be transmitted electronically (a) Electronically to each Party, and the terms and conditions listed in Appendix A, a party either directly or through any third third-party service provider (“Provider”) with which either Party party may contract. For purposes of this Agreement, a “third party service provider” includes, but is not limited to, VANS, clearinghouses, and any key token security providercontract on its own behalf. Either Party party may modify its election to use, not use, use or change a its Provider upon thirty (30) days 30 days’ prior written noticenotice to the other party. A Level 2 connectivity test, as described in the Ohio EDI Implementation Guidelines, must be completed at least ten (10) Business Days in advance of the change to a new Provider. The applicable third Each party service Providers for the Company and the CRES Provider shall be listed in Appendix A. 9.2.1 Each Party shall be responsible for the costs and performance of any Provider with which it contracts. 9.2.2 . Each Party party shall be liable for the acts or omissions of its Provider while transmitting, receiving, storing, or handling EDI transactionsdocuments, or performing related activities activities, for such Partyparty; provided thatprovided, that if both Parties parties use the same Provider to effect the transmission and receipt of an EDI transaction, the originating Party party shall be liable for the acts or omissions of such the Provider as to such EDI transaction. 9.3 (b) Via EDI Web via an White Cap-approved business partner, open text Value Added Network Provider (VAN). Should Supplier elect this option, Supplier shall pay to White Cap a one-time fee of $500. 12.3 Each Partyparty, at its own expense, shall be responsible for and/or provide and maintain the equipment, software, services services, and testing necessary to effectively and reliably transmit and receive EDI transactions. A party shall not be liable or responsible for any damages, losses, claims, or injury suffered or incurred by the other party resulting from any failure, malfunction, or inadequacy of such other party’s equipment, software, services, or testing. Each party shall utilize due diligence in repairing, replacing, or otherwise returning to good working order its equipment, software, or other system components that are necessary to effectively and reliably transmit and receive EDI transactions. Each party shall notify the other as soon as practicable when it is unable to receive or transmit EDI transactions and when its ability to resume EDI transactions is restored. In the event that either party is unable to transmit and/or receive EDI transactions effectively or such condition is expected to persist beyond two business days, the party shall within two business days establish an alternative method of communicating the information that would have been contained in EDI transactions. A party that intends to change parts of its information system in a manner that can be expected to affect the interchange of EDI transactions shall inform the other party in sufficient time so that the parties can jointly conduct required tests to ensure that interchange of EDI transactions can take place in the agreed manner after the change. 9.4 12.4 Each Party party shall properly use those security procedures, including those set forth in Appendix A, which procedures that are reasonably sufficient to ensure that all transmissions of EDI transactions are authorized and to protect its business records and data from improper unauthorized access, alteration, delay, destruction, or loss. Security procedures and measures include the verification of the origin, the verification of the integrity, the non-repudiation of origin and receipt, and the confidentiality of EDI transactions. Security procedures and measures for the verification of origin and the verification of integrity in order to identify the sender of any EDI transactions and to ascertain that any EDI transaction is complete and has not been corrupted are mandatory. 9.5 12.5 Each Party party shall adopt as its signatureuse reasonable efforts to ensure that EDI transactions are free of, electronic identification consisting but not limited to, the following, computer viruses or other computer software code or routine designed to disable, damage, impair or electronically repossess or erase programs or data files that can cause damage to a party’s computer systems and/or operations. Either party will promptly notify the other if such destructive logic is detected in EDI transactions that it transmits or receives. 12.6 A complete and chronological record of symbol(s) or code(s) that are to be affixed to or contained in each all EDI transaction or EDI transaction envelope transmitted transactions exchanged by such Party (“Signatures”). Each Party agrees that any Signature of such Party affixed to or contained in any transmitted EDI transaction the parties and the transmission log files shall be sufficient to verify that such Party originated such EDI transactionstored by each party, unaltered and securely. Neither Party shall disclose to any unauthorized person In the Signatures event of the other Party. 