Validity of the contract

Formation of the contract

Validity of the contract

This sample clause attempts to emphasize the intention of the parties to form valid and binding contracts by EDI and to provide proof of this intention to third parties. As such, the provision provides that parties will not challenge the validity of transactions effected by use of EDI, on the sole ground of that means. The law applicable to the data transferred might be different from one country to the other and the parties may not necessarily be aware of national laws restriction on the content of an EDI Message. It is reasonable to ensure that parties will take care to respect the national legislation applicable to the content of the EDI Message. Whenever the data included in an EDI Message received is inconsistent with national law of the receiver, the obligation on him will be to inform the other party of this inconsistency and he may then be able to take measure to avoid breach of its own law. Sample Clauses:

• The parties bound by the Agreement, expressly waive any rights to contest the validity or enforceability of a contract, effected by the use of EDI in accordance with the terms and conditions of the Agreement, or the authenticity of an Electronic Signature on the sole ground that it was effected by EDI.
• The Parties agree not to contest the authenticity admissibility or enforceability of messages under the provisions of any applicable law relating to whether certain agreements are in writing and signed by the Party to be bound thereby.
• Any Electronic Communications properly transmitted pursuant to this Agreement shall be considered to be "written" or "in writing". Any such message when containing, or to which there is affixed, and Electronic Signature shall be deemed to have been "signed" and to constitute a "true copy" when printed from electronic files or records established and maintained as specified in the clause on DATA-LOG: RECORDING, STORAGE AND RECONCILIATION OF ELECTRONIC DATA INTERCHANGE MESSAGES.
• Each party shall ensure that the content of an EDI Message, sent or received, is consistent with the law of its own respective country, the application of which could restrict the content of an EDI Message or limit its use, and shall take all necessary measures to inform without delay the other Party if such an inconsistency arises.