Trading Partner Agreement (TPA)
Revised October 2000
- SAMPLE -
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.
- 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.
- 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.
- 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.
- 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.
- This is a SAMPLE and is still under development. It is not meant to
cover all possible e-commerce options.
- If anyone has ideas or
suggestions send them to me and I'll try to incorporate them.
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
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.
A. The Buyer agrees to purchase from Seller and Seller agrees to
sell to Buyer the products more specifically described in Attachment C
B. Notwithstanding the above, Buyer is not obligated to purchase any
minimum quantity or amount under this process.
- 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."
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
- 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).
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
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.
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
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.
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.
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.
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
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
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
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
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.
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
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
A. This agreement may not be assigned by either party in whole or
in part without the express written consent of the other party.
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.
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
Attachment A -
Identification of Buyer and Seller specific to this Agreement
Tax exemption number
Delivery hours, restrictions
Tax ID number
- Authorized Personnel (name, responsibility, authority, phone, email,
- Only the following people are authorized to change this TPA
- The following people are authorized to add or delete users, set up
system access, system operation and security measures.
- The following people are designated administrators for ordering
- Payments and invoicing questions will be handled by the following
Attachment B -
Ordering process details specific to this Seller and Product
- Releases will be made by end-users logging into the seller's on-line
ordering system using the Internet.
- 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.
- 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
- Each release will be packaged separately and clearly identified with
the end-user name, delivery location and unique releaser tracking
- Errors, damage, shortages, questions about products shipped or
returns will be handled between the seller and user.
- 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.