9.6 Level 2 testing certificationsdisputes or errors, as detailed in the Ohio Electric Implementation Guidelines, along with any added Company requirements, are prerequisites to Electronic Transactions. The Company reserves a party has the right to add obtain an excerpt from the other party’s log regarding joint EDI transactions. The excerpt shall be provided in a form that is readable for the recipient and without cost to the recipient. The parties agree to maintain adequate back-up files to recreate transmissions as required. Back-up files shall be subject to the SBA to the same extent as original data. EDI transactions shall be retained for such periods as required by relevant state and federal requirements, but in no event for a period of at least three years from the expiration or termination of the SBA. 12.7 The parties shall set up, test, and trade the following sets of EDI transactions: 850 (Purchase Order), 855 (Purchase Order Acknowledgement), 860 (Purchase Order Change) (when available), 810 (Invoice), 997 (Functional Acknowledgement), 753 (Request Routing), and 754 (Routing). 12.8 EDI transactions will not be authorized by either party until subjected to reasonable testing to ensure compliance with testing requirements as it deems necessarydefined by White Cap. The Company may require Following acceptance for production use, additional testing may be required by a party in response to a change in the system environments including, but not limited to: , installation of a new application system, installation of a new EDI translator translator, or implementation of a new EDI version. Additional testing shall adhere to the standard testing procedures as determined employed by the CompanyWhite Cap. 9.7 12.9 Prior to transmitting EDI transactions, Xxxxxxxx agrees to complete and return to White Cap an Electronic Data Interchange (EDI) Trading Partner Profile (“EDI Profile”) in such form as specified by White Cap. The EDI Profile shall contain data necessary to establish electronic communications between the parties. Supplier shall provide timely updates or revisions to the data contained in its EDI Profile whenever such data changes are consistent with the provisions of Sections 12.2 and 12.3 above. 12.10 EDI transactions shall not be deemed to have been properly received, and no EDI transaction transactions shall give rise to any obligation, obligation until accessible to the receiving Party at such Party’s party and verification confirmed in accordance with Section 12.4 above. EDI transactions received after 5:00 P. M. Eastern Time shall be considered received on the following business day. Each party shall access and review the contents of its electronic mailbox designated in Appendix A.at least once per business day for purposes of receiving EDI transactions and providing verification pursuant to Section 12.11 below. 9.8 12.11 Upon proper receipt of any an EDI transaction, the receiving Party shall promptly and party shall, within one business day, properly transmit a functional acknowledgment (“FA”) in return, in standard format as specified in Section 12.7 above. A functional acknowledgement An FA shall constitute conclusive evidence that an EDI transaction has been properly received. An FA is not an acceptance or a status report. 9.9 12.12 If acceptance of a response to an EDI transaction is required, any such EDI transaction which that has been properly received shall not give rise to any obligation unless and until the Party party initially transmitting such EDI transaction has properly received in return the agreed acceptance a response EDI transactiontransaction as specified in Section 12.11 above. An EDI transaction 855 (Purchase Order Acknowledgement) is required within 24 hours of Supplier’s receipt of White Cap’s EDI transaction 850 (Purchase Order). 9.10 12.13 If any properly transmitted EDI transaction is received in an unintelligible or garbled form, the receiving Party party shall promptly notify the originating Party party (if identifiable from the received EDI transactionidentifiable) in a reasonable manner. In the absence of such a notice, the originating Partyparty’s records of the contents of such EDI electronic transaction shall control, unless the identity of the originating Party party cannot be determined from the received EDI transaction. 9.11 12.14 If an EDI transactions and communications related transaction is rejected due to Electronic Transactions under this Agreement shall maintain the same degree of confidentiality, as they would have technical issues or because errors in the form of paper recordsmessage have been detected, the receiving party shall not process the EDI transaction. The receiving party shall notify the originating party in a reasonable manner about he detected errors. Error handling procedures must be initiated by the originating party to re-send a corrected EDI transaction. 9.12 12.15 Any EDI transaction properly and any information contained in a properly-transmitted pursuant to this Agreement EDI transaction shall be considered, in connection with any EDI transaction, considered to be a “writing” or “in writing”; , and any such EDI transaction when containing, or to which there is affixed, a Signature (“Signed Document”) shall be deemed for all purposes (a) to have been “signed” and (b) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 9.13 . The conduct of the Parties parties pursuant to this Agreementthe SBA, including the use of Signed Documents properly properly-transmitted pursuant to the AgreementEDI transactions, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the Parties parties in furtherance of this Agreement. 