Trading Partner Agreement (TPA)
Revised October 2000

DISCLAIMER.. DISCLAIMER.. DISCLAIMER. I'm not a lawyer (I'm sure they are all happy about that!). However, purchasing people can't wait. We need to get on with the program. This is intended as a representative sample of the terms that could/should be considered for inclusion in a long term E-Commerce agreement. However, as far as I know no one has tested any of these provisions yet, so before going to court on this,
get expert advice.

1. The TPA establishes the basis for a long-term relationship between buyers and sellers planning to enter into an e-commerce agreement. The TPA describes the basis for how the business will be conducted, specifies the terms which will apply to each subsequent transaction and clearly signals the intent of the two parties to form binding contracts electronically.
2. Without the TPA, transactions or releases between users and the seller might not include sufficient information or be transacted in such a way as to form binding contracts. 
3. The TPA is a document which serves and protects both parties during the course of the relationship. It is intended to be a "no-fault" agreement wherein both parties are interested in working to preserve and maintain a valuable business relationship.
4. This TPA has not been written to completely replace Buyer or Seller's standard terms and conditions. This TPA should be augmented or adjusted as appropriate for the specific use.
5. This is a SAMPLE and is still under development. It is not meant to cover all possible e-commerce options. 
6. If anyone has ideas or suggestions send them to me and I'll try to incorporate them.

1. PURPOSE:
   A. This document including attachments A, B and C describes the terms and conditions of the agreement between Buyer (x company) and Seller (y-company) (as identified in attachment A) to conduct commerce using the Internet and processes described herein.
   B. This agreement may only be modified in a writing signed by both parties
   C. Attachment A provides the complete identification of Buyer and Seller including authorized personnel and delivery locations.
   D. Attachment B describes the process for ordering, delivering and returning products under this agreement.
   E. Attachment C describes the products which may be ordered and specific pricing and terms for those products.

2. SCOPE:
   A. The Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer the products more specifically described in Attachment C ("Products").
   B. Notwithstanding the above, Buyer is not obligated to purchase any minimum quantity or amount under this process.

3. DISPUTES AND DISAGREEMENTS
   A. Buyer and Seller agree to negotiate in good faith to resolve problems, questions and disputes regarding this agreement and process.
   B. Where improvements and clarifications can be made in the business processes contemplated by this agreement, both parties agree to incorporate such changes as long as they are not significantly more costly or onerous.
   C. Billing, shipping and charging disputes should be addressed and resolved directly between the end-user and the seller where possible. If satisfactory resolution is not achieved, then the issue will be escalated to the Buyer and Seller principle contacts.
   D. In the event of a dispute that cannot be resolved by the parties to this subcontract, the parties agree to submit the dispute to alternative dispute resolution (ADR) and waive any rights to adjudication by a court of competent jurisdiction. ADR can be either arbitration or mediation, with each party agreeing to selection of a single arbitrator or mediator, respectively. The costs of such arbitration or mediation shall be borne equally."

4. CONTRACT FORMATION:
   A. Buyer may place orders for with Seller for Products via written purchase order, fax, dedicated computer terminals, a mutually agreed EDI system, or via the internet. For orders transmitted via the internet, a binding order will be formed when the Buyer transmits a complete and legible order to the Seller's order system and receives an order number and electronic confirmation.
   C. The specific process for transactions under this agreement are documented and described in Attachment B.
   B. For this purpose, orders and confirmations transmitted via the internet will be deemed "writings" under the Uniform Commercial Code.

5. TRANSACTIONAL LIMITS
   A. Only standard catalog items identified in Attachment C may be ordered under this agreement.
   B. Transactions exceeding $xxx will not be processed unless confirmed manually by one of the TPA administrators identified in Attachment A.
   C. Computer to computer ordering will not be allowed under this agreement. (no automatic computer releases).

6. PRICING AND PAYMENT
   A. Prices charged will be as identified in Attachment C. Seller agrees to maintain competitive prices for the products offered. If the competitive prices for any item(s) changes significantly during the term of this agreement, the price will be adjusted by mutual agreement and/or the item may be deleted from the agreement by either party with 30 days notice.
   B. Prices charged on a per-unit basis for items released will be the only charges against this agreement. No additional or extra charges will be authorized unless identified in attachment A or as agreed to by the end-user when issuing a release (such as an expedited freight charge)
   C. A pricing review and/or adjustment may be requested by either party on each 6-month anniversary of the agreement. When a review is requested, pricing may be re-negotiated between buyer and seller. If there is a failure to reach an acceptable agreement on a new pricing structure either party may request the agreement be cancelled with 30 days notice and no further obligation by either party beyond those releases issued prior to the final cancellation date.
   D. For the purposes of this agreement, payment for each transaction will be made using the Buyer's purchasing card program. It is the seller's responsibility to obtain and validate the credit card number as part of each order.

7. SOFTWARE / HARDWARE
   A. The on-line software system used for ordering is the property of the seller. Seller agrees to grant access through the internet to designated buying personnel. Any cost of ownership, operation or dispute with regard to the software is the seller's responsibility.
   B. Subject to termination of this Agreement, access to the ordering process will be granted by the seller to Buyer's designated personnel and will not be terminated or withdrawn without concurrence of the Buyer.
   D. Access will be by the Buyer's commercial Internet browser either IE version 4 or greater or Netscape version 4 or greater.
   E. Seller agrees that if material changes are made in the on-line ordering software that training and/or instructions will be provided to Buyer's personnel as needed to maintain effectiveness of the ordering process.

