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Part 2. UNCID - Chapter 4. Interchange agreement

Part 2.  Uniform rules of conduct for interchange of data by teletransmission (UNCID)


Chapter 4. Interchange Agreement

 

TRADE/WP.4/R.1133/Rev.1
23 June 1995
ORIGINAL: ENGLISH

COMMITTEE ON THE DEVELOPMENT OF TRADE
Working Party on the Facilitation of International Trade Procedures
(Item 12 of the provisional agenda of the Meeting of Experts on Data Elements and Automatic Data Interchange (GE.1)
Fifty-second session, 18-19 September 1995 and item 6 of the provisional agenda of the Meeting of Experts on Procedures and Documentation (GE.2)
Fifty-second session, 20 September 1995

UN/ECE RECOMMENDATION No.26

THE COMMERCIAL USE OF INTERCHANGE AGREEMENTS FOR ELECTRONIC DATA INTERCHANGE


* * *
Submitted by the Rapporteurs on Legal Questions *

* The text of the Recommendation has been approved for publication at the forty-first session of the Working Party in March 1995.
GE.95-


PREAMBLE

  1. At its thirty-third session in March 1991 the Working Party on Facilitation of International Trade Procedures (WP.4) adopted the Programme of work relating to legal issues. Among six projects, this programme contained the specific project on ensuring reasonable harmonization of interchange agreements and the development of an internationally accepted version for optional use.
     
  2. The Working Party pointed out that any method of communication requires discipline in order to be effective. Such discipline is normally achieved by applying generally acceptable rules of conduct. In the EDI context, such rules have been developed as interchange agreements within a number of user groups, national organizations and regionally. These agreements generally apply only to the interchange of data and not to the underlying commercial contracts between the parties. They present in many instances different solutions with respect to the topics addressed and, as a result, by virtue of the number of agreements and the diversity of their terms, there is a possible barrier to international trade arising from the absence of an internationally acceptable form of agreement which may be adopted for use in commercial practice.
     
  3. At its forty-first session in March 1995 the Working Party, on the basis of the report of the joint session of the Meetings of Experts on Data Elements and Data Interchange (GE.1) and on Procedures and Documentation (GE.2), agreed to approve the draft Recommendation containing the Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange submitted by the WP.4/Legal Rapporteurs Team.

RECOMMENDATION

The Working Party on Facilitation of International Trade Procedures agreed to recommend that: 

  1. The international community of EDI users, including commercial parties deciding to use Electronic Data Interchange in connection with international trade transactions, apply the Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange as set out below in order to increase the legal security of their trading relationship.
     
  2. United Nations member countries take into account the terms and provisions of the Model Interchange Agreement when introducing legislative and regulatory reforms, in order for these reforms to be consistent with the intentions and business practices which are the substance of the Model Interchange Agreement.

PARTICIPATION IN THE FORTY-FIRST SESSION OF THE WORKING PARTY

At the session representatives attended from: Austria, Belarus, Belgium, Bulgaria, Canada, Croatia, Czech Republic, Denmark, Finland, France, Germany, Hungary, Iceland, Ireland, Israel, Italy, Luxembourg, Malta, the Netherlands, Norway, Poland, Romania, Russian Federation, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom of Great Britain and Northern Ireland and the United States of America. Representatives from Australia, Brazil, Gabon, Japan, Korea, Senegal and South Africa participated under Article 11 of the Commission's terms of reference.
 
The session was also attended by representatives of the secretariat of the United Nations Conference on Trade and Development (UNCTAD), the United Nations Commission on International Trade Law (UNCITRAL), and the International Trade Centre UNCTAD/GATT (ITC), as well as by representatives of the following intergovernmental and non-governmental organizations: European Free Trade Association (EFTA), Central Office for International Railway Transport (OCTI), the World Customs Organization (WCO),International Air Transport Association (IATA), International Article Numbering Association (EAN), International Chamber of Commerce (ICC), International Chamber of Shipping (ICS), International Express Carriers' Conference (IECC), International Organization for Standardization (ISO), International Union of Railways (UIC).


1. This Recommendation has been developed under Project 4.1 of the Action Programme on the Commercial and Legal Aspects of Trade Facilitation adopted by the Working Party on Facilitation of International Trade Procedures, as set forth in TRADE/WP.4/R.697 and includes the Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange set forth in Annex A.

I. Background.

2. In 1987, working in cooperation with the Working Party, the International Chamber of Commerce developed and produced the Uniform Rules of Conduct for Interchange of Trade Data by Teletransmission (the UNCID Rules; ICC Publication no. 452). The UNCID Rules were aimed at facilitating the interchange of trade data effected by teletransmission, through the establishment of agreed rules of conduct between parties engaged in such transmission. 

