Interpretation of disputes over sales contracts The full text of the Supreme People's Court's Interpretation on Applicable Legal Issues in the Trial of Disputes over Sales Contracts was adopted by the the Supreme People's Court Judicial Committee at its1545th meeting on March 3, 2002. It is hereby promulgated and shall come into force on July 2, 2002.
May 20 12 10
Fa Shi [2065438+02] No.7
the Supreme People's Court
Interpretation of the applicable law in the trial of disputes over sales contracts
(Adopted by the Judicial Committee of the Supreme People's Court at its1545th meeting on March 36, 2002)
In order to correctly hear disputes over sales contracts, this interpretation is formulated in accordance with the provisions of the General Principles of the Civil Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC), the Property Law of People's Republic of China (PRC), the Civil Procedure Law of People's Republic of China (PRC) and other laws, combined with trial practice.
First, the establishment and effectiveness of the sales contract
Article 1 Where there is no written contract between the parties, and one party claims the existence of a sales contract by means of delivery note, receipt note, settlement statement, invoice, etc. The people's court shall, in combination with the transaction methods, trading habits and other relevant evidence between the parties, determine whether the sales contract is established.
If the creditor's name is not recorded in the letters and vouchers such as the confirmation of reconciliation and the confirmation of creditor's rights, and one party to the sales contract proves the existence of the sales contract, the people's court shall support it, unless there is enough evidence to the contrary to overturn the sales contract.
Article 2 The parties sign an appointment contract such as subscription book, power of attorney, appointment book, letter of intent and memorandum. And it is agreed that a sales contract will be concluded in a certain period of time in the future. If one party fails to perform the obligation to conclude a sales contract, the other party requests it to bear the responsibility for violating the appointment contract, or requests to cancel the appointment contract and claim damages, the people's court shall support it.
Article 3 If one of the parties claims that the contract is invalid on the grounds that the seller has no ownership or disposition right to the subject matter when concluding the contract, the people's court will not support it.
If the buyer asks the seller to bear the liability for breach of contract or terminate the contract and claim damages because the seller has not obtained the ownership or disposal right, the people's court shall support it.
Article 4 The people's court shall, in accordance with the provisions of the Contract Law, apply the relevant provisions of the Electronic Signature Law to confirm the establishment and validity of an electronic transaction contract.
Second, the delivery of the subject matter and the transfer of ownership
Article 5 If the subject matter is an electronic information product that does not need to be delivered through tangible carriers, and the delivery method is not clearly agreed by the parties and cannot be determined according to Article 61 of the Contract Law, the buyer shall deliver the agreed electronic information product or certificate of rights.
Article 6 According to Article 162 of the Contract Law, if the buyer refuses to accept the overpaid part of the subject matter, he may keep the overpaid part of the subject matter on his behalf. If the buyer claims that the seller should bear the reasonable expenses during the storage period, the people's court shall support it.
If the buyer claims that the seller should bear the losses caused by the buyer's intentional or gross negligence during the storage period, the people's court shall support it.
Article 7 "Extracting relevant documents and materials other than the subject matter documents" as stipulated in Article 136 of the Contract Law mainly includes insurance policies, warranty certificates, general invoices, special invoices for value-added tax, product certificates, quality guarantees, quality appraisal certificates, product import and export quarantine certificates, certificates of origin, instructions for use, packing lists, etc.
Article 8 If the seller only proves that it has fulfilled its obligation to deliver the subject matter with special VAT invoices and tax deduction materials, and the buyer does not recognize it, the seller shall provide other evidence to prove the fact of delivering the subject matter.
The people's court shall support the contract or the parties are accustomed to using ordinary invoices as payment vouchers, and the buyer shall prove that he has fulfilled his payment obligations with ordinary invoices, unless there is sufficient evidence to prove the contrary.
Article 9 The seller has entered into multiple sales contracts for the same common movable property, and both sales contracts are valid. If the buyer requests the actual performance of the contracts, it shall be handled according to the following circumstances:
(a) the people's court shall support the request of the buyer who received the goods first to confirm that the ownership has been transferred;
(2) If the buyer who pays the price in advance requests the seller to perform the contractual obligations such as delivery of the subject matter, the people's court shall support it;
(3) If the legally established buyer of the prior contract requests the seller to perform contractual obligations such as delivery of the subject matter, but fails to receive the delivery or pay the price, the people's court shall support it.
