Credit Applications
The PurPose of A CrediT APPliCATion
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very credit professional appreciates the importance of a well thought out, informative and properly executed (signed) credit application. This document is crucial to the determination of the rights of the creditor (vendor/seller) in the event of a dispute with, or default of, a customer. Through the use of a well-drafted credit application, a credit professional may accomplish the dual goals of limiting credit risk, as well as addressing numerous contingencies that may arise in a credit relationship. A credit professional may also obtain a greater understanding of the nature of the customer’s business simply by having more information with which to formulate questions about the customer’s business dealings.This chapter discusses the credit application as a source of information as well as specific terms and conditions that may be incorporated to aid the credit professional in resolving future issues. It further discusses some critical laws that govern how credit information can be collected for com-mercial (business-to-business) credit purposes.
The CrediT APPliCATion As A sourCe of informATion
Gathering basic information about the customer, in compliance with current laws and regulations, is the core of the credit application process. In a perfect world, the credit manager should design (perhaps with the aid of counsel) a credit application that is concise and straightforward, yet contains all necessary information that will assist the credit analyst to make a credit decision, assist in the periodic review of the credit relationship, and provide support to counsel as needed, in the event of default. The credit application allows the credit professional to obtain information necessary to make decisions about a customer’s ability and willingness to meet obligations within credit terms. This information can help increase sales of a company’s products to new customers at the start of their business and to existing customers as the business grows. Credit applications can also make a significant difference in the collection of the account if a customer cannot or does not pay and must be compelled to do so through litigation.
Occasionally, obtaining information from some customers can be a sensitive issue. A customer may be disinclined to provide adequate information; unwilling to sign the credit application docu-ment; or become belligerent or uncooperative at the suggestion that the completed credit application is a prerequisite of the extension of credit. Credit grantors should keep in mind the nature of the exchange being requested: The customer wants products, merchandise or services without having to pay for them at the time of purchase. It is prudent for the credit professional to keep this fact in mind and point it out to the recalcitrant applicant. The credit application process is the credit professional’s first, and sometimes, only opportunity to protect their company from risk of loss through credit sales and/or fraud. It should be routine to ask and insist that the customer/potential customer provide all of the information being requested on the credit application. The process of acquiring the requested information from the potential customer can also be indicative of future dealings with the customer, and should be considered in the credit review process.
The most advantageous time to ask for credit information is at the beginning of any buyer/seller relationship. Once the customer has been delivered products or services, the customer may no longer feel the need to be forthcoming with information or cooperate with the credit analyst. The opportu-nity to obtain information becomes inconsequential to the customer. Yet, the information that should have been obtained at the outset of the relationship is critical to the credit manager or analyst’s credit review.
The credit application is an invaluable tool in identifying and preventing fraudulent activities. The more recalcitrant or uncooperative a customer or potential customer is when asked to answer a few judiciously placed questions, the more apprehensive the credit professional should feel about a long-term relationship. This situation sometimes occurs when a customer submits its own form or other documentation that has been pre-developed in anticipation of a request for a credit application. These unsolicited credit applications generally do not consider the seller’s terms and conditions of sale and answer only those questions the customer wishes to answer. The forms may be generic information forms which do not include the required authorized representatives’ signatures or other significant information. Often, these pre-developed forms can appear to be from a seemingly large company leaving the recipient to question whether or not their own specific credit application is necessary. The credit professional should always insist that their own credit application be completed and signed by an authorized representative of the buyer or potential customer, who indicates their capacity to sign. Along the same line is the “rush” order from a buyer that has no established credit with the supplier of goods who is willing to pick up the merchandise and needs credit immediately. The credit profes-sional may be tempted or feel pressure to forego established credit approval methods and techniques, only to be left without adequate information when trying to collect payment from this customer at a later date.
The credit professional should always attempt to follow a prescribed process when evaluating and approving a credit request. Extracting information on a signed credit application before delivery of product or service is the only factor that changes an otherwise argumentative situation and provides a basis for negotiation and/or enforcement of terms.
Basic Credit Application information legal naMeofthe Business
Don’t lose before getting started. If it becomes necessary to go to court, bringing action against the correct person or entity is a must. If the name of the entity is not correct, the case will likely be dismissed. In some industries, it is not unusual for a customer to use a commonly known name, or an assumed name, rather than the name under which the company is registered. Make sure the credit application asks the applicant to provide such information at the outset. Then, be sure to contact the Office of the Secretary of State and/or to search other licensing records before approving the credit request. That way, if a suit is ultimately filed, the proper information will be on hand.
the entity itself
Sometimes the name of the entity also indicates the customer’s form of business (e.g., Brown Company, Inc., or Brown Company, LLC). It is, nonetheless, important to ask on the credit applica-tion whether the company seeking credit is a corporaapplica-tion, Limited Liability Company, proprietorship, partnership or something other than those categories provided on the application. How a company is structured may provide information for an eventual course of action to take should additional information, or a form of security, be necessary as well as against whom legal action will be filed in the event of default. For example: The personal guarantee of a corporate officer, principal of a cor-poration or a member of an LLC is necessary to pursue the personal assets of those individuals who control a business entity that is incorporated or structured as an LLC. However, a personal guarantee is unnecessary if the customer is structured as either a proprietorship or general partnership.
trade referenCesand inforMation
Credit references from trade suppliers (trade references) are a first-level source of information about potential and existing customers. Asking the customer for trade references is a means to determine how the applicant may be expected to pay the supplier to whom application has been made. However, it is debatable how much weight trade credit references alone should bear on a credit decision. There is a natural tendency for an applicant to list only the best references, thereby making this information suspect if it will be the only source used to decide if open, unsecured credit
is warranted. An all-positive trade credit history may even create a false sense of security causing the credit manager not to investigate further. This could prove to be costly, in terms of credit risk, if the applicant provided only references that it pays promptly.
Many times, resources inside the industry, such as a group of like suppliers that might also sell to this applicant and third-party business credit reporting agencies (NACM, Experian, Equifax and D&B), can offer relevant data that will support the decision-making process to extend, limit or decline credit terms. New credit offerings by companies such as NACM should be explored as well.
Trade credit references and reports can also be used to update information about the customer after an open account has been established to determine if an increased credit line or limit is warranted or if a line/limit should be reduced. Informed credit professionals keep asking questions if there is limited or questionable information available or offered when starting their investigative process. The perceptive credit professional cultivates an attitude of “optimistic skepticism,” making the objec-tive to sell every company that applies for credit, but always investigating everything thoroughly and securing agreement to all terms and conditions that protect the credit grantor.