9.14 the SBA. The Parties parties acknowledge and agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby. Signed Documentsthat EDI transactions, if introduced as evidence on paper in any judicial, arbitration, mediation, mediation or administrative proceedings, will be admissible as between the Parties parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule EDI transactions on the basis that the Signed Documents signed documents were not originated or maintained in documentary form. 9.15 Each Party agrees 12.16 It is Supplier’s responsibility to maintain either a paper copy or obtain the electronic data required latest White Cap specifications and updates for all White Cap EDI-related documents. Supplier is directed to create a paper copy of each Electronic Transaction which it initiates during visit White Cap’s Vendor Portal at xxxxx://xxxxxxxx.xxxxxxxx.xxx/all-forms to download the term of this Agreement latest Branch Listings, Testing Steps, Trading Partner Profiles and for Map Specifications. All contact with White Cap’s EDI group should be made via email only at least two (2) years thereafterXXX0@xxxxxxxx.xxx. 9.16 Upon the reasonable request of either Party, the other Party shall make all of its Electronic Transactions relating to the performance of this Agreement available to the requesting Party for inspection during the term of this Agreement and for two (2) years thereafter. 9.17 In the event that the Party to whom a request is made fails to maintain an appropriate record of any Electronic Transaction or fails to make such record available to the requesting Party upon reasonable request therefore, the requesting Party’s record, if any, of such Electronic Transaction shall be conclusive in any dispute regarding such Electronic Transaction.

Appears in 1 contract

Samples: Sba Terms and Conditions

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Electronic Data Interchange. 9.1 12.1 Each Party party may electronically transmit to or receive from the other Party any transaction set party certain specified EDI transactions as listed in Section 12.7 below, as the materials referenced same may be modified from time to time, that are compliant with ANSI X12 Standards. A party receiving EDI transactions not in Appendix A. All conformance with ANSI X12 Standards and/or the listing of EDI transactions set forth in Section 12.7 below shall promptly notify the sending part of the nonconformance. A party may rely on the information contained in an EDI transaction to the same extent as if such information had been transmitted on paper. By separate arrangement, the parties may also conduct other EDI transactions. An EDI transaction is the specific message format exchanged between originator and recipient, usually an electronic message sequence that relates to a specific type of business document. See Section 12.7 below for a nonexclusive list of related documents. 12.2 EDI transactions shall be transmitted in accordance with the terms one of the Electronic Data Interchange provisions of this Agreement and the standards set forth in Appendix A.two following manners: 9.2 EDI Transactions will be transmitted electronically (a) Electronically to each Party, and the terms and conditions listed in Appendix A, a party either directly or through any third third-party service provider (“Provider”) with which either Party party may contract. For purposes of this Agreement, a “third party service provider” includes, but is not limited to, VANS, clearinghouses, and any key token security providercontract on its own behalf. Either Party party may modify its election to use, not use, use or change a its Provider upon thirty (30) days 30 days’ prior written noticenotice to the other party. A Level 2 connectivity test, as described in the Ohio EDI Implementation Guidelines, must be completed at least ten (10) Business Days in advance of the change to a new Provider. The applicable third Each party service Providers for the Company and the CRES Provider shall be listed in Appendix A. 9.2.1 Each Party shall be responsible for the costs and performance of any Provider with which it contracts. 9.2.2 . Each Party party shall be liable for the acts or omissions of its Provider while transmitting, receiving, storing, or handling EDI transactionsdocuments, or performing related activities activities, for such Partyparty; provided thatprovided, that if both Parties parties use the same Provider to effect the transmission and receipt of an EDI transaction, the originating Party party shall be liable for the acts or omissions of such the Provider as to such EDI transaction. 9.3 (b) Via EDI Web via an White Cap-approved business partner, open text Value Added Network Provider (VAN). Should Supplier elect this option, Supplier shall pay to White Cap a one-time fee of $500. 