technical errors in a received transmission, which prevent the further processing of a Message.
SECTION 4: VALIDITY AND ENFORCEABILITY
4.1. Validity
The parties agree that valid and enforceable obligations may be created by the communication of Messages in compliance with this Agreement. The parties expressly waive any rights to object to the validity of a transaction solely on the ground that communication between the parties occurred through the use of Electronic Data Inter- change.
4.2. Evidence
Without regard to the absence of any writings and written signatures, to the extent permitted by law, the records of Messages maintained by the parties shall be admissible and may be used as evidence of the information contained therein.
4.3. Contract Formation
A contract concluded through the use of Electronic Data Interchange under this Agreement shall be deemed to be formed when the Message sent as acceptance of an offer has been received in accordance with Section 3.1.
SECTION 5: DATA CONTENT REQUIREMENTS
5.1. Confidential Status
No information contained in any Message communicated under this Agreement shall be considered confidential unless by operation of law or by designation in the Technical Annex or the Message.
5.2. Legal Compliance
5.2.1. Each party shall ensure that the content of any Message is transmitted, received or stored in compliance with all legal requirements to such party.
5.2.2. In the event that the receipt or the storage of any element of a Message would constitute a contravention of the applicable law, the receiver shall without undue delay give notice of such non-compliance.
5.2.3. Until the receiver is aware of non-compliance of the Message, its rights and obligations under this Agreement shall not be affected.
5.2.4. Upon giving notice of non-compliance to the sender, the receiver shall be under no obligation to respond to any further non-complying Message. Upon receipt of the notice the sender shall refrain from transmitting any further non-complying Message.
SECTION 6: LIABILITY
6.1. Force Majeure
No party shall be liable for any delay or other failure in performing its obligations under this Agreement where such delay or failure is caused by any event beyond the party's control (a) which could not be reasonably expected to have been taken into account at the time this Agreement was signed or (b) the consequences of which could not be avoided or overcome.
6.2. Excluded Damages
No party shall be liable for any special, consequential, indirect or exemplary damages arising from any breach of this Agreement.
6.3. Provider Liability
6.3.1. A party using the services of a third party provider in the communication or processing of Messages shall be responsible under this Agreement for any acts, failures or omissions of that provider in the provision of said services.
6.3.2. Any party instructing any other party to use a specified third party provider shall be responsible for any acts, failures or omissions of the provider.
SECTION 7: GENERAL PROVISIONS
7.1. Governing Law
This Agreement shall be governed by the national laws of _______. In the event of a conflict in law between the laws governing a transaction and the laws governing this Agreement, the laws governing this Agreement shall prevail.
7.2. Severability
Should any provision of this Agreement be invalid or unenforceable for any reason, all other provisions of the Agreement shall remain in full force and effect.
7.3. Termination
Any party may terminate this Agreement upon not less than [30] days prior written notice of the termination. No termination shall affect any communications occurring prior to the termination, or the performance of any related transactions. The provisions of Sections 2.5, 2.6, 4, 5.1, 6, 7.1 and 7.5 shall expressly survive any termination and remain binding upon the parties.
7.4. Entire Agreement
This Agreement, including the Technical Annex, constitutes the complete agreement of the parties on the subject matters of this Agreement and becomes effective when signed by the parties. The Technical Annex may be amended by the parties or by a person authorised by a party to sign on its behalf. Each party shall provide to the other a written and signed record of every amendment agreed. Each amendment shall enter into force upon exchange of the written and signed records. The Technical Annex and each amendment then in force shall constitute the agreement between the parties.