Today’s credit professional is often confused about (1) asking for, or exchanging, business credit information with another creditor; (2) whether or not they must obtain permission from the customer before seeking information from another commercial/business credit grantor or competitor; and (3) procuring a business credit report from one of several business credit information agencies. The current and established guidelines for these circumstances follow:
• No permission from the customer is required to obtain current commercial/business credit infor-mation from another trade supplier. In the front part of this volume, please see the “Canons of Business Credit Ethics” relating to the proper exchange of credit information among creditors and competitors.
• No permission is required from the applicant/customer to obtain a commercial/business credit report from any third-party commercial/business credit reporting agency. (The exception to this rule is when a consumer credit report on a principal or owner is necessary to make or confirm a decision to grant or review credit.) It is not required to obtain permission to request from another trade creditor the credit history of a business entity. The misconception in this area seems to stem from consumer credit privacy laws, which absolutely require permission to obtain personal credit information. Banks also have internal policies that require their cus-tomers to authorize the release of banking history to trade suppliers. However, policies vary among institutions as to whether or not an individual bank will release the banking history of a customer for commercial/business trade credit purposes without permission from that bank customer who may have provided the bank as a reference when making application for credit from a trade supplier.
The Antitrust Division of the Federal Trade Commission governs the gathering and dissemination of commercial/business credit information based on competition and restraint of trade while the Fair Credit Reporting Act and various consumer privacy protection agencies and regulators govern the gathering and dissemination of personal consumer information. (See Chapter 10 for additional infor-mation about the FCRA and other related consumer credit and privacy regulations.)
Trade credit grantors enjoy the luxury of a free flow of appropriate and applicable credit informa-tion. Treatment of the information by the receiving party requires a willingness to share that infor-mation when asked and to maintain confidentiality upon receiving such inforinfor-mation from another business credit grantor.
Information that can be requested includes:
• How long has the company sold to the applicant? • When was the last sale?
• What was the high credit amount provided to the applicant?
• What is the account balance? How much is current? How much is past due (30-60-90+)? • What are the credit terms? (Note: This data is sometimes considered proprietary and is therefore
• Have any liens or lawsuits been filed? (Note: This information may also be obtained and/or confirmed by searching local and county public records.) Be sure to check for tax liens as well. Questions and responses should be limited to only those transactions that have occurred in the past and have been completed. No mention of future actions may be stated or considered. Likewise, all inquiries and replies must be based on facts with no conjecture or recommendation regarding the business or its principals.
Information exchanged with another credit grantor must be treated with confidentiality. The identity of the inquiring party and the responding party should only be disclosed with each party’s specific permission and in writing when possible.
Bank inforMation
Many banks have policies concerning the release of customer information. Even though current laws do not prevent banks from providing information on the business/commercial bank customer, many banks have chosen to adhere to a standard “no information” policy. Banks are often limited to a larger degree because of banking regulations intended to protect bank information related to con-sumers. As a result, banks are inclined to view every credit inquiry as if it were a consumer inquiry and, therefore, decline a response to the request. Some banks will respond when they have written authorization from their customer to release information but may charge a fee to the inquirer.
When asking a bank for credit information, a credit professional should know that the Risk Management Association (RMA), a commercial bankers’ association formerly known as Robert Morris Associates, has provided bankers with a prescribed format for answering inquiries from busi-ness/trade credit grantors and encourages commercial lending departments to answer inquiries from trade creditors according to this format and, in turn, require reciprocation.
To help credit personnel obtain bank information on a customer, consider creating a separate signature line in the bank information section of the credit application for the customer/applicant to authorize the release of bank information on commercial or business accounts. Suggested language follows:
“I hereby authorize the bank named herein to release information requested for the purpose of obtaining and/or reviewing my company’s credit from time-to-time.”
The CrediT APPliCATion As A ConTrACT
The properly executed credit application becomes a binding contract once signed by the customer to confirm agreement to its terms and conditions. Remember, the process of obtaining the signed application is a negotiation. As such, inclusion of all provisions in the credit application that are intended to protect or benefit the seller/vendor/credit grantor is the objective. Negotiation generally means that each party to the contract will achieve its goal. The creditor should secure answers to questions and agreement to terms and conditions. The applicant should receive goods or services on credit terms. Negotiation also means that if certain questions are not asked and/or appropriate terms and conditions are not included in the credit application, then they most certainly will be more dif-ficult to obtain after the account has been opened.
One way to think about this process is to consider every possible situation that could create an adversarial relationship with a customer, and then include in the credit application language intended to address each issue. (Several issues will be addressed in this chapter; however, every industry and each individual company should address those specific issues relevant to their own business/indus-try.) Again, a customer or potential customer may negotiate some items, but the point here is that some discussion should take place prior to the formation of a relationship that may avert an otherwise adversarial and potentially costly situation later. Negotiation of a term, or terms, may be acceptable depending on the specific term(s) being discussed. But the credit application contract/agreement should be a reflection of the trials and tribulations a company has experienced over time. A credit professional can write language to cover situations experienced and then include in the credit applica-tion terms to prevent those specific occurrences from repeating themselves.
Basic Credit Application Terms and Conditions
stateMentof Credit poliCyand terMsand Conditionsof sale
Agreement to terms and company credit policies are legally binding on customers if the credit application includes such terms and policies to be agreed to within the credit application and the credit application document is signed. The credit application is the only document necessary to form a contract for open account credit, but it may not supersede a bid proposal or a subcontract agreement entered into by a supplier or subcontractor for which agreement to terms is a condition of the letting of the job or project. The credit application sets forth the agreement between the two parties (seller/ vendor/credit grantor and buyer/customer/credit applicant) and describes and defines the terms and conditions upon which the parties will do business. A statement describing when payments are due and where they are to be made is the primary objective:
“All invoices are due [per credit grantor terms]. All amounts for purchases from [name of credit grantor] are payable at [address]. COD restrictions may be placed on any past due account. I (We) agree to pay account promptly within terms stated.”
interest Charges/late payMent Charges/other fees
It is important to avoid running afoul of state usury statutes, which may occur if language that addresses the issue of charging interest, late payment fees or other forms of finance charges is not included in the credit application. Although most state usury statutes deal with consumer transac-tions, a customer may make a credit purchase using the business/trade credit account but then use the items purchased for their own personal use. The law defines this type of purchase as a consumer transaction; therefore, it is treated under the usury statute of the state in which the transaction takes place.
