Eaton Yale Company Electronic Commerce Agreement

THIS ELECTRONIC COMMERCE AGREEMENT (hereinafter called the “Agreement”) is made effective and entered on the recorded day of acceptance by and between the accepting party, (hereinafter referred to as “Customer”), and Eaton Yale Company.

Customer and Eaton Yale Company desire to facilitate purchase and sale transactions by electronically transmitting and receiving data. The parties are mutually desirous of implementing electronic data interchange (“EDI”), XML or any other proprietary file formats (spreadsheets), and/or a direct customer order entry system (hereinafter referred to as “Vistaline”) by which they can transact business.

To achieve that goal, the parties agree as follows:

  1. Terms and Conditions - This Agreement is considered a supplement to, and is incorporated into, any agreement between the parties regarding the purchase and sale of products, including the Eaton Yale Company Distributor Agreement where applicable. The Customer agrees to purchase the products which may be ordered by Customer, and Eaton Yale Company shall sell the products which may be ordered by the Customer, through EDI, XML or other proprietary file formats (spreadsheets), Vistaline, Global Vistaline on the Web, E-Catalog, or Bid Manager subject to the terms and conditions set forth in Eaton Yale Company Selling Policy 25-000.
  2. Standards - All EDI documents shall be transmitted in accordance with published industry standards which are agreed upon by the parties, such as the American National Standards Institute ASC X12 Series of standards, the National Association of Electrical Distributors standards, and EDIPro standards.
  3. Third Party Service Providers - All documents will be transmitted electronically to each party either directly or through any third party service provider with whom either party may contract. Either party may modify its election to use, not to use, or change a third party service provider only upon thirty (30) days prior written notice and with the prior written consent of the other party hereto. Each party shall be responsible for the costs of any third party service provider with which it contracts. Each party shall be liable for the acts or omissions of its third party service provider in transmitting, receiving, storing or handling documents.
  4. Security Procedures - Each party shall properly use those security procedures which are reasonably sufficient to ensure that all transmissions of documents are authorized and to protect its business records and data from improper access. Each party shall be responsible for safeguarding the integrity of the Eaton Yale Company computer system(s), which may be sensitive, proprietary, and / or confidential. Each party issued access is responsible for the Logon Id and all access made on its behalf and will take reasonable steps needed to keep Logon Id and passwords confidential.
  5. Verification - Upon proper receipt of any document, the receiving party shall promptly and properly transmit a functional acknowledgment in return, unless otherwise agreed by the parties.
  6. Validity and Enforceability - Any document properly transmitted pursuant to this Agreement shall be considered to be a “writing” or “in writing”. Each party shall use an appropriate identification number, such as a Vistaline ID or DUNS Number, which is affixed to or contained in each document transmitted by such party in order to identify the document as properly authorized. Any such document which carries or contains such identification number will be presumed to be valid and shall be deemed to constitute an original when printed from electronic files or records maintained in the normal course of business.
  7. Course of Dealing - The conduct of the parties pursuant to this Agreement shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties.
  8. Nuclear Application - The parties acknowledge that the Customer may have special requirements for products that are intended for a nuclear application. In that event, the Customer agrees not to place such an order through EDI, XML or other proprietary file formats (spreadsheets), or Vistaline, but rather through the appropriate Eaton Yale Company sales office.
  9. Termination - The Customer may, at its option, cease placing orders through EDI, XML or other proprietary file formats (spreadsheets), or Vistaline at any time. Eaton Yale Company may terminate or restrict the Customer’s access to EDI, XML or other proprietary file formats (spreadsheets), or Vistaline at any time. The parties agree that no notice of termination of the use of EDI, XML or other proprietary file formats (spreadsheets), or Vistaline shall be required. Termination shall not affect the obligations of the parties arising under any documents or otherwise under this Agreement prior to the effective date of termination.

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