Rachel,
I would agree in some cases. In my experience, if terms were list on a back
of a document, for example, a bill of lading. A company would want to make
sure that either through a TPA or the contract these terms were agreed upon
and that this information was going to be exchanged electronically instead
of through paper. This would make the TPA or contract the binding part of
transaction in lieu of the paper document.
With that said, I do agree that most purchasing terms and other business
related items should be stated outside of the transport mode. I do think
that in a general on going relationship where given terms like, timeliness,
accuracy and method of notification, all can occur within a contract that
states how two companies intend to do business (this does assume a new
relationship and not an exsisting one). For example, two companies intend
to enter a year long purchasing agreement. Besides listing given business
terms, like length of contract, approving parties and etc., stating how the
orders and invoice will be exchanged can also be included. It may not
include each and every term for all individual order and invoice, just the
agreement on how the business arrangements will work.
I think the problem in the past is has been the TPA is an after thought and
it has been more of IT/Technical issue. Most legal department felt that a
TPA was unnecessary due to an agreement already in place, therefore like you
stated the means of the exchange (transport method) was irrelevant. My
point always to that, was as long as there was never anything that made a
paper binding, like a signature, that was fine. But, if by signing a paper
document made it binding and with EDI or some other electronic form that
signature was not present a TPA was always a good thing to have.
In the end, it is really up to the company, how they want to do business,
and what laws govern them.
John
-----Original Message-----
From: Rachel Foerster [mailto:[EMAIL PROTECTED]]
Sent: Wednesday, January 17, 2001 2:44 PM
To: [EMAIL PROTECTED]
Subject: Re: Question
John,
Not quite.....(snip) but thats just like having a TPA.
Purchase terms and conditions can and do encompass conrtractual obligations
totally separate and independent of the method by which a purchase order is
conveyed to a potential supplier. My experience has been that it's always
best to keep PO terms and conditions separate from any edi TP agreement.
Such an edi TP agreeement can rather become an edi manual which documents
all of the things specific to the electronic exchange of business messages.
Such a document should spell out key contacts, processing times, etc., VANs
or other comm modes, id's/identifiers, problem resolution procedures,
message implementation specifications, and so on. I certainly wouldn't
recommend mushing (that's a technical term!) all of this detail into
purchasing terms and conditions, which exist (or should) independent of
transport mode.
Rachel
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