The law governs this issue according to how the product or merchandise is used—not on how the product or merchandise is purchased. A usury problem can occur whenever a credit grantor assesses interest, finance, late or similarly named delinquency charges. Even though a credit application may include language that says the customer understands that they are applying for business credit, the credit application contract terms will not prevail if any term violates usury law. In this case, the law defines the purchase based on how the product or merchandise is used. If the products purchased on credit are used for “personal, family or household use,” then the transaction is of a consumer nature and consumer credit laws apply, including the amount of interest that may be assessed, regardless of the contract language in a credit application. State statutes vary and penalties may apply. It is advisable to consult the Interest Table in Appendix A for information about each state’s usury rates.
Suggested language for assessing interest charges or late fees without violating state usury statutes when a credit sale is made for commercial or business purposes:
“All invoices are due [credit grantor terms of credit/sale]. A service charge of one and one-half percent (1½% per month), or eighteen percent (18%) per annum, may be assessed on delinquent invoices but not to at any time exceed the highest legal rate of interest legally allowed.”
This language may help to avoid a usury violation in states where the credit grantor may unknow-ingly make a consumer transaction to a customer for goods or services on open account and later attempt to collect any form of late payment charges on the transaction. This language will also help credit grantors prevail in the event of litigation involving collecting interest on non-usury commer-cial or business transactions. Courts will generally allow the interest rate agreed to in the signed credit application document as long as the goods or services were not used for personal, family or household use.
It is noteworthy that the amount of interest agreed to between commercial/business buyers and sellers is the amount that can be collected as long as there is a signed agreement between the parties. Basically, there is no usury rate statutorily governed between two parties that are involved in busi-ness credit transactions as long as materials or merchandise is not used for “personal, family or
household purposes” and the credit application, including this term or condition, is signed by the customer or authorized representative.
For more information on interest and usury, please see Chapter 4 under the heading titled “Interest and Usury.”
Venue
Venue means “location.” The intent of language that deals with venue on a credit application is to keep any subsequent litigation that may arise in the credit grantor’s location. Without this provision, the credit grantor could be required to travel to the customer’s location (or venue) to bring suit or to defend a lawsuit. Here is an example of venue language:
“Applicant agrees that all issues and disputes relating to any credit arrangement extended here-under shall be governed in accordance with a competent jurisdiction chosen at the discretion of [creditor] and that applicant expressly waives its venue rights without reference to conflicts of laws or legal principles.”
In the alternative, the language set forth above could be changed to identify a specific venue, such as the state or federal courts in Dallas County, Texas, or any other location deemed appropriate by the creditor.
third-party ColleCtion feesand attorneys’ fees
At the outset, each party to a lawsuit must pay its own court costs, any related fees and attorney fees. While these costs and fees may ultimately be awarded to the prevailing party of a lawsuit, they do not automatically cover third-party collection agency fees, unless the parties have agreed that the creditor may recoup all costs of collection (including those paid to a collection agency) whether or not the debtor is sued. With a provision in the credit application that the customer agrees to pay or indemnify the creditor whether or not a lawsuit is filed, the creditor then can recover fees paid to a collection agency. Sample language is as follows:
“In the event of default, and if this account is turned over to an agency and/or attorney for collec-tion, the undersigned hereby agrees to pay all reasonable fees and/or costs of collection whether or not suit is filed.”
In some, states, attorneys’ fees may be automatically awarded to the prevailing party. However, if language similar to the sample above is not included stipulating payment of third-party collection agency fees, courts generally do not award those fees. In addition the costs of collection may be added to the original debt to be collected by a third-party collection agency regardless of whether or not the matter is litigated.
Changeof ownership
Frequently the credit professional will encounter a change of ownership of a customer. The new ownership may be the result of an acquisition or merger of the business, or it may be the result of the same owner, principal or management changing the status of the entity (i.e., a proprietorship or general partnership incorporating or creating a Limited Liability Company). The credit department can require notification of such a change in entity status by stipulating in the credit application the following condition to obtaining credit:
“We [customer/credit applicant] understand that we must notify [credit grantor/supplier] in writing, and by certified mail, of any change in ownership, whether in the name of the entity or in the business structure of the entity under which credit is established, no later than 30 days after such change is effective.”
Inclusion of this or similar language may personally bind the principal of a customer who sells the business or inventory to a new owner or who changes the status of the entity at some point after
the establishment of business credit without providing notice. Such a modification (e.g., from pro-prietor or partnership to corporation or LLC) shifts the liability for purchases made after the change and affords protection from personal liability by virtue of the new status. Without knowledge of this event, the credit professional could unwittingly sell on open account terms to a customer when a personal guarantee might have been in order. It is imperative to then reevaluate the credit before continuing a relationship with the new owner or entity by way of a new credit application. It really is a new credit relationship and should be treated as such.
CertifiCationof use
The objective for this term is to attempt to avoid a defense by a customer that buys products/ merchandise from a business credit grantor on open account ostensibly to use in a business manner but instead uses the products/merchandise for “personal, family or household purposes.” Such usage shifts the transaction from business credit to consumer credit and, thereby, invites consumer protec-tion defenses. The following language is suggested:
“I (We) certify that this request is for the extension of credit for business purposes only and is not intended for the extension of credit for personal, family or household purposes.”
Bear in mind that the nature of the transaction itself will dictate the outcome of this defense. How products/services were used is what a court will consider. Nonetheless, this language remains an important part of the credit application because it clearly states the intention of the parties entering the credit agreement/contract and puts the customer on notice that the creditor should be notified of a purchase that will be used for “personal, family or household purposes.” (Certification of use lan-guage may not be necessary for every industry or business unless a credit customer can potentially utilize products purchased for “personal, family or household use” status.)
Additional or Alternative Terms and Conditions
There are more provisions that can be included on the credit application that may help in certain industries and businesses or under certain circumstances. A credit professional may include these terms on the credit application as supplemental language to other terms and conditions or as replace-ment language for items discussed that do not apply to certain industries or businesses.
