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The parties should commit themselves to deal with the EDI Messages they receive in a fixed time which should be specified in the User Manual. In the case where no time limit has been decided by the parties, they should process messages as soon as possible after receipt. This provision is included, not only to ensure commercial efficiency and good business practices, but also in order to define the contractual rights and obligations of the parties in the event where a message is not received, is late or contains errors and the contract is thereby frustrated.
The acknowledgement of receipt concept has often been misunderstood in particular with regard to the content of the EDI Message itself. Different levels of acknowledgement are available. Acknowledgement can be automatically transmitted at the level of telecommunication network when the message is made available to the receiver,
Parties may require other levels of acknowledgement, which in that case should bedetermined by them, according to their needs and the appropriate details should be included in the user manual. In that case distinctive levels of acknowledgement, i.e. acknowledgement of receipt, acknowledgement of receipt and verification, acknowledgement of receipt, verification and acceptation, need to be detailed in the user manual for the respective Electronic Data Interchange message or electronic mail. A rejection is meant to ensure that the Electronic Data Interchange message sent should not to have any force or effect. The sending party should be informed of such a rejection in duetime as defined in the user manual. The principle stated in clause PROCESSING AND ACKNOWLEDGEMENT OF RECEIPT OF ELECTRONIC DATA INTERCHANGE MESSAGES is that an acknowledgement of receipt of an Electronic Data Interchange message is not required unless requested. However data transmissions of a confidential nature or containing classified information need to be acknowledged in all cases. Provision may also be made, in the User Manual, for all EDI Messages or for certain categories of messages (i.e. all "ORDER" messages) to be automatically checked and acknowledged. Alternatively, if no specific provision has been made regarding acknowledgement, the appropriate segment for a request for acknowledgement may be included within a message sent. Not all messages will require an acknowledgement and the User Manual should clearly differentiate between those which do and those which do not.
EDI is characterized notably by an increased reliability due to a reduction in errors, faster and more accurate information flows and by increased automation of the processing of data. Acknowledgements contribute to the reliability and accuracy of EDI and time limits are in this context critical. The importance of the time limit for sending the acknowledgement derives from the fact that the EDI Message may not be acted upon, and hence contractual obligations may not be carried out, until the acknowledgement, when required, has been sent. One business day is deemed to be an appropriate time limit in the EDI environment. However, Just-in-Time management or other priorities may require more strict adjustment of time, or it may seem inappropriate or impractical and an extension might be required, in which case the parties should adjust the time limit and complete the EDI Agreement as they will agree. Although clause DEFINITIONS (para 4 above) provides a definition of a "business day", it may prove useful for the parties to specify more precisely the public or other holidays or the time of availability of the system. An obligation to send an acknowledgement of an EDI Message is placed on the receiver, who should not act on the message, which requires an acknowledgement, until such acknowledgement has been sent.
In the case where an acknowledgement is not received by the sender of an EDI Message who has requested such an acknowledgement, within the applicable time limit, it is reasonable that he is allowed to assume that there has been a problem with the message or that the receiver does not want to, or cannot, deal with it and consequently that he should be able to consider such message as null and void provided he so advises the receiver. This latter condition will be particularly useful in a situation where a problem has occurred with the transmission of the acknowledgement. Time limits again will be critical. Alternatively, the parties may determine a recovery procedure for the cases where technical problems have occurred and the sender of an EDI Message for which an acknowledgement is required may initiate such kind of recovery procedure if he does not receive the acknowledgement within the prescribed time limit. The details of such procedure should be determined in the User Manual. Due to external circumstances there may be an inability to transmit electronic communications from time to time. The parties may agree to exchange messages at such time by other methods of communication, including telecopy, telefacsimili, telephone or paper. The legal implications of such alternative forms of communication should not be affected by the agreement. Sample clauses:
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