| | 3.__Substantive law.__The terms of a contract are determined | by the substantive law applicable to it. |
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| §9415.__Time and place of sending and receipt |
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| | 1.__Sending.__Unless otherwise agreed between the sender and | the recipient, an electronic record is sent when it: |
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| A.__Is addressed properly or otherwise directed properly to | an information processing system that the recipient has | designated or uses for the purpose of receiving electronic | records or information of the type sent and from which the | recipient is able to retrieve the electronic record; |
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| B.__Is in a form capable of being processed by that | information processing system; and |
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| C.__Enters an information processing system outside the | control of the sender or of a person that sent the | electronic record on behalf of the sender or enters a region | of the information processing system designated or used by | the recipient that is under the control of the recipient. |
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| | 2.__Receipt.__Unless otherwise agreed between a sender and the | recipient, an electronic record is received when it: |
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| A.__Enters an information processing system that the | recipient has designated or uses for the purpose of | receiving electronic records or information of the type sent | and from which the recipient is able to retrieve the | electronic record; and |
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| B.__Is in a form capable of being processed by that | information processing system. |
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| | 3.__Physical location.__Subsection 2 applies even if the place | the information processing system is located is different from | the place the electronic record is deemed to be received under | subsection 4. |
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| | 4.__Place of business.__Unless otherwise expressly provided in | the electronic record or agreed between the sender and the | recipient, an electronic record is deemed to be sent from the | sender's place of business and to be received at the recipient's | place of business.__For purposes of this subsection, the | following rules apply. |
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| A.__If the sender or recipient has more than one place of | business, the place of business of that person is the place |
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