Below are some additional common terms and conditions to consider when developing or revising a credit application. These and the terms and conditions discussed to this point can be incorporated into any credit application at any time and become effective upon notice to existing customers. Selected items may be incorporated as they are applicable to each business. Any term or condition can also be presented as an addendum to a credit application agreement.
waiVer/dutyto inspeCt
This provision requires a customer to inspect and/or register complaints within a specific period of time or waive the right to do so for payment purposes. This language strengthens the case for prompt collection of delinquent accounts and avoids the practice of some customers who withhold payment of any portion of an invoice when there is a dispute on a smaller portion of the invoice or statement. Sample language follows:
“Applicant agrees to examine immediately upon receipt, each of [creditor’s] invoices and/or state-ments, and to advise [creditor] of any disputed transactions or billings/statements within 10 days of receipt, together with a written statement specifying the reasons for such dispute. Failure to notify [creditor] of any dispute with respect to defective goods or billing shall constitute a waiver of all such disputes.”
esCheatMent/inaCtiVity
Every state has legislation that requires individuals and companies to escheat, which is defined as the “reversion of property to the state in consequence of a want of any individual competent to
inherit” (Black’s Law Dictionary, Abridged Sixth Edition, 1991). Escheatment is commonly known as Abandoned Property Laws.
Escheatment includes all forms of property, both tangible and intangible, including a customer’s credit balance. Escheatment laws provide that the state becomes the legal owner of abandoned prop-erty based on the concept of state sovereignty. To reduce a vendor’s escheatment exposure, a credit professional may consider imposing any reasonable inactivity fee to the items that could create a claim by state statute such as a credit balance. Sample escheatment language follows:
“[Creditor] imposes an inactivity fee of $_____ per month against any credit balance presumed abandoned by applicant. An account is presumed abandoned if there is no activity for one year.”
OR
“[Creditor] reserves the right to assess a reasonable monthly service charge on all accounts on which an unused credit balance exists. (A reasonable monthly service charge may be represented as a percentage assessed on a monthly basis.)”
rightof offset
Offset is defined as “a deduction; a counterclaim; a contra claim or demand by which a given claim may be lessened or cancelled; a claim that serves to counterbalance or to compensate for another claim....” (Black’s Law Dictionary)
The Common Law allows commercial credit grantors to offset monies owed to them against monies they may owe to the same customer. Although the right of offset is allowable without specific terms to that effect, the sample language included here will indicate to the customer the intention to utilize this right:
“[Creditor] reserves the right, but not the obligation, to net monies due from [customer] including freight or transportation charges.”
Note: Set-off rights and recoupment are another section of law and can deal with bankruptcy, trust fund laws and/or trust fund agreements. Please see Chapter 4 “Trust Fund Laws and Trust Fund Agreements” in Volume III: Construction Issues for a discussion of these rights.
arBitration/Mediation
Consider language in the credit application that provides for binding arbitration or mediation should a dispute arise. Mediation or arbitration usually can be set in a matter of days with an arbitra-tor or mediaarbitra-tor experienced in collection or business disputes. Conversely, a hearing or trial by jury could take months or years to be heard by a judge. Arbitration is binding and eliminates litigation or trial by jury whereas mediation is not binding and does not circumvent litigation if either party is not satisfied with the mediator’s decision. The decision to add an arbitration or mediation provision in a credit agreement is one that should be made after careful deliberation with management and counsel, to ensure that all appropriate factors are considered. Sample arbitration/mediation language is as follows:
“Applicant agrees that applicant will submit all disputes to final and binding arbitration (or mediation) in [State,] in accordance with the American Arbitration Association or the National Association of Arbitrators (if arbitration is selected). Applicant agrees to be bound by the arbitra-tor’s (or mediaarbitra-tor’s) decision.”
seCurity instruMent/agreeMent
If a credit professional requests that the customer provide collateral (i.e., tangible or intangible property) as security for open credit, and the customer agrees to pledge the collateral in writing (creating a security agreement), perfection of the security agreement is required to properly secure priority in the right to such collateral. Perfection requires compliance with the terms of Article 9 of the Uniform Commercial Code, and generally requires the filing of a UCC form or taking possession
of the collateral. A credit application can provide language that creates the security interest and will then be considered a security agreement. A sample security agreement follows:
“Applicant hereby grants to the [creditor] a security interest in [ ] and any and all purchases made by Applicant from creditor (the “Collateral”), and hereby authorizes the [creditor] to execute and file on behalf of the applicant any such UCC financing and continuation statements as the [credi-tor] deems necessary to perfect its and/or its Assignee’s security interest in the Collateral.” signature/CapaCity
In order to enforce adherence to agreed upon terms and conditions, a signed credit application is necessary. A question often arises during this process: does an officer or principal of the company applying for credit have to sign the credit application agreement? It is not necessary if there is an authorized representative of the company to sign such documents, as that individual can legally bind the company to the terms and conditions of the credit application even if the signer is not a principal officer or executive of the company.
Generally speaking, under the Law of Agency, a person may do through an agent any act which might be done personally. An agent represents the principal for all purposes within the scope of actual or ostensible (apparent) authority, and all rights and liabilities which would accrue to the agent from transactions within such limit, if they had been entered into on the principal’s own account, accrue to the principal. Actual authority is that expressly given to the creditor by the principal; ostensible (apparent) authority is defined as representation or conduct of the principal, followed by dealing with the agent as thus authorized and a change in position by a third party in reliance upon the ostensible (apparent) authority.
Sample language to consider in a credit application should say substantially:
“The person executing this agreement has authority to bind [the customer] and is authorized by [the customer] to enter into the terms and conditions set forth in this credit agreement.”
Earlier in the chapter, a few scenarios were described that may arise when a customer is reluctant to sign the credit application. One such situation may occur when doing business with a large, well-known business concern that argues it should be excused from the requirement because of its size, or has policy reasons that purport to prohibit entering into such agreements. This creates a dilemma for the credit professional. Will insisting the credit application be properly executed (signed) stand in the way of making a sale to this customer? Will insistence from the credit department for a properly signed document create ill will with the customer? Will the sales department, and possibly manage-ment or ownership, require the credit departsigned document create ill will with the customer? Will the sales department, and possibly manage-ment to conform to terms included on purchase orders received from companies when no signed credit application exists? The answer is “very likely.” A signed credit application will take precedence over a later received document that would alter terms previously agreed upon and then thwart any effort by the credit department to enforce the original credit application terms.
