Standard EDI Contract

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EDI CONTRACT
CONTRACT BETWEEN BANK AND
NORSK HYDRO ASA
EDIFACT Payment and Collection Orders
The undersigned :
1. Bank of address information inserted here, , hereinafter referred to as "the Bank",
and
2. Norsk Hydro ASA, which has its registered office at Bygdøy Alle 2 in Oslo, Norway, hereinafter referred to as "the Customer" ,
have agreed to exchange data by means of Electronic Data Interchange (EDI) subject to the following
terms and conditions :
EDI Contract
Cover agreement
Signatures
Attachments
Interchange Agreement
Communications and operations
EDI Message processing
Validity and enforceability
Data content requirements
General Conditions
Technical Specification
Communication
Security
Dataflow
Syntax
Procedures
MIG's
Se list of relevant MIG's
in the Attachment A of
the Technical Specification
Date : 2001-04-20 Version 2.0
Date : 2001-04-20 Version 2.0
Date : 2001-04-20 Version 1.0
EDI Contract between Bank and Norsk Hydro ASA
Version: 2.0
EDI CONTRACT
Date: 2001-04-20
_________________________________________________________________________________________
This Contract consists of this EDI Contract with Attachments A-F, the attached Interchange Agreement
and the attached Technical Specification (together with any appendices thereto), which shall each form
integral parts of this Contract.
Two copies of this Contract shall be executed, one copy for each party.
This Contract may be amended by written instrument duly signed by both parties. Each amendment
shall contain a clause specifying the time-frame for implementation of the aforesaid changes. This
time-frame will normally not be less than three months.
This Contract represents the entire agreement between the parties in relation to its subject matter, and
supersedes any prior agreement between the parties in relation to its subject matter, including without
limitation, any letter of intent or proposal, or both.
If a provision of this document conflicts with a provision of the Interchange Agreement or the Technical
Specification, the provision of this document shall prevail.
List of attachments:
Attachment A
Attachment B
Attachment C
Attachment D
Attachment E
Attachment F
-
Definitions
Public Key Document
List of EDI Accounts
Fees
Authorisation
Bank Service Agreements
City, the _________
Oslo, the ____________
Signed for and on behalf of
Signed for and on behalf of
Bank
123 Street
City, Region and Zip
Country
Norsk Hydro ASA
Bygdøy Alle 2
N-0240 Oslo
Norway
Sign: ...................................
Sign: ...................................
Sign: ...................................
Sign: ...................................
____________________________________________________________________________________________________________
C:\Data\EDI\Standard EDI Contract.lwp
Page 2 of 7
EDI Contract between Bank and Norsk Hydro ASA
Version: 2.0
EDI CONTRACT
Date: 2001-04-20
_________________________________________________________________________________________
Attachment A :
Definitions
In this Contract, the following terms shall have the following meaning :
EDI :
Electronic Data Interchange. The electronic transfer from computer to computer of commercial or
administrative transactions using an agreed standard to structure the transaction or message data.
EDI Message: An identified, named and structured set of functionally related segments, covering the requirements for a specific type of transaction, as described in a message specification; a message
starts with a message header and ends with a message trailer. In transfer, a message is a specific ordered set of segments in conformance with a message specification.
UN/EDIFACT standards:
Those standards established for Electronic Data Interchange (together with related recommendations), as approved and published in the United Nations Trade Data Interchange Directory
(UN/TDID).
Contract :
This EDI contract between the Customer and the Bank that consists of the EDI Contract with attachments, the Interchange Agreement and the Technical Specification together with any appendices thereto.
User:
A person listed on the account opening form of the Bank who is authorised to receive on behalf of
the Customer, transmit and/or confirm data and instructions pertaining to the relevant bank account.
EDI Account: The bank account(s) operated by the Customer or any subsidiary of the Customer which are used
in the performance of the services described in this Contract.
Year:
In this Contract the word shall mean each period of 12 consecutive calendar months during the
term of this Contract, commencing on the date of signature of this Contract by both parties.
Third Party Provider:
An entity which performs one or more of the functions required by the services covered by this
Contract, which is in a contractual relationship with one of the parties to perform this function in
order for said party to be able to fulfil its obligations under this Contract. Entities which are seen
as part of a public infrastructure, such as utility companies, postal services and inter-bank clearinghouses are not considered Third Party Providers under this definition.
Communication Receipt:
A message sent from the receiver of an EDI Message to the sender of the EDI Message, acknowledging that the EDI Message has reached the receiver.
Message Acceptance Acknowledgement :
An acknowledgement sent from the receiver of an EDI Message to the sender of the EDI Message, acknowledging that the EDI Message has reached the receiver, and that the receiver accepts responsibility for further processing the EDI Message.
Digital Signature:
A sequence of characters associated with an EDI Message which makes it possible to verify the
integrity of the EDI Message as well as prove the identity of the party that created the Digital Signature.
