12. This Recommendation promotes the use of interchange agreements between commercial parties using Electronic Data Interchange in connection with international commercial transactions.
?. FIELD OF APPLICATION
13. This Recommendation focuses upon commercial parties using Electronic Data Interchange in connection with international commercial transactions. It may also be relevant to administrative authorities, including for example statistics' offices, or trade facilitation bodies in their efforts to rationalise and harmonise electronic processes and procedures.
14. Though designed for bi-lateral agreements between two trading partners, the Model Interchange Agreement, with adjustments, can easily be implemented in multilateral relationships such as in a trade community or association.
Annex
MODEL INTERCHANGE AGREEMENT FOR THE INTERNATIONAL
COMMERCIAL USE OF ELECTRONIC DATA INTERCHANGE
The Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange has been developed as a part of a project under the Action Programme on the Legal and Commercial Aspects of Electronic Data Interchange adopted by the United Nations Economic Commission for Europe Working Party on Facilitation of International Trade Procedures ("WP.4")in 1991. That Programme is set forth in United Nations Document No. TRADE/WP.4/R.697. The Programme emphasizes legal issues which can be readily defined and aims at developing guidance on those legal issues, and recommending appropriate solutions in the form of legal instruments or tools or changes in commercial practices.
The Model Interchange Agreement is a product of one of the main projects of the Programme. Objectives of that project are to ensure the reasonable harmonisation of interchange agreements used in international trade and to develop an internationally accepted version for optional use. Under the operating procedures of WP.4, the Model Interchange Agreement is recommended for consideration by all commercial trading partners wishing to use Electronic Data Interchange in international trade.
The Model Interchange Agreement has been prepared by a group of international practitioners in law or related matters with knowledge and expertise in EDI and international trade. These practitioners, representing a number of countries all over the world, are convened regularly under the auspices of WP.4 through the Legal Rapporteurs Team, which is organised by two Rapporteurs on Legal Questions elected by the members of WP.4. This work, achieved also in close collaboration with other teams of experts on EDI, reflects a multidisciplinary approach, the relevance of which is essential in the area of EDI. It also takes into account the similarities and differences among the various legal systems.
AN INTRODUCTION TO INTERCHANGE AGREEMENTS
What is an interchange agreement?
An interchange agreement is made between trading partners setting out the rules they will adopt for using Electronic Data Interchange (EDI). Electronic Data Interchange is the electronic transfer from computer to computer of commercial or administrative transactions using an agreed standard to structure the transaction or message data. The agreement also details the individual roles and legal responsibilities of the trading partners for transmitting, receiving and storing electronic messages. Because of differences which are involved with the use of EDI in commerce, addressing these topics as they relate to a new electronic trading environment reduces the legal uncertainty that electronic trading might raise and enhances the confidence with which the technology is employed.
Why are Interchange Agreements developed and used?
EDI is developing rapidly as an effective business tool for international trade. The use of EDI for business and administration purposes is already well established within several major industries in Europe, North America, Australia/New Zealand and Asia.
The increasing use of EDI is fundamentally changing international trading practices by replacing traditional paper based trading with electronic alternatives. Instead of sending and receiving original written documents with handwritten signatures, traders transfer structured business data from one computer system to another by electronic means, including the increasing use of electronic signatures.
However, the extent to which national and international law accepts that an electronic message can perform the same function as a paper document differs considerably. Many of the conventions and agreements relating to international trade do not anticipate the possible use of EDI. This is largely because EDI simply did not exist when these international conventions and agreements were drafted and the necessary modifications to them have yet to be carried out. Many national laws also introduce uncertainty regarding the legal validity of EDI based transactions or are inconsistent in their treatment of the