A signed credit application can also prevent a customer’s after-the-fact effort to alter terms by their issuance of a purchase order or other document incorporating differing terms or conditions from those agreed upon in the original signed credit application document. Absent a signed application, terms initiated in a later document may prevail, causing the credit grantor to comply with unintended terms. This occurrence is commonly referred to as the “battle of the forms” and requires a written memorandum to the effect that any subsequent terms or conditions to those agreed upon in the credit application document will not prevail or supersede the original credit terms. (See Chapter 3 in this volume and Chapter 5 “The Formation, Performance and Enforcement of Contracts” in Volume I: General Business Law, Related Statutes and Collections for more information about the “battle of the forms.”)
Today’s credit professional is tasked with finding ways to say “yes” to customers regardless of information obtained and faced with customers who are disinclined to sign a credit application. If a customer is reluctant to sign the credit application document, the credit professional must then deter-mine, hopefully with input from mangement, how to manage the risk associated with the decision to
sell on open account credit without the signed document. Following are some suggestions that might be considered whenever a customer is unwilling to sign the credit application:
• Credit Card Authorization Agreement. This form can be offered to the customer in lieu of the credit application and simply means that the credit professional will charge purchases made by the customer at the time of the order. (See a sample credit card authorization agreement at the end of this chapter.)
• Electronic Funds Transfer Authorization (EFT). The customer agrees to allow the credit profes-sional to transfer funds from the customer’s bank account at the time the order is placed. (See a sample EFT authorization agreement at the end of this chapter.)
• Management Indemnification Form (or similar document). A form signed by management, or the individual who overrides the signed application requirement, protecting the credit profes-sional if the customer appeals to a higher authority than the credit profesprofes-sional in order to obtain credit without a signed credit application.
A signed credit application is pertinent only if there is no preceding signed document, such as a bid proposal, which incorporates terms if accepted by the issuer, or a subcontract or supply agreement in which agreement to terms is a condition of the letting of the job or project. The credit professional may or may not be involved in this process as these contracts and bid proposals are frequently autho-rized without input from the credit department. The credit professional can be of assistance, however, by making management aware of objectionable terms included in such contract documents and by knowing where to find resources to help their company avoid perilous terms in contracts.
[If a contract term is dubious or uncertain in nature, the rule is simple: “When in Doubt—Line it Out.” A valuable resource in such situations is the American Subcontractors Association website (www.asaonline.com).]
A Case Study in the Importance of Acting Consistently with Terms of a Signed Credit Application The following case study describes what can happen when a creditor moves forward without a signature on their credit application. The case illustrates the effect of a contract created by “perfor-mance.” (Originally published in the February 2008 issue of Business Credit magazine and written by Deborah Thorne, Esq., partner in the law firm of Barnes & Thornburg LLP.)
Crest Ridge Construction Group, Inc. v. Newcourt Inc.
The impact of terms contained on a credit application was recently illustrated in litigation between Crest Ridge Construction Group, Inc. (Crest Ridge) and Newcourt Inc. (Newcourt). Crest Ridge, a construction company, won a subcontract to build certain sections of the Liberty Science Center in Jersey City, New Jersey. One portion of the subcontract required Crest Ridge to supply architectural wall paneling for the Center. The principals of Crest Ridge began discussions with Newcourt, a low-cost foam paneling supplier. Shortly after the discussions began, Newcourt issued a price quotation to Crest Ridge which stated that it was “subject to credit department approval.” Newcourt also furnished Crest Ridge with a credit application. The terms and conditions in the credit application and price quotation did not state any specific required credit terms.
Crest Ridge returned the credit application to Newcourt a few weeks later. The completed credit application form stated that Crest Ridge had been established in 1985 and listed one banking and four trade references. Newcourt checked out the banking reference and attempted to verify the trade references. The bank reported that Crest Ridge did have an account and had an average balance of $5,000. Newcourt was not able to verify the trade references. Because it was concerned about the creditworthiness of Crest Ridge, Newcourt began to investigate other methods of guaranteeing Crest Ridge’s payment.
Meanwhile, Newcourt and Crest Ridge continued to discuss the project. Crest Ridge issued a pur-chase order to Newcourt quoting a price and referencing Newcourt’s original price quotation. New-court supplied samples of its wall paneling material, job specifications and calculations, three revi-sions of shop drawings and final drawings showing where each panel would be placed at the Center. Three months later, Newcourt wrote to Crest Ridge suspending all further work on the wall paneling
project and demanding payment in full within two weeks. The letter did not mention any credit prob-lems but instead stated that full payment was required because of the “encumbering and confusing progress and lack of receiving pertinent data necessary to satisfy the requirements on the above-refer-enced project.” Crest Ridge attempted to contact Newcourt several times but there was no response. Crest Ridge finally went to another supplier and covered with higher-priced paneling. Newcourt never shipped any paneling to Crest Ridge.
Crest Ridge sued Newcourt for breach of contract. Newcourt argued that there never was a contract because Crest Ridge did not obtain the approval of Newcourt’s credit department. The court held that although Newcourt “required” that the price quotation was subject to credit department approval, it did not act in a manner consistent with that language. It went ahead and exchanged price quotes, showed its product and acted in many ways consistent with the existence of a contract. Thus, the court ordered Newcourt to pay damages equal to the difference in amount Crest Ridge was required to pay the higher priced supplier.
Lessons to Be Learned from Newcourt
Newcourt appears to have had a credit application procedure which left something to be desired. It received references and other information that gave it reason to be concerned about whether it would receive payment from Crest Ridge. It also supplied certain terms and conditions on its credit application that Crest Ridge executed. Newcourt did not act consistently with its own terms. Although Newcourt’s credit department had apparently not given its approval, Newcourt’s behavior gave every indication that a deal had been made. It provided material samples, three revisions of shop drawings, fastening details, stipulations as to the color of each panel and final drawings showing where each panel would be placed. Crest Ridge believed that it had a contract with Newcourt. The court exam-ining these facts also believed that Newcourt acted as if a contract had been made. The court found that Newcourt’s demand that it be paid in full prior to any manufacturing or shipment was unjustified under the terms and conditions set forth in the credit application. The court noted that Newcourt did not supply any credit terms to Crest Ridge.