Article 10 If the seller enters into multiple sales contracts for the same ship, aircraft, motor vehicle and other specific movable property, and all the sales contracts are valid, if the buyer requests the actual performance of the contracts, it shall be handled according to the following circumstances:
(a) the people's court shall support the buyer who picks up the goods first and asks the seller to fulfill the contractual obligations such as handling the registration formalities of ownership transfer;
(2) If the buyer has gone through the formalities of ownership transfer registration before accepting the delivery, and requires the seller to perform the contractual obligations such as delivery of the subject matter, the people's court shall support it;
(3) The people's court shall support the buyer of the previous contract not to accept the delivery and go through the formalities of ownership transfer registration, and request the seller to perform the contractual obligations such as delivering the subject matter and going through the formalities of ownership transfer registration;
(4) If the seller delivers the subject matter to one of the buyers and handles the ownership transfer registration for other buyers, and the buyer who has received the delivery requests to register the ownership of the subject matter in his own name, the people's court shall support it.
Third, the risk burden of the subject matter
Article 11 "The subject matter needs to be transported" as stipulated in Item (1) of Paragraph 2 of Article 141 of the Contract Law refers to the situation that the seller is responsible for the consignment of the subject matter and the carrier is a transport operator independent of the parties to the sales contract. The risk burden of damage or loss of the subject matter shall be handled in accordance with the provisions of Article 145 of the Contract Law.
Article 12 After the seller transports the subject matter to the place designated by the buyer according to the contract and delivers it to the carrier, the risk of damage or loss of the subject matter shall be borne by the buyer, unless otherwise agreed by the parties.
Article 13 If the seller sells the subject matter delivered to the carrier in transit and knew or should have known that the subject matter was damaged or lost when concluding the contract, but did not inform the buyer, and the buyer claims that the seller should bear the risk of damage or loss of the subject matter, the people's court shall support it.
Article 14 Where the parties have not agreed on the risk burden, and the subject matter is one thing, and the seller has not clearly agreed on the subject matter in the sales contract by identifiable means such as shipping documents, marks and notice to the buyer, and the buyer claims not to bear the risk of damage or loss of the subject matter, the people's court shall support it.
Fourth, the subject matter inspection
Article 15 Where the parties have not agreed on the time limit for inspection of the subject matter, bills of lading, confirmations, etc. If the buyer signs the quantity, model and specification of the subject matter, the people's court shall, according to the provisions of Article 157 of the Contract Law, determine that the buyer has inspected the defects in quantity and appearance, unless there is enough evidence to the contrary to overturn these defects.
Article 16 If the seller delivers the subject matter to a third party according to the instructions of the buyer, and the inspection standards agreed by the buyer and the seller are inconsistent with those agreed by the buyer and the third party, the people's court shall take the inspection standards agreed by the buyer and the seller as the inspection standards of the subject matter according to the provisions of Article 64 of the Contract Law.
Article 17 When determining the "reasonable period" specified in the second paragraph of Article 158 of the Contract Law, the people's court shall comprehensively consider the reasonable factors such as the nature of the transaction, the purpose of the transaction, the mode of the transaction, the transaction habits, the type, quantity, nature, installation and use of the subject matter, the nature of defects, the buyer's reasonable care obligation, the inspection method and difficulty, the specific environment in which the buyer or the inspector is located, and his own skills, and conduct it in accordance with the principle of good faith.
"Two years" stipulated in the second paragraph of Article 158 of the Contract Law is the longest reasonable period. This time limit is fixed, and the suspension, interruption or extension of the limitation of action is not applicable.
Article 18 If the agreed inspection period is too short, and it is difficult for the buyer to complete the comprehensive inspection within the inspection period according to the nature and trading habits of the subject matter, the people's court shall determine this period as the period for the buyer to raise objections to the appearance defects, and determine the reasonable period for the buyer to raise objections to the hidden defects according to the provisions of the first paragraph of Article 17 of this Interpretation.
If the agreed inspection period or quality assurance period is shorter than that stipulated by laws and administrative regulations, the people's court shall take the inspection period or quality assurance period stipulated by laws and administrative regulations as the standard.
Article 19 If the buyer raises an objection within a reasonable time, and the seller advocates that the buyer give up the objection on the grounds that the buyer has paid the price, confirmed the amount owed and used the subject matter, the people's court will not support it, unless otherwise agreed by the parties.
