Recommendation No. 31

Electronic Commerce Agreement (E-Agreement)

Author/Source:UNECE through its UN Centre for Trade Facilitation and Electronic Business (UN/CEFACT)

Year of adopting/publication: 2000 (first version)
Document reference: ECE/TRADE/257

Link to the document on the internet: Recommendation No. 31

Purpose: This recommendation proposes a model E-Agreement. The agreement is intented to serve the commercial requirements of business to business (B2B) electronic commerce transactions, on the basis of a sound legal framework. This contributes to build trust between partners for to the transaction.

Summary: The E-Agreement consists of two parts:

  • The instrument of offer, whereby the proposer (e.g. the buyer) offers the accepter (e.g. the seller) to enter into commercial contract by electronic means and sends the terms under which is ready to do this. The instrument of offer includes provisions on the identification of the proposer, communication aspects and methods, validity and conclusion of the electronic transaction, choice of the law, termination, etc.

  • The instrument of acceptance, which is submitted by the accepter (e.g. the seller) in case of acceptance of the terms proposed in the instruments of offer. The instrument of acceptance includes provisions on the identification of the accepter and forms of communication.

Signature is not mandatory since the terms of the Agreement between the two parties (e.g. buyer and seller) are clear from the exchange of the two instruments. Though the Agreement could be used in relationships between businesses and consumers, it does not incorporate any provisions relating to consumer protection. Furthermore, appropriate revisions will be required if the E-Agreement is to be used with administrative or official agencies. NB: This agreement is for commercial partners engaged into contractual relations based on a combination of electronic commerce technologies including EDI. Commercial partners engaged into a contractual relation based exclusively on EDI are recommended to use the EDI agreement proposed in UNECE Recommendation 26.

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