12.3 Each Partyparty, at its own expense, shall be responsible for and/or provide and maintain the equipment, software, services services, and testing necessary to effectively and reliably transmit and receive EDI transactions. A party shall not be liable or responsible for any damages, losses, claims, or injury suffered or incurred by the other party resulting from any failure, malfunction, or inadequacy of such other party’s equipment, software, services, or testing. Each party shall utilize due diligence in repairing, replacing, or otherwise returning to good working order its equipment, software, or other system components that are necessary to effectively and reliably transmit and receive EDI transactions. Each party shall notify the other as soon as practicable when it is unable to receive or transmit EDI transactions and when its ability to resume EDI transactions is restored. In the event that either party is unable to transmit and/or receive EDI transactions effectively or such condition is expected to persist beyond two business days, the party shall within two business days establish an alternative method of communicating the information that would have been contained in EDI transactions. A party that intends to change parts of its information system in a manner that can be expected to affect the interchange of EDI transactions shall inform the other party in sufficient time so that the parties can jointly conduct required tests to ensure that interchange of EDI transactions can take place in the agreed manner after the change. 9.4 12.4 Each Party party shall properly use those security procedures, including those set forth in Appendix A, which procedures that are reasonably sufficient to ensure that all transmissions of EDI transactions are authorized and to protect its business records and data from improper unauthorized access, alteration, delay, destruction, or loss. Security procedures and measures include the verification of the origin, the verification of the integrity, the non-repudiation of origin and receipt, and the confidentiality of EDI transactions. Security procedures and measures for the verification of origin and the verification of integrity in order to identify the sender of any EDI transactions and to ascertain that any EDI transaction is complete and has not been corrupted are mandatory. 9.5 12.5 Each Party party shall adopt as its signatureuse reasonable efforts to ensure that EDI transactions are free of, electronic identification consisting but not limited to, the following, computer viruses or other computer software code or routine designed to disable, damage, impair or electronically repossess or erase programs or data files that can cause damage to a party’s computer systems and/or operations. Either party will promptly notify the other if such destructive logic is detected in EDI transactions that it transmits or receives. 12.6 A complete and chronological record of symbol(s) or code(s) that are to be affixed to or contained in each all EDI transaction or EDI transaction envelope transmitted transactions exchanged by such Party (“Signatures”). Each Party agrees that any Signature of such Party affixed to or contained in any transmitted EDI transaction the parties and the transmission log files shall be sufficient to verify that such Party originated such EDI transactionstored by each party, unaltered and securely. Neither Party shall disclose to any unauthorized person In the Signatures event of the other Party. 9.6 Level 2 testing certificationsdisputes or errors, as detailed in the Ohio Electric Implementation Guidelines, along with any added Company requirements, are prerequisites to Electronic Transactions. The Company reserves a party has the right to add obtain an excerpt from the other party’s log regarding joint EDI transactions. The excerpt shall be provided in a form that is readable for the recipient and without cost to the recipient. The parties agree to maintain adequate back-up files to recreate transmissions as required. Back-up files shall be subject to the SBA to the same extent as original data. EDI transactions shall be retained for such periods as required by relevant state and federal requirements, but in no event for a period of at least three years from the expiration or termination of the SBA. 12.7 The parties shall set up, test, and trade the following sets of EDI transactions: 850 (Purchase Order), 855 (Purchase Order Acknowledgement), 860 (Purchase Order Change) (when available), 810 (Invoice), 997 (Functional Acknowledgement), 753 (Request Routing), and 754 (Routing). 12.8 EDI transactions will not be authorized by either party until subjected to reasonable testing to ensure compliance with testing requirements as it deems necessarydefined by White Cap. The Company may require Following acceptance for production use, additional testing may be required by a party in response to a change in the system environments including, but not limited to: , installation of a new application system, installation of a new EDI translator translator, or implementation of a new EDI version. Additional testing shall adhere to the standard testing procedures as determined employed by the CompanyWhite Cap. 9.7 12.9 Prior to transmitting EDI transactions, Supplier agrees to complete and return to White Cap an Electronic Data Interchange (EDI) Trading Partner Profile (“EDI Profile”) in such form as specified by White Cap. The EDI Profile shall contain data necessary to establish electronic communications between the parties. Supplier shall provide timely updates or revisions to the data contained in its EDI Profile whenever such data changes are consistent with the provisions of Sections 12.2 and 12.3 above. 