Article 20 After the inspection period, reasonable period and two years stipulated in Article 158 of the Contract Law, if the buyer claims that the quantity or quality of the subject matter is not in conformity with the contract, the people's court will not support it.
If the seller voluntarily assumes the liability for breach of contract and reneges on the grounds that the above period has expired, the people's court will not support it.
Verb (abbreviation of verb) liability for breach of contract
Article 21 If the buyer keeps part of the price as a quality guarantee, and the seller fails to solve the quality problem in time during the quality guarantee period, which affects the value or use effect of the subject matter, and the seller claims to pay the part of the price, the people's court will not support it.
Article 22 If the buyer raises a quality objection within the inspection period, quality guarantee period and reasonable period, and the seller fails to repair it as required, or the buyer claims that the seller should bear the reasonable expenses incurred after repairing the subject matter by himself or through a third party in case of emergency, the people's court shall support it.
Article 23 If the quality of the subject matter is not in conformity with the contract, and the buyer requests a price reduction in accordance with Article 111 of the Contract Law, the people's court shall support it. If the parties claim that the difference between the agreed subject matter and the actually delivered subject matter is calculated according to the market value at the time of delivery, the people's court shall support it.
Having paid the price, the people's court shall support the buyer's claim to return the overpaid price after the price reduction.
Article 24 The change of the payment term in the sales contract shall not affect the parties' agreement on liquidated damages for late payment, but the starting point of liquidated damages shall be changed accordingly.
If the buyer refuses to pay the liquidated damages for overdue payment because the seller did not claim the liquidated damages for overdue payment when accepting the price, the people's court will not support it.
The sales contract stipulates the penalty for overdue payment, but the statement and repayment agreement do not involve the responsibility for overdue payment. The people's court shall support the seller's claim for arrears based on the statement and repayment agreement, and request the buyer to pay the liquidated damages for overdue payment, except that the statement and repayment agreement clearly specify the principal and interest amount of overdue payment or the contents agreed in the sales contract have been changed.
If the sales contract does not stipulate the liquidated damages for overdue payment or the calculation method of liquidated damages, and the seller claims compensation for the loss of overdue payment on the grounds of the buyer's breach of contract, the people's court may calculate the liquidated damages with reference to the overdue penalty interest rate standard of the benchmark interest rate of RMB loans of the same period of the People's Bank of China.
Article 25 If the seller fails to perform or improperly performs its subordinate obligations, thus making it impossible for the buyer to achieve the purpose of the contract, and the buyer claims to terminate the contract, the people's court shall support it in accordance with the provisions of Item (4) of Article 94 of the Contract Law.
Article 26 The people's court shall support the non-breaching party's claim that the liquidated damages clause shall continue to apply after the termination of the sales contract due to breach of contract; However, if the agreed liquidated damages are excessively higher than the losses caused, the people's court may refer to the second paragraph of Article 114 of the Contract Law.
Article 27 If one party to a sales contract claims to pay liquidated damages on the grounds of the other party's breach of contract, and the other party raises an exemption defense on the grounds that the contract is not established, invalid, invalid or does not constitute a breach of contract, but the people's court does not support it, it shall explain whether the parties need to claim to adjust liquidated damages.
If the court of first instance thinks that the exemption reason is established and does not explain it, the court of second instance thinks that a fine should be paid, and it can directly explain and revise the sentence.
Article 28 If the deposit agreed in the sales contract is insufficient to make up for the losses caused by one party's breach of contract, and the other party requests compensation for the losses exceeding the deposit, the people's court may concurrently impose it, but the sum of the deposit and the compensation for losses shall not be higher than the losses caused by the breach of contract.
Article 29 If one party to a sales contract violates the contract and causes losses to the other party, and the other party claims compensation for the loss of available benefits, the people's court shall determine it according to the claims of the parties and the provisions of Articles 113, 119, 30 and 31 of this Interpretation.
Article 30 If one party to a sales contract violates the contract and causes losses to the other party, and the other party is also at fault for the occurrence of the losses, and the breaching party claims to deduct the corresponding losses, the people's court shall support it.
Article 31 If one party to a sales contract gains benefits due to the other party's breach of contract, and the breaching party claims to deduct the benefits from the compensation for losses, the people's court shall support it.