3. The publication of the UNCID Rules confirmed the importance to international trade of having certain agreements in place among commercial parties regarding the use of automated data processing techniques. 

4. The UNCID Rules expressly provided that their provisions, if relied upon, were to be incorporated into definitive agreements among the commercial trading partners. As a result, national organizations, associations and public administrative bodies have developed a multiplicity of model interchange agreements. 

5. Originating within different cultural and legal environments, these existing model agreements often introduced different topics and different approaches to similar topics. The diversity of these interchange agreements, though they may address national or local business requirements, does not address an international focus, which is required by EDI users exchanging messages across boundaries. 

6. Efforts have started to produce more standardised interchange agreements, such as the recent recommendation by the European Commission for use of a European Model EDI Agreement. The development of a truly international model interchange agreement was provided as one of the main objectives of the Action Programme referred to above. 

7. Recent work by the United Nations Commission on International Trade Law to develop model statutory provisions on the use of EDI in international trade, which will be submitted to the Commission for review in July 1995, expressly contemplate that commercial parties may indeed wish to vary the effect of such provisions by agreement. 

8. As well, the progress of the Working Party in defining and understanding the international trade transaction (as reflected by TRADE/WP.4/R.971 and related documents) has emphasized the number of commercial relationships in which EDI can be employed, and, therefore, the circumstances in which an interchange agreement may be appropriate.

II. Preparation of the Model Agreement

9. This recommendation has been produced with the input and cooperation of the Legal Rapporteurs Team in accordance with the Internal Organization and Operating Procedures established for that organization set forth in TRADE/WP.4/R.1071. International organizations, such as the ICC and UNCITRAL have been represented in the meetings during which the drafts of the Model Agreement were developed and circulated. 

10. More than 20 different existing model interchange agreements which have been developed were considered in the course of the preparation of the Model Agreement and close collaboration has been ensured with the technical experts associated with the development of UN/EDIFACT. 

11. Earlier Recommendations of the Working Party, as well as the recommendations or similar actions of other international organizations relating to the simplification and harmonization of international trade procedures, have been considered in order to ensure the consistency of this Recommendation with previous work. In submitting this Recommendation for approval, the Rapporteurs on Legal Questions believe it is consistent with, and furthers the objectives of, prior recommendations in the field. 

12. By offering to commercial parties engaged in international trade a model form of interchange agreement for global use in connection with the UN/EDIFACT standards, the Working Party advances the goals of harmonization, simplification and rationalization with respect to the most essential procedure of international trade - the communications of the trading partners. However, though recommended, the terms of the model interchange agreement are not mandatory; trading parties are free to modify the terms of any interchange agreement to their mutual satisfaction, or to not enter into interchange agreements at all.

III. Scope

13. This Recommendation promotes the use of interchange agreements between commercial parties using Electronic Data Interchange in connection with international commercial transactions.

IV. Field of Application

14. 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 rationalize and harmonize electronic processes and procedures. 

15. Though designed for bi-lateral agreements between two trading partners, the Model Interchange Agreement, with adjustments, can easily be implemented in multi-lateral relationships such as in a trade community or association.

V. Recommendation

16. Based on the preceding considerations, the United Nations Economic Commission for Europe recommends that: 

  1. The international community of EDI users, including commercial parties deciding to use Electronic Data Interchange in connection with international trade transactions, use interchange agreements in order to increase the legal security of their trading relationships and their use of EDI.
     
  2. In negotiating and entering into interchange agreements, the use of the Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange is endorsed.
     
  3. The Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange, be incorporated into Part 3 of the United Nations Trade Data Interchange Directory (UN/TDID) and be part of the recommendations relating to UN/EDIFACT.
     
  4. United Nations member countries take into account the terms and provisions of the Model Interchange Agreement when introducing legislative and regulatory reforms, in order for these reforms to be consistent with the intentions and business practices which are the substance of the Model Interchange Agreement.
     
  5. United Nations member countries could contribute significantly to increasing the legal security of using EDI by promoting, through awareness programs, educational resources and related means, the availability and usefulness of the Model Interchange Agreement as well as commercial business practices relating to international trade which are consistent with the preceding recommendations.
     
  6. When designing and implementing the use of EDI for administrative functions relating to international trade transactions, administrative bodies and organizations, though having distinctive requirements to be considered, should evaluate and give consideration to the expanding commercial use of interchange agreements as well as the terms and business practices which are contained in the Model Interchange Agreement.

 

Annex. Model Interchange Agreement for the International Commercial Use of Electronic Data Interchange

The Commentary to the Model Interchange Agreement

 

 

 

 


© United Nations Economic Commissions for Europe – 2013