Key:
A sequence of characters that controls the operations of enciphement and deciphement.
Public Key: A sequence of characters used in a Digital Signature scheme which enables a recipient to verify
the integrity and authenticity of a received message by verifying the Digital Signature of the received message. This character sequence is not secret, and may be published freely.
Private Key: A sequence of characters used in a Digital Signature scheme which enables a sender to create
an Digital Signature on a message to be transmitted. This character sequence is secret, and must
not be seen by parties other than its creator.
Public Key Document:
A document sent by the Customer to the Bank which carries the Customer's Public Key to be
used by the Bank to verify the Customer's Digital Signature on EDI Messages.
Backoffice Reference Number:
An application-level reference number which uniquely identifies a business transaction carried in
an EDI Message. The Backoffice Reference Number must not be duplicated within a specified
time period.
Attachment B :
Public Key Document
____________________________________________________________________________________________________________
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EDI Contract between Bank and Norsk Hydro ASA
Version: 2.0
EDI CONTRACT
Date: 2001-04-20
_________________________________________________________________________________________
This page refers to the from time to time valid Public Key Document between the Bank and the Customer. The Public Key Document will take form
similar to the below example:
quote
Public RSA key for interchange of EDI Messages
between Bank and Norsk
Hydro ASA
Public key for
: Norsk Hydro ASA
Bygdøy Allé 2
N-0240 OSLO
NORWAY
Contact Person
: Siri-Anne Aas
Telephone
:
Key Validity Period
:
Public Key Modulus
:
The Public Key listed above is the Public Key which will be used to verify payment instructions from Norsk Hydro ASA, as described in the Technical Specification part of the
EDI Contract between the parties. Two copies of this Public Key Document shall be executed, one copy for each party.
City, the _________
Oslo, the ____________
Signed for and on behalf of
Signed for and on behalf of
Bank
123 Street
City, Region & Zip
Country
Norsk Hydro ASA
Bygdøy Alle 2
N-0240 Oslo
Norway
Sign: ...................................
Sign: ...................................
unquote
Attachment C:
List of EDI Accounts
The accounts listed below are the accounts to be used when performing the EDI messages described
in this Contract.
____________________________________________________________________________________________________________
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EDI Contract between Bank and Norsk Hydro ASA
Version: 2.0
EDI CONTRACT
Date: 2001-04-20
_________________________________________________________________________________________
The assignment of the EDI Message types to the account no. is the following:
ACCOUNT NAME
NH & Country
ACCOUNT NUMBER
EDI MESSAGES
COMMENTS
38 577 104 PAYEXT, AUTACK,
BANSTA, CONTROL
The EDI Message types of the security and service level are necessary for all EDI
Messages types of the transaction level.
This Attachment can be replaced when necessary because of changes in account no, etc. upon notice
without sending out a full Contract and accepted by both parties fully signed.
____________________________________________________________________________________________________________
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EDI Contract between Bank and Norsk Hydro ASA
Version: 2.0
EDI CONTRACT
Date: 2001-04-20
_________________________________________________________________________________________
Attachment D:
Fees
The Customer shall pay to the Bank, for receiving and processing EDI Messages from the Customer
and for preparing and sending EDI Messages to the Customer, a fee according to the system of rates
specified below. The Bank shall be entitled to adjust the applicable rates once every Year, for the first
time one Year after signing the Contract, upon 30 days written notice to the Customer.
The fees due shall be settled at the end of each calendar quarter in accordance with an itemised invoice covering the preceding quarter. The Customer hereby irrevocably authorises the Bank to debit
the fee owed to the Bank from the EDI Account number shown in Attachment C. The Customer will receive a written specific receipt on all fees debited.
The records of the Bank shall constitute prima facie evidence vis-à-vis the Customer of the amount of
the fees owed by the Customer to the Bank hereunder.
EDI Payment fees details:
Attachment E:
Authorisation
Authorisation to perform EDIFACT Payment and Collection
The undersigned,
Norsk Hydro Country <actual legal company - to be determined>
hereby authorises the following user:
Norsk Hydro ASA
Bygdøy Alle 2
N-0240 Oslo
Norway
to perform EDIFACT Payment and Collections orders, as well as query and receive
This authorisation is valid until it is recalled in writing by the undersigned. If the authorisation is revoked, the Bank shall be under no obligation to process EDI Messages until an
alternative authorisation is provided.
For and behalf of
Norsk Hydro Country <actual legal company - to be determined>
..................................
____________________________________________________________________________________________________________
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EDI Contract between Bank and Norsk Hydro ASA
Version: 2.0
EDI CONTRACT
Date: 2001-04-20
_________________________________________________________________________________________
Attachment F:
Bank Service Agreements
____________________________________________________________________________________________________________
C:\Data\EDI\Standard EDI Contract.lwp
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