Article 32 The contract stipulates that the seller's liability to guarantee the defects of the subject matter shall be reduced or exempted. However, if the seller fails to inform the buyer of the defects of the subject matter intentionally or due to gross negligence, and the seller claims to reduce or exempt the liability for warranty of defects according to the contract, the people's court will not support it.
Article 33 If the buyer knew or should have known that there was a defect in the quality of the subject matter when concluding the contract, and claimed that the seller should bear the liability for guaranteeing the defect, the people's court would not support it, unless the buyer did not know that the defect would significantly reduce the basic utility of the subject matter when concluding the contract.
VI. Retention of Ownership
Article 34 If the parties to a sales contract claim that the provisions of Article 134 of the Contract Law on the retention of ownership of the subject matter are applicable to immovable property, the people's court will not support them.
Article 35 Where the parties agree to retain the ownership, before the ownership of the subject matter is transferred, the people's court shall support the buyer's claim to take back the subject matter under any of the following circumstances, which causes damage to the seller:
(1) Failing to pay the price as agreed;
(2) The specific conditions agreed upon have not been fulfilled;
(3) Selling or pledging the subject matter or taking other improper measures.
If the value of the retrieved subject matter is significantly reduced and the seller requests the buyer to compensate for the loss, the people's court shall support it.
Article 36 If the buyer has paid more than 75% of the total price of the subject matter, and the seller claims to take back the subject matter, the people's court will not support it.
In the case of Item (3) of Paragraph 1 of Article 35 of this Interpretation, if a third party obtains the ownership of the subject matter or other property rights in good faith in accordance with Article 106 of the Property Law, and the seller claims to take back the subject matter, the people's court will not support it.
Article 37 If, after the seller takes back the subject matter, the buyer eliminates the seller's reasons for taking back the subject matter within the redemption period agreed by both parties or specified by the seller, and claims to redeem the subject matter, the people's court shall support it.
If the buyer fails to redeem the subject matter within the redemption period, the seller may sell the subject matter separately.
If the seller sells the subject matter separately, the proceeds from the sale shall be returned to the original buyer after deducting the retrieval storage fee, re-trading fee, interest and outstanding price in turn; In case of shortage, the people's court shall support the seller to request the original buyer to return it, except that the original buyer has evidence to prove that the price sold by the seller is obviously lower than the market price.
Seven, special sales
Article 38 Installment payment as stipulated in the first paragraph of Article 167 of the Contract Law means that the buyer pays the seller all the due price in at least three times within a certain period of time.
The agreement in the installment sales contract violates the first paragraph of Article 167 of the contract law and harms the interests of the buyer. If the buyer claims that the agreement is invalid, the people's court shall support it.
Article 39 The installment sales contract stipulates that when the contract is terminated, the seller may detain the paid price. If the amount seized by the seller exceeds the use fee of the subject matter and the compensation for damage to the subject matter, and the buyer requests to return the excess, the people's court shall support it.
If the parties have not agreed on the fee for the use of the subject matter, the people's court may refer to the local rent standard for similar subject matter.
Article 40 If the quality of the sample agreed in the contract is inconsistent with the written description, and the parties cannot reach an agreement when a dispute arises, and the appearance and internal quality of the sample have not changed after being sealed, the people's court shall take the sample as the standard; If the appearance and internal quality change, or if the parties are controversial about whether the change has occurred and cannot be ascertained, the people's court shall take the written explanation as the standard.
Article 41 If the buyer of a trial sale pays part of the price during the trial period, the people's court shall determine that the buyer agrees to purchase, unless otherwise agreed in the contract.
During the probation period, if the buyer sells or leases the subject matter or creates a security interest on the subject matter, the people's court shall determine that the buyer agrees to purchase.
Article 42 A sales contract is not a trial sale if it contains one of the following provisions. If the buyer advocates a trial sale, the people's court will not support it:
(1) It is agreed that when the subject matter meets certain requirements after trial or inspection, the buyer shall purchase the subject matter;
(2) It is agreed that the buyer will purchase the subject matter when the third party passes the test and approves the subject matter;
(three) agreed that the buyer can change the subject matter within a certain period of time;
(four) agreed that the buyer can return the subject matter within a certain period of time.