Courts are predisposed to finding that a contract exists. The court considering the Crest Ridge/ Newcourt dispute was no different. The court was willing to determine that based upon the terms and conditions contained in the credit application or through the actions of the parties that Crest Ridge and Newcourt had entered into a contract. In this instance, the court found that the credit application terms were for the most part disregarded by Newcourt as evidenced by its actions. Had Newcourt really wanted to rely upon its terms and specifically the requirement that its credit department must approve the transaction, then Newcourt would have had to refrain from moving ahead with performance and discussions until such time as the credit department approved the relationship or perhaps sent a let-ter stating that it could not proceed without the approval of its credit department. It did not. In fact, Newcourt acted as if a contract did exist up until it stated that payment must be made in advance. Newcourt had set up its credit application in many ways that should have protected it, yet Newcourt acted inconsistently in such a way that the court found that its actions dictated the terms of its contract and it was found to have breached the contract.
important “Below the signature line” Considerations
Discussions to this point have concentrated on items that should or could be included “above the signature line” on credit applications. In other words, stipulating terms in the credit application prior to or above the signature line means that the signatory agrees to each term of the document that appears above that signature line.
The following “below the signature line” terms and conditions either are (1) mandated by law to be separated from the general terms and conditions of the agreement and may require additional or new signatures, or (2) are of the nature of a general notice and do not require a signature. In either case, they should appear on the credit application or as an addendum to the credit application and require signatures in addition to the agreement to terms in the proceeding section.
fCra, the ftC and authorization issues—Consentto oBtain ConsuMer Credit inforMation If the credit professional believes that the customer’s company represents a credit risk, then the credit professional may determine that a review of the personal credit history of the principal owner(s) or officer(s) is warranted.
In this case, the credit professional may obtain a consumer credit report on the principal(s) of the company. The Fair Credit Reporting Act (FCRA) requires that there must be a permissible purpose to obtain the report and written authorization from the individual whose report will be reviewed must also be obtained. (General consent to the terms and conditions above the signature line is not suf-ficient to legally obtain a consumer credit report.)
With regard to “permissible purpose,” the credit grantor is automatically in compliance because either there is a request to enter into a business credit relationship with the supplier/credit grantor (by virtue of the signed credit application) or an established business credit relationship with the customer exists.
“Written authorization” requires substantially the following language:
“The undersigned individual who is principal, proprietor or partner of the entity applying for busi-ness credit, and therefore desirous of a busibusi-ness relationship with [creditor], recognizing that his or her individual credit history may be a factor in the evaluation of the credit history of the applicant, hereby consents to the use of the consumer credit report of the undersigned by [creditor] as may be necessary in the credit evaluation process and for periodic review for the purpose of maintaining the credit relationship.”
In an Opinion Letter, the FTC goes on to say that this authorization must be “conspicuous” in that the signer/applicant must be clear that permission is being given to obtain their personal credit report. In order to meet the “conspicuous” test, the FTC suggests that the language be printed in boldface, all caps or otherwise stand out from other terms and conditions in the credit application. This language may also be treated as an addendum to the credit application and be presented to the customer as a separate document for the principal’s signature. In either case, a customer’s written consent must be in place in order to be in compliance with the law.*
*(Compliance with rules to obtain consumer credit information may be a requirement imple-mented by consumer reporting agencies in compliance with FTC and/or FCRA requirements and thus subject users of consumer credit reports to audits by consumer credit reporting bureaus. The absence of a signed authorization with substantially the language noted above and that has been conspicuously positioned could be inadequate to obtain consumer credit reports.)
the ftC andthe personal guarantee
If the credit professional feels there is still a risk of credit loss after reviewing the principal’s con-sumer credit file, they may request or require the personal guarantee of the principal, or of a person other than the principal, in a continuing effort to qualify the business for open account credit.
Similar rules apply to obtaining consumer credit reports on guarantors with some slight delineation from the rules to obtain personal credit information on the principal of the business.
“The undersigned [Personal Guarantor], recognizing that his or her credit history may be a neces-sary factor in the evaluation of this personal guarantee, hereby consents to and authorizes the use of a consumer credit report on the undersigned, by the above named [business credit grantor], from time-to-time as may be needed, in the credit evaluation process.”
The significant difference in the personal guarantee is that the consent language is not required to appear separate and apart from the guarantee form itself. The reason for this is because the guarantor and the person consenting to the request to obtain consumer information should be one and the same. This is unlike the credit application process wherein an authorized representative can enter into the credit application terms and conditions. The authorized signer on the credit application, however, may not be the person whose consumer credit report will be required. The signer of the credit applica-tion cannot provide consent for the acquisiapplica-tion of another party’s credit report. Therefore, a separate
signature area for consent is necessary, including those instances in which the authorized signer of the credit application and credit report subject are one and the same.
Astute credit professionals understand that, under certain circumstances, it is possible to have three separate signatories in the process of obtaining a credit application: the signatory of the credit application; the signatory of the consent to obtain a consumer credit report; and the signatory of the personal guarantor.
Note: In the process of obtaining consent to obtain consumer credit information, the credit profes-sional will generally require the Social Security number of the individual whose consumer report is be obtained. In gathering personal information of this nature, the credit professional should be reminded that the Gramm-Leach-Bliley Act and certain other privacy regulations must be con-sidered when gathering and keeping this personal information. For a discussion on complying with these regulations, refer to Chapter 10 in this volume and Chapter 10 “Steps in the Collection Process” in Volume I: General Business Law, Related Statutes and Collections and/or review company policy with appropriate legal counsel.
eCoa notiCe
The ECOA notice indicates to the customer or applicant that the company does not discriminate when approving or denying companies or company principals for credit. This notice must appear on the credit application and be visible to anyone completing the application. There is no requirement that the applicant sign or agree to anything regarding this notice. The notice merely states that the company to which the applicant is applying for commercial/business credit terms follows the Equal Credit Opportunity Act and does not discriminate in its credit decisions. (See Chapter 10 for the nec-essary language to be included on the credit application. Or refer to the Credit Application Exhibit on pages 1-14 to 1-16.)
ConClusion
A well-crafted credit application is an excellent source of information, sets the terms and condi-tions of the credit relacondi-tionship, and may create a security agreement in specified collateral. This can be a great help if the customer defaults or disappears; it can also be a binding agreement that will protect the credit grantor/vendor from credit loss. It is the document that serves as the basis for knowing what credit enhancement is needed in order to sell more products/services to customers without gambling on the outcome.