8. SECURITY FOR ONLINE ORDERING
   A. Buyer and Seller agree to work reasonably together to provide mutual security and safety in using this online ordering process.
   B. The order entry process will be secured by using SET or SSL technology or in a way that is mutually agreeable. The SET process will be maintained by the seller.
   C. Buyer's credit card numbers will not be stored by the seller on a computer which is a accessible from the Internet. In addition, access to user profiles and credit card information will be limited to only the seller's personnel with a direct need to know, and carefully controlled by the seller.
   D. Information about security issues will be shared by Buyer and Seller system administration personnel as needed for the mutual protection of both parties.
   E. Buyer and seller agree that only a limited umber of people will have password and/or security profiles which permit access to the ordering process, security arrangements and/or user information.
   F. Buyer agrees to control user passwords and access in a way that assures only authorized people can place orders. Further Buyer agrees user access will be terminated on a timely basis when appropriate.
   G. Both parties agree to share information between system administration or operation personnel which might affect the security or operation of this ordering agreement with respect to system security, virus concerns, scams, spam, fraud attempts hacker attacks, firewall violation, etc. as might be applicable.

9. CONTRACTUAL PRIVITY
   A. The form of this agreement may be used by both parties to develop similar ordering processes, however the specific details of products purchased, user profiles and pricing are business sensitive and may not be disclosed to third parties without prior written consent of the other party. Buyer may advise users of the pricing structure for ordering and accounting purposes.

10. TRAINING MATERIALS AND DOCUMENTATION
    A. Seller agrees to provide training information and materials to assist buyer in training users.
    B. Training materials provided may be duplicated and distributed to users by the buyer without extra charge.
    C. Seller agrees to provide in-depth training and assistance to buyer's administrative personnel.

11. PERFORMANCE CRITERIA AND MEASUREMENT PROCESS
    A. Buyer and seller agree to work together to develop performance criteria and measurements for the mutual satisfaction of the end-users.
    B. All catalog items will be delivered or the Seller will provide the user a mutually agreeable schedule arranged within 2 working days of the order being submitted by the user.
    C. Seller will address adjustments, returns, shipment errors, directly with the user and resolve to mutual satisfaction.
    D. Satisfactory performance by the Seller will be evaluated by surveying end users, receiving, shipping and/or administrative personnel and by checking the pricing structure and charges with current market prices.
    E. In the event that issues and/or problems arise causing which cannot be mitigated, the Buyer reserves the right to stop using or limit use of the Agreement and/or cancel with 30 days notice at no obligation or charge.

12. Records
    A. Seller agrees to maintain an electronic record of each transaction for a period of 1 year.
    B. Buyer will be granted reasonable access to the electronic records upon request

13. Term
    A. This agreement will commence upon signature and continue through on an annual basis until 30-day notice of cancellation is received from either party.
    B. Transactions do not set a precedent for continued ordering and/or future releases.

14. DELIVERY
    A. The Seller will deliver the ordered products to the Buyers facility identified in attachment A in the timeframe specified in Attachment B. Delivery charges and costs are included in the product pricing unless specifically identified and agreed to by the user at the time an order is entered.

15. NOTICES
    A. For the purpose of operating procedures, process and administrative matters, Buyer and Seller agree to use e-mail notices.
    B. Legal notices regarding this agreement must be submitted in writing.

16. WARRANTY
    A. Unless otherwise specified and agreed in Attachment C or at the time an order is placed, Warranty for the products supplied will be as published in the Sellers standard catalog and/or the manufacturers warranty.

17. ASSIGNMENT
    A. This agreement may not be assigned by either party in whole or in part without the express written consent of the other party.

18. LAWS AND REGULATIONS
    A. Seller shall comply with all applicable federal, State and local laws and ordinances and all pertinent lawful orders, rules and regulations. Seller is and shall act as an independent entity and not as an agent or employee of Buyer.

19. FORCE MAJEURE
    A. Buyer and Seller shall not be liable for delays in performance due to causes beyond the parties reasonable control or for delays of the Seller's suppliers at any tier if the delay is beyond the control of both the Seller and its suppliers and without fault or negligence of either.

Attachment A -
Identification of Buyer and Seller specific to this Agreement

1. Buyer:
   Company name
   Business Address
   Tax exemption number
   Delivery Address
   Company name
   Street address
   Delivery hours, restrictions
2. Seller
   Company name
   Business address
   Mailing/shipping address
   Tax ID number
3. Authorized Personnel (name, responsibility, authority, phone, email, )
4. Only the following people are authorized to change this TPA
   Buyer: 
   Seller:
5. The following people are authorized to add or delete users, set up system access, system operation and security measures.
   Buyer:
   Seller:
6. The following people are designated administrators for ordering transactions
   Buyer:
   Seller:
7. Payments and invoicing questions will be handled by the following people:
   Buyer: 
   Seller:

Attachment B -
Ordering process details specific to this Seller and Product

1. Releases will be made by end-users logging into the seller's on-line ordering system using the Internet.
2. Items ordered will be delivered by the seller's truck to the designated delivery location within 2 working days of the order release unless otherwise agreed upon by the user.
3. Orders or partial orders which can not be delivered within 2 working days will be identified by the seller and the end user contacted by phone or email. User will be allowed to confirm that the order should be continued, cancelled (with no obligation) or shipped partial and back ordered.
4. Each release will be packaged separately and clearly identified with the end-user name, delivery location and unique releaser tracking number.
5. Errors, damage, shortages, questions about products shipped or returns will be handled between the seller and user.
6. All returns will be picked up by Seller's truck. No returns will be made by commercial carrier unless specifically agree to by the user.

Attachment C -
Products and pricing structure.

1. Payment terms for products delivered under this agreement: Payment will be made by credit card number supplied by the user at the time an order is placed on the Internet. Other payment forms and terms are not allowed under this agreement.
2. The following products may be ordered on the TPA:
3. The following products may NOT be ordered on this TPA:
4. Prices charged will be: