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Trading Partner Agreement
This ELECTRONIC COMMERCE TRADING
PARTNER AGREEMENT, dated as of ___/____/___ , shall govern the exchange of
business documents and transactions conducted by means of Electronic Commerce
(EC) by and between TMX Inc., a Michigan Corporation, with its principal office
in Detroit, Michigan, a Subsidiary of Thyssen Inc., a Delaware Corporation, to
be executed through ("TMX") TMX Aerospace, a Division of Thyssen
Inc., hereinafter referred to as "Service Provider", with its
principal place of business at :
TMX
Aerospace Division
and
__________________________________, hereinafter referred to as "Boeing
Supplier", with its principal place of business at
________________________________________________________________________________________________________________________________________________________________________.
This agreement is issued for
the Boeing Supplier to cover electronic transmissions relating to the purchase
of goods and services as may be required by the Boeing Company and all its
subsidiaries and divisions.
1.0 Scope
Boeing Supplier and Service
Provider agree to establish and maintain the required facilities for the
exchange of business information and the purchase and delivery of products by
means of EC transactions in substitution of exchanging conventional paper-based
documents. Boeing Supplier and Service Provider intend that contracts formed by
electronically transmitting information will be as enforceable as contracts
formed by exchanging paper documents.
All such exchanges and
transactions shall be conducted in accordance with the terms and conditions as
set forth in this agreement except to the extent that the parties may otherwise
mutually agree in writing.
2.0 Terms and Conditions
These terms and conditions
govern the electronic transmissions between the Boeing Supplier and the Service
Provider to facilitate electronic commerce. The terms and conditions governing
the underlying purchase and sale of products and services between The Boeing
Company and the Boeing Supplier shall be as set forth on the TMX Aerospace Web
Site as of the date of the order or as established in a written agreement
between The Boeing Company and the Boeing Supplier. In the event of a conflict
between the terms and conditions on the TMX Aerospace Web Site and a written
agreement between The Boeing Company and the Boeing Supplier, the written
agreement shall control.
3.0 Business Communications and Cost
Allocation
Boeing Supplier and Service
Provider are prepared to transmit and receive business communications via the
Internet including through the TMX Aerospace Web Site using Microsoft Internet
Explorer or Netscape Navigator/Communicator, standard email and ftp.
Each party shall be
responsible for their respective costs of maintaining their Electronic Commerce
software applications and Data Communications to participate in the business
communications. Each party will be responsible for those costs associated with
sending communications to the other party's electronic address and retrieving
communications received in their electronic address.
4.0 Responsibilities
1.
Proper Receipt:
Electronic transactions shall be deemed to have been properly received at such
time as accessible to the receiving party at the receiving computer at such
party's provider mailbox designated
as :_______________
2.
Upon proper
receipt of any Request or Acknowledgement document, each party shall promptly
and properly respond in return to confirm proper receipt. Confirmation
notification shall constitute conclusive evidence that a transaction has been
properly received. It is the responsibility of the sending party to ensure that
transactions have been successfully sent by monitoring unsuccessful
transmission processing.
3.
Electronic Mailbox
Retrieval Schedule: Each party agrees to retrieve incoming documents twice each
work day during normal work hours, unless requested in writing by the other
party to check more frequently. This requirement shall not apply to weekends,
holidays in the
4.
Faulty
Transmission: Each party will immediately take steps, including retransmission
if necessary, to verify any electronic business communication that is obviously
garbled in transmission or improperly formatted.
5.
System Operations:
Each party, at its own expense, shall provide and maintain equipment, software,
services and testing, including updating and upgrading the equipment and
software necessary to effectively and reliably transmit and receive
transactions and control documents and electronic mail message notifications.
6.
Each party will
periodically test and monitor its equipment and software to ensure that it is
adequate to reliably transmit, receive and control documents and electronic
mail message notifications.
5.0 Security and Communications
Procedures
1.
Boeing Supplier
shall designate a contract administrator, who will
be Service Provider's contact point and will be responsible for the system's
other users, as described below.
2.
Boeing Supplier's
contract administrator will fill out the registration page on the web.
Confirmation will be e-mailed to him/her instantly. Boeing Supplier will print
out the Trading Partner Agreement from the system. This agreement shall be
signed and mailed to Service Provider. Once received and validated by Service
Provider will validate the administrator's account and generate a user Id and
password.
3.
Boeing Supplier's
administrator will then be telephoned by Service Provider to inform them of
their administrator's user Id and password.
4.
Boeing Supplier's
administrator may access the system and enter the names, telephone numbers and
email addresses of authorized buyers for that Boeing Supplier. The system will
generate unique user Ids and passwords for each buyer entered. The Boeing
Supplier's administrator will inform the buyers of their user Ids and
passwords.
5.
It is the
administrator's responsibility to maintain the user profiles of the Boeing
Supplier's authorized buyers and to delete them from the authorization list
immediately upon a change of status of the buyer, i.e. termination of
employment, etc. The administrator will inform Service Provider immediately if
he/she believes that any user Ids or passwords have been compromised. Service
Provider personnel will work together with the administrator to minimize any
potential damage that may have occurred through the unauthorized use of user
Ids and passwords. However, Service Provider will not be responsible for any such
unauthorized use.
6.
The administrator
may also assign Ids to other individuals in the Boeing Supplier Company, who
will be allowed to be able to inquire about orders, get quotes etc., but will
not be able to place orders or release them. These individuals will also follow
the same security guidelines as described for the buyers.
7.
Each party shall
properly and consistently use those security procedures which are reasonably
sufficient to ensure that all transmissions of transactions are authorized and
to protect its business records and data from improper access.
8.
The Boeing
Supplier's buyers are able and encouraged to change their passwords on a
regular basis. If no activity for an authorized
security identification is posted for 90 days, the Security Access to the TMX
Aerospace Web Site data will automatically expire based on the predetermined
length of this agreement.
6.0 Transactions, Enhancements,
Functionality and Applications Procedures
Boeing Supplier acknowledges
that the system is in development and will be enhanced continuously.
Functionality descriptions and web application procedures will be posted on the
web and updated by the Service Provider as applicable. Boeing Supplier will
review them and agrees to adhere to these posted guidelines.
7.0 Changes to the Trading Partner Agreement
Service Provider reserves the
right to make changes and enhancements to this Trading Partner Agreement as it
feels necessary and will inform the Boeing Supplier in writing of any such
changes. Upon receipt by the Boeing Supplier of notice of any change or
enhancement to this Trading Partner Agreement the Boeing Supplier shall be
deemed to have accepted such change or enhancement unless the Boeing Supplier
objects within two business days to such change or enhancement in which case
this Trading Partner Agreement will automatically terminate and the Boeing
Supplier will be denied further access to the electronic commerce portions of
the TMX Web Site.
8.0 Applicable Law
This agreement shall be
governed by and interpreted in accordance with the substantive laws of the
state of
9.0 Termination:
This Agreement shall remain in
effect until terminated by either party with not less than 10 days prior
written notice. Any termination will not alter the rights or duties of the
parties with respect to documents transmitted before the effective date of the
termination.
10.0 Limitation
Neither party will be liable
to the other for any special, incidental or consequential damages arising from
or as a result of any delay, omission or error in the electronic transmission
or electronic receipt of any transaction sent pursuant to this agreement.
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<DIV
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_______________________ |
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_______________________ |
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