Article 43 The people's court shall not support the seller's claim that the buyer should pay the use fee if the parties to the trial sale have not agreed on the use fee or the agreement is unclear.
Eight. Other issues
Article 44 If the seller appeals to the buyer to pay the price after fulfilling the delivery obligation, and the buyer raises an objection on the ground that the seller breached the contract first, the people's court shall handle it separately according to the following circumstances:
(a) the buyer refuses to pay liquidated damages, refuses to compensate for losses or advocates the seller to take remedial measures such as price reduction, which is a defense;
(2) If the buyer claims that the seller should pay liquidated damages, compensate for losses or demand the termination of the contract, it shall file a counterclaim.
Forty-fifth laws and administrative regulations on the transfer of creditor's rights, equity transfer and other rights transfer contracts, from its provisions; If there are no provisions, the people's court may refer to the relevant provisions of the applicable sales contract in accordance with the provisions of Articles 124 and 174 of the Contract Law.
Where the transfer of rights or other paid contracts refer to the relevant provisions of the applicable sales contract, the people's court shall refer to the provisions of Article 174 of the Contract Law first and then to the relevant provisions of the sales contract.
Article 46. If the provisions on the paid transfer of the ownership of the subject matter, such as the purchase and sale contracts and sales contracts issued by our hospital before the implementation of this interpretation, are inconsistent with this interpretation, they will no longer apply from the date of implementation of this interpretation.
This interpretation shall apply to cases of disputes over sales contracts that have not been finalized after the implementation of this interpretation; This interpretation is not applicable to cases where a final judgment has been made before the implementation of this interpretation, and the parties apply for retrial or decide to retry in accordance with the procedure of trial supervision.
Attachment: Sample Sales Contract
Seller: _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party A)
Address: _ _ _ _ _ _ _ _ _ _ _ _
Postal code: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _; Tel: _ _ _ _ _ _ _ _ _ _;
Fax: _ _ _ _ _ _ _ _ _ _ _ _ _; E-mail: _ _ _ _ _ _ _ _ _ _;
Buyer: _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party B)
Address: _ _ _ _ _ _ _ _ _ _ _ _
Postal code: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _; Tel: _ _ _ _ _ _ _ _ _ _;
Fax: _ _ _ _ _ _ _ _ _ _ _ _ _; E-mail: _ _ _ _ _ _ _ _ _ _;
Based on the principles of voluntariness, equality and mutual benefit, Party A and Party B reach the following agreement on Party A's sale of the goods agreed in this contract to Party B:
Article 1: Name, variety, specification and quality
1, name: _ _ _ _ _ _ _ _ _ _ _
2. Variety: _ _ _ _ _ _ _ _ _ _ _ _ _
3. Specification: _ _ _ _ _ _ _ _ _ _ _ _
4, quality, according to the following items:
(1) shall be implemented according to the standards (as stipulated by national standards or ministerial or enterprise-specific standards, such as standard code, number and standard name, etc.). ).
(2) According to the samples, the samples are attached to this contract (the sealing method of the samples shall be indicated).
⑶ According to the requirements agreed by both parties, specifically: (specifically agreed product quality requirements).
Article 2: Quantity, Units of Measurement and Methods of Measurement
1, quantity: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Measurement unit and method: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. The positive and negative tail difference of the delivered quantity, reasonable increase or decrease clauses, and the provisions and calculation methods of natural increase or decrease of goods in transit.
Article 3: Packaging Methods and Handling of Packaging
Article 4: Mode of delivery
1. Delivery time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(If Party A fails to deliver the goods on time, Party B allows Party A to postpone the delivery date 15 days).
2. Delivery place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. Mode of transportation: _ _ _ _ _ _ _ _ _ _ _ _ _
4. Insurance: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
5. Handover of transaction-related documents: _ _ _ _ _ _ _ _ _ _ _ _.
Article 5: Acceptance
Time for acceptance: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 6: Risk of loss
The risk of loss before the goods arrive at the delivery place shall be borne by Party A, and the risk of loss thereafter shall be borne by Party B. ..
Article 7: Price and payment of goods.
1, unit price: _ _ _ _ _ _ _ _ _ _ _
2. Total price: _ _ _ _ _ _ _ _ _ _ _ _
Step 3 pay for the goods
Payment time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Payment method: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 8: Time and method of objection
1. If Party B finds that the variety, model, specification, design, quality, