EDI agreement

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An EDI agreement is a framework agreement between two companies to avoid legal, tax and procedural uncertainties in Electronic Data Interchange (EDI; German: Electronic data exchange). A typical EDI agreement consists of a contract text and a so-called "technical appendix", which can also be modified after the contract has been concluded. The EDI agreement is also available as a template from various institutions, usually referred to as an EDI model agreement.

The three basic forms of the model agreement (history)

The EDI agreement is available as a model agreement in three basic forms, which are differentiated according to the scope: First, the original form as a complex contract, second, in the medium scope and third in the short form only for the so-called EDI procedure for input tax deduction on electronic invoices.

The original form - typical representative: German EDI framework agreement

The characteristic of the original form of the EDI agreement is that it tries to regulate as many details as possible and is accordingly very extensive. This long form was very important in the early days of EDI when it came to converting business processes from paper forms to electronic forms (such as orders or delivery notes), for which many things had to be explicitly agreed in advance due to insufficient legal bases, a lack of court rulings and, in particular, a lack of commercial usage .

A typical representative of the original form is the "German EDI framework contract" from the Working Group for Economic Administration (AWV) from May 1994. This sample contract is also available in an official English translation including comments.

The need for an agreement in the early days can already be seen from the fact that the "German EDI Framework Agreement" consists of 22 paragraph articles and twelve appendices. EDI model contracts created later are all shorter, but the “Definitions” chapter has been retained for all of them.

In the pioneering days of EDI, the evidential value of an electronic document was particularly controversial. The "German EDI Framework Agreement" makes do with its own chapter "§ 10 Evidence", in which the parties undertake "[...] not to dispute the evidential value of electronic documents and electronic deeds either in arbitration, in or out of court." This passage is often no longer found in EDI model contracts because it has been replaced by a binding, consistent use of security procedures in data transmission that are recognized by law and courts.

Based on the twelve annexes of the German EDI framework agreement, the pioneering days of EDI can be felt when even the test phase is specified as Annex 4 with a preliminary operation. Back then, every EDI connection was an IT project, whereas today it is handled in regular operation.

Medium size - Typical representative: European EDI model agreement

The Council of Ministers of the European Union recognized the electronic data exchange by means of EDIFACT as an economic promotion of a common internal market and initiated the two research projects TEDIS I and TEDIS II (Trade Data Interchange System). The European Commission took up the TEDIS results by significantly simplifying the legal framework for EDI in Europe through two measures:

  • European EDI model agreement (Recommendation 94/820 / EC) of October 19, 1994
  • European VAT system (Directive 2006/112 / EC) of November 28, 2006

Through the VAT System Directive of 2006, the electronic invoice was recognized throughout the EU if it was created in one of the ways described in Article 233. Recognition was expressly listed there if the electronic invoice is based on the European EDI model agreement (Recommendation 94/820 / EC). This then led to the rapid spread of EDI agreements, especially in Germany, because they allowed electronic invoices for input tax deduction to be submitted inexpensively using an advanced signature. Without an EDI agreement, German VAT law required the expensive qualified signature .

With the revision of the European VAT system through Directive 2010/45 / EU, the electronic invoice was put on an equal footing with the paper invoice, in that technological and organizational measures previously listed for selection, such as the EDI process, were downgraded as "exemplary solutions".

The German sales tax law was adjusted accordingly in 2011. In a letter from the Federal Ministry of Finance dated July 2, 2012, it was specified that the equation of electronic invoices goes so far that the same verification mechanisms are sufficient as with a paper invoice, i.e. H. The authenticity of the origin and the intactness of the data can be ensured through the same internal control path of the classic invoice verification - completely independent of digital signatures, for example . Companies are free to continue exchanging invoices using a newly concluded EDI agreement.

The short form - Typical representative: Industry model agreements

In the course of time, the legal regulations and general commercial practice became more and more reliable when dealing with electronic documents. In the case of many business processes, the need for a special EDI agreement was no longer necessary, or it was moved as a sub-section to other framework agreements such as the supplier framework agreement.

As a result, the EDI framework contract was reduced in many industries as a purely special contract from German sales tax law for the recognition of electronic invoices using the EDI process. Today's industry model agreements are only tailored precisely for this purpose of the EDI process and are accordingly very short in scope.

An industry-neutral short form is also standardized via DIN SPEC 16567 with Appendix A with only seven pages.

Since the BMF letter of 2012, the EDI framework contract for the recognition of electronic invoices has lost its exceptional status (see previous chapter ). The existing EDI model contracts are still available for download, but mainly because their member companies either want to continue to use the old law or want certain technical and organizational standards to be guaranteed in operational operations. In the latter case, the EDI framework agreement is meaningless to the tax office.