As a final word, the credit application should be monitored periodically. A periodic update has the advantage of reflecting current credit policy established by the credit grantor as well as accurately reflecting current federal and state laws. It is also a helpful tool to stay informed of changes in the customer’s business or legal structure, ownership and trade supplier information. A periodic review will help determine if good customers are receiving enough credit from a credit grantor and will help identify customers who might expose the credit grantor to higher potential risk than expected. In either event, the credit professional will have the necessary information and tools to act accordingly.
APPliCABle forms
CrediT APPliCATion And AGreemenT eXhiBiT
© Copyright NACM MidAmerica, P.O. Box 60626, Oklahoma City, OK 73146. All rights reserved, updated by Lynnette R. Warman. Date __________________
A. APPLICANT
Legal Business Name _________________________________________________________________________ (List all Trade Names, DBA’s and specify any Divisions or Subsidiaries)
Street Address __________________________________ City ___________________ State ______ Zip ________ Mailing Address __________________________________ City ___________________ State ______ Zip ______ Phone _____________________ Fax ____________________ Email ____________________________________ Ship-to Address _______________________________________________________________________________ Estimated Annual Sales __________________ Person to contact about account _____________________________ Amt. of Credit Req. $_____________ Type of Business ______________________ How Long in Business _______ B. BUSINESS INFORMATION
FEIN (Federal Tax Identification No.) (if applicable) ________________________ or SS# ________________________
Sole Proprietorship _________________________________________________________________________ Partnership Partner ____________________________________________________________________
Partner ____________________________________________________________________
Corporation/LLC President/Member ____________________ Vice President/Member ___________________ (Circle one)
Secretary/Member ____________________ Treasurer/Member _______________________
Other: LP / LLP / Joint Venture / Trust
Principal/Partner/Trustee _____________________________________________________ Principal/Partner/Trustee _____________________________________________________ Sales Tax Exemption Certificate Yes No(if yes, enclose signed certificate or copy)
C. BANKING INFORMATION
Bank _________________________________________________________ Phone ________________________ Address __________________________________________ City _________________ State ________ Zip _______ Officer Contact ________________________ Acct. No. _____________________ Type of Acct. ___________ Acct. No. _____________________ Type of Acct. ____________
I hereby authorize bank named above to release information requested for the purpose of obtaining and/or reviewing credit.
___________________________________________________________ _________________________ Signature Date
D. TRADE REFERENCES(Please provide three references)
Name Contact Address
1. __________________________________________________________________________________________ 2. __________________________________________________________________________________________ 3. __________________________________________________________________________________________ The preceding information is for the purpose of obtaining credit and is warranted to be true. I/We hereby authorize
[Your Company Name Here] to investigate all references and customary credit information sources including con-sumer credit reporting repositories (see Consent to Obtain Concon-sumer Credit Report below) regarding my/our credit and financial responsibility for the purpose of obtaining credit and for periodic review for the purpose of maintaining the credit relationship.
CREDIT POLICY: Statements are rendered as of the [Your Company Terms]. COD restrictions may be placed on any past due account.
CREDIT TERMS: All invoices are due [Your Company Terms]. A service charge of one-and-one-half percent (1½%) per month, or eighteen percent (18%) per annum may be assessed on delinquent invoices but not to at any time ex-ceed the highest legal rate of interest legally allowed.
VENUE: All amounts due for purchases from [Your Company Name Here] are payable at [Your
Compa-ny Address Here] in U.S. dollars. It is further understood that this agreement is entered into in the state of
_________________________ county of ___________________ and is governed by the internal laws (but not the conflict laws) of the state of ___________________________, and you agree that any collection action or lawsuit of any type may be filed in any court of competent jurisdiction in [Your State], in [Your Company Name] discretion. CHANGE OF OWNERSHIP: I/We understand that we must notify [Your Company Name Here] in writing and by certified mail of any change in ownership, the name of the business or structure of the business under which credit is established , within thirty (30) days of the date such change is effective.
COLLECTION AND ATTORNEYS’ FEES: In the event of default, and if this account is turned over to an agency and/or an attorney for collection, the undersigned agrees to pay all reasonable attorneys’ fees, and/or costs of col-lection whether or not suit is filed.
CERTIFICATE OF USE: I/We certify that this request is for the extension of credit for business purposes only and not for the extension of credit for personal, family or household purposes.
AUTHORITY OF SIGNATURE AND TITLE:
The person executing this agreement has the authority to bind the customer and is authorized by the customer to enter into the credit application terms and conditions:
Firm Name __________________________________________________________________________________ By _______________________________________________________ Title _____________________________ By _______________________________________________________ Title _____________________________
PERSONAL GUARANTEE
For valuable consideration, the receipt of which is acknowledged, including but not limited to the extension of credit by [Your Company Name Here] to ______________________________________ the undersigned, individually, jointly and severally, unconditionally guarantee(s) to [Your Company Name Here] the full and prompt payment by ___________________________________________________________, of all obligations which Guarantor presently or hereafter may have to [Co. Name] and payment when due of all sums presently or hereafter owing by Guarantor to [Co. Name] Guarantor agrees to indemnify [Co. Name] against any losses [Co. Name] may sustain and expenses [Co. Name] may incur as a result of any failure of Guarantor to perform including reasonable attorneys’ fees and all costs and other expenses incurred in collecting or compromising any indebtedness of debtor guaranteed hereunder or in enforcing this guarantee against guarantor. This shall be a continuing guarantee. Diligence, Demand, Protest or notice of any kind is waived. It shall remain in full force until guarantor delivers to [Co. Name] written notice revoking it as to indebtedness incurred subsequent to such delivery. Such delivery shall not affect any of guarantors obligations hereunder with respect to indebtedness heretofore incurred.
CONSENT TO OBTAIN CONSUMER CREDIT REPORT
The undersigned individual who is principal proprietor or partner of the entity applying for business credit, and therefore desirous of a business relationship with [Your Company Name Here], recognizing that his or her indi-vidual credit history may be a factor in the evaluation of the credit history of the applicant, hereby consents to the use of the consumer credit report of the undersigned by [Your Company Name Here] as may be necessary in the credit evaluation process and for periodic review for the purpose of maintaining the credit relationship.