12.10 EDI transactions shall not be deemed to have been properly received, and no EDI transaction transactions shall give rise to any obligation, obligation until accessible to the receiving Party at such Party’s party and verification confirmed in accordance with Section 12.4 above. EDI transactions received after 5:00 P. M. Eastern Time shall be considered received on the following business day. Each party shall access and review the contents of its electronic mailbox designated in Appendix A.at least once per business day for purposes of receiving EDI transactions and providing verification pursuant to Section 12.11 below. 9.8 12.11 Upon proper receipt of any an EDI transaction, the receiving Party shall promptly and party shall, within one business day, properly transmit a functional acknowledgment (“FA”) in return, in standard format as specified in Section 12.7 above. A functional acknowledgement An FA shall constitute conclusive evidence that an EDI transaction has been properly received. An FA is not an acceptance or a status report. 9.9 12.12 If acceptance of a response to an EDI transaction is required, any such EDI transaction which that has been properly received shall not give rise to any obligation unless and until the Party party initially transmitting such EDI transaction has properly received in return the agreed acceptance a response EDI transactiontransaction as specified in Section 12.11 above. An EDI transaction 855 (Purchase Order Acknowledgement) is required within 24 hours of Supplier’s receipt of White Cap’s EDI transaction 850 (Purchase Order). 9.10 12.13 If any properly transmitted EDI transaction is received in an unintelligible or garbled form, the receiving Party party shall promptly notify the originating Party party (if identifiable from the received EDI transactionidentifiable) in a reasonable manner. In the absence of such a notice, the originating Partyparty’s records of the contents of such EDI electronic transaction shall control, unless the identity of the originating Party party cannot be determined from the received EDI transaction. 9.11 12.14 If an EDI transactions and communications related transaction is rejected due to Electronic Transactions under this Agreement shall maintain the same degree of confidentiality, as they would have technical issues or because errors in the form of paper recordsmessage have been detected, the receiving party shall not process the EDI transaction. The receiving party shall notify the originating party in a reasonable manner about he detected errors. Error handling procedures must be initiated by the originating party to re-send a corrected EDI transaction. 9.12 12.15 Any EDI transaction properly and any information contained in a properly-transmitted pursuant to this Agreement EDI transaction shall be considered, in connection with any EDI transaction, considered to be a “writing” or “in writing”; , and any such EDI transaction when containing, or to which there is affixed, a Signature (“Signed Document”) shall be deemed for all purposes (a) to have been “signed” and (b) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 9.13 . The conduct of the Parties parties pursuant to this Agreementthe SBA, including the use of Signed Documents properly properly-transmitted pursuant to the AgreementEDI transactions, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the Parties parties in furtherance of this Agreement. 9.14 the SBA. The Parties parties acknowledge and agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the Party to be bound thereby. Signed Documentsthat EDI transactions, if introduced as evidence on paper in any judicial, arbitration, mediation, mediation or administrative proceedings, will be admissible as between the Parties parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule EDI transactions on the basis that the Signed Documents signed documents were not originated or maintained in documentary form. 9.15 Each Party agrees 12.16 It is Supplier’s responsibility to maintain either a paper copy or obtain the electronic data required latest White Cap specifications and updates for all White Cap EDI-related documents. Supplier is directed to create a paper copy of each Electronic Transaction which it initiates during visit White Cap’s Vendor Portal at xxxxx://xxx.xxxxxxxx.xxx/our-company/our-suppliers to download the term of this Agreement latest Branch Listings, Testing Steps, Trading Partner Profiles and for Map Specifications. All contact with White Cap’s EDI group should be made via email only at least two (2) years thereafterXXX0@xxxxxxxx.xxx. 9.16 Upon the reasonable request of either Party, the other Party shall make all of its Electronic Transactions relating to the performance of this Agreement available to the requesting Party for inspection during the term of this Agreement and for two (2) years thereafter. 9.17 In the event that the Party to whom a request is made fails to maintain an appropriate record of any Electronic Transaction or fails to make such record available to the requesting Party upon reasonable request therefore, the requesting Party’s record, if any, of such Electronic Transaction shall be conclusive in any dispute regarding such Electronic Transaction.

Appears in 1 contract

Samples: Sba Terms and Conditions

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