Below are three typical representatives of industry model agreements:

  • Example of the automotive industry
The EDI model contract from the Association of the Automotive Industry (VDA) has the special feature that it explicitly lists current laws such as GDPdU and GoBS in the “Definitions” chapter and also offers a special EDI model contract variant for the use of an EDI service provider.
  • Example trade
The EDI model contract is not issued by a trade association in retail, but by the service provider GS1 . This model contract is very similar to the European EDI model agreement, but the technical appendix is ​​very short with two pages.
  • Take the energy industry as an example
The EDI model contract from the Federal Association of Energy and Water Management (BDEW) has the special feature that it is extremely short because the state regulation of the energy industry has stipulated many binding details on EDI. Even without an EDI agreement, the Federal Network Agency has strict specifications with regard to data formats and their use in business processes, including communication guidelines and general specifications. The importance of the EDI framework agreement in the energy industry was limited to three facts that must be affirmed with a signature because the Federal Network Agency could not initially stipulate this binding: invoices via EDI procedure, use of the advanced signature and encryption of electronic forms. Since the metering point operation Act (MSBG) with §§ 75, the Agency also gained determining competence for data protection and IT security. As a result, on December 20, 2016, the recommendations of the communication guidelines became the mandatory document Regulations on Transfers (RzÜ). For historical reasons, the mandatory sample framework agreements of the Federal Network Agency have not been updated, so that they still contain the outdated EDI agreement including outdated technical conditions.

Bilateral EDI agreement

Large companies can also specify their conditions for smaller trading partners with EDI. A characteristic feature is that no source of a model contract is cited, so that it is not immediately apparent which conditions have been tightened. In some cases, these bilateral EDI contracts also contain specific regulations on how the smaller partner can carry out certain processes manually via a web interface ( WebEDI ) , if necessary also in an emergency (instead of using his own EDI system via a direct connection).

Norms and standards

  • DIN SPEC 16567: 2012 (Electronic business - model of an agreement on billing with structured electronic data interchange (EDI), with CD-ROM)

Individual evidence

  1. ↑ a b c AWV 1994: German EDI framework contract, brochure with CD-ROM, self-published without ISBN , data set from the German National Library . Pure text of the contract without attachments, commentary, translation and arbitration tribunal also online , accessed on May 9, 2013.
  2. ↑ eur-lex.europa.eu / ... - European EDI model contract according to Recommendation 94/820 / EC of the European Commission of October 19, 1994 (Official Journal No. L 338 of 28/12/1994 p. 0098 - 0117)
  3. ↑ eur-lex.europa.eu / ... - Council Directive 2006/112 / EC of November 28, 2006 on the common VAT system (Official Journal No. L 347 of 11/12/2006 p. 0001-0118)
  4. ↑ eur-lex.europa.eu / ... - Council Directive 2010/45 / EU of July 13, 2010 amending Directive 2006/112 / EC on the common VAT system with regard to invoicing regulations (Official Journal No. / 07/2010 pp. 0001 - 0008), there in particular from "Articles 232 and 233 are replaced by the following:" (by full-text search).
  5. ↑ a b c bundesfinanzministerium.de / ... - BMF letter (IV D 2 - S 7287-a / 09/10004: 003) "Sales tax; Simplification of electronic invoicing as of July 1, 2011 by the Tax Simplification Act 2011" (PDF -File)
  6. ↑ vda.de / ... - 4938 T1 - Process framework for the exchange of electronic accounting documents using EDIFACT without digital signature (PDF file)
  7. ↑ gs1-germany.de / ... - Download the PDF documents in the chapter "GS1 Germany model agreements"
  8. ↑ bdew.de / ... download page EDI framework agreement and technical appendix ( Memento from April 30, 2013 in the Internet Archive )
  9. ↑ BDEW Federal Association of Energy and Water Management e. V .: edi-energy.de edi @ energy. Electricity and gas data formats
  10. ↑ edi-energy.de - Download the current version of the communication guidelines there ; See Chapter “6.2 Encryption and signature of e-mails” with optional wording in the event that a market partner requires it, instead of being formulated as mandatory as other components.
  11. ↑ Ruling Chamber 6 and Ruling Chamber 7: Determinations in the administrative procedure for adapting the specifications for electronic market communication to the requirements of the law on the digitization of the energy transition (Ref .: BK6-16-200 and Ref .: BK7-16-142). In: bundesnetzagentur.de. December 20, 2016, accessed on February 29, 2020 (see PDF file "BK6-16-200 Decision of December 20, 2016 " in Chapter 5.).