__________________________________________ ________________________________________ ________________
Sign Name Print Name Date
__________________________________________ ________________________________________ _______________
The undersigned personal guarantor, recognizing that his or her individual credit history may be a necessary factor in the evaluation of this personal guarantee, hereby consents to and authorizes the use of a consumer credit report on the undersigned, by the above named business credit grantor, from time to time as may be needed, in the credit evaluation process.
________________________________________ ______________________________________ ______________________
Sign Name Print Name Date
________________________________________ ______________________________________ ______________________
Sign Name Print Name Date
___________________________________________
Witness
The Federal Equal Credit Opportunity Act (ECOA) prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has, in good faith, exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with law concerning this creditor is the Federal Trade Commission, Division of Credit Practices, 600 Pennsylvania Avenue, NW, Washington, DC 20580.
CrediT CArd AuThorizATion form
© Copyright NACM MidAmerica, P.O. Box 60626, Oklahoma City, OK 73146. All rights reserved.
[VENDOR] CommerCial Credit Card Payment Program
[APPLICANT] agrees to the following terms and conditions regarding payment by credit card.
AGREEMENT TO PAY: [APPLICANT] agrees to honor all credit card charges for product purchased from [VENDOR]. Should the credit card be declined, [APPLICANT] may demand payment, prior to any further ship-ments.
PAYMENT OF OBLIGATIONS: [APPLICANT] agrees to pay to [VENDOR] at such place designated by it, ob-ligations evidencing credit extended by [VENDOR] in accordance with the applicable payment, finance and service charge schedule in effect from time to time.
CHARGEBACKS: [APPLICANT] agrees that any disputed charge, request for chargeback or adjustment, will first be reported to [VENDOR]. [VENDOR] will have 10 business days to resolve the dispute with [APPLICANT]. [APPLICANT] has 30 days to dispute, or request a chargeback, any credit card charge. [APPLICANT]’s failure to dispute the charge, or request a chargeback, 30 days after payment constitutes a waiver of any right to chargeback the payment.
AUTHORIZATION FOR PAYMENT: [APPLICANT] hereby authorizes [VENDOR] to charge its credit card for any and all purchases. The following representatives of the [APPLICANT] are authorized to use the [APPLICANT]’s credit card.
Credit Card Number: __________________________________________________________________________ Expiration Date: ______________________________________________________________________________ Address of Account Holder: _____________________________________________________________________ Phone Number of Account Holder: ________________________________________________________________ Email Address of Account Holder: ________________________________________________________________
Individual/Personal Card ________ Corporate/Company Card _________
Cardholder authorizes payment of/up to: ___________________________________________________________
A legible enlarged photocopy of the front and back of the credit card must accompany this authorization request. All payments on credit cards will be charged upon receipt.
________________________________________ _______________________________ Representative Title ________________________________________ _______________________________ Representative Title ________________________________________ _______________________________ Representative Title
[APPLICANT] agrees to inform [VENDOR] within 10 days of any changes to those authorized to use its credit
card.
WARRANTIES AND REPRESENTATIONS
[APPLICANT] warrants and represents that the signature on the claim slip will be genuine and authorized by card-holder and not forged or unauthorized.
TRANSACTIONS COSTS
[APPLICANT] is not entitled to a cash discount for payments by credit card. TRANSFERABILITY
This agreement is not transferable by [APPLICANT] without [VENDOR]’s consent. Any attempt by [APPLI-CANT] to assign the Agreement in violation of this paragraph shall be void.
FAILURE OF CUSTOMER TO FULFILL OBLIGATIONS
Should [APPLICANT] fail to fulfill any of the obligations under this agreement, [VENDOR] may declare the en-tire balance due and immediately payable, and may proceed to enforce the full payment of such balance, including finance and service charges. In event of suit to collect such payment balance, [VENDOR] shall pay all reasonable attorneys’ fees and actual court costs.
GOVERNING LAW
All transactions involving the credit extended under this agreement shall be governed by the laws of the state of [ ], which are expressly adopted to control all transactions under this agreement.
WAIVER OF STATUE OF LIMITATIONS
[APPLICANT] expressly waives the defense of the statute of limitations for the period permitted by law. AGREEMENT OF CUSTOMER
[APPLICANT] expressly agrees to the provisions contained in this agreement and manifests this agreement by his/ her signature.
RECEIPT OF COPY OF AGREEMENT
[APPLICANT] acknowledges receipt of a copy of this agreement. Date: ____________________, By: ___________________________________ [APPLICANT] Date: ____________________, By: ___________________________________ [VENDOR]
eleCTroniC funds TrAnsfer AuThorizATion/refusAl form
NOTIFICATION OF ELECTRONIC PAYMENT (ACH DEBIT) POLICY
[NameofcompaNy] has implemented a policy of using electronic payment (ACH debits) technology for the move-ment of funds at every available opportunity. In accordance with this policy, checks received by [NameofcompaNy] as payment for goods and/or services provided will not be used for payment, but will instead be used solely for the purpose of capturing the bank routing and account information for the depository financial institution named thereon. [NameofcompaNy] reserves the right to subsequently initiate an ACH debit entry to the payer’s checking account.
I/We authorize [NameofcompaNy] to convert my/our check and debit my/our account for the sale amount via draft or Electronic Funds Transfers (EFT). In the event that my/our draft or EFT is returned unpaid, I/we agree to have my/our account debited electronically, or drafted for an item fee of $25 plus any applicable taxes. Questions? Call [coNtactNameaNdphoNeNumber].
Customer/Corporate Name ______________________________________________________________________ ABA Number ________________ Account Number __________________ Check Number ______ Amount $_____ Signature _____________________________________________________ Date ___________________________ Type of check: Business Personal
REFUSAL NOTICE
If you do not wish to take part [NameofcompaNy]’s Electronic Transfer Funds program, it is imperative that you inform us as provided below within 30 days of receipt of this notice. The Refusal Notice must be filled out in its entirety.
I do not wish to participate with [NameofcompaNy]’s Electronic Transfer Funds program. I do not authorize [Name ofcompaNy] to debit my bank account electronically.
Company Name ______________________________________________________________________________ Company Address ____________________________________________________________________________ City _________________________________________ State ____________________ Zip Code _______________ Phone Number ______________ Fax Number ______________ Email for Contact Person ____________________ Bank Account Information (for rejection purposes)
Primary Account ABA Number _____________________________ Account Number ________________________ Other Account ABA Number _______________________________ Account Number ________________________ Authorized Signer _________________________________________________ Title _______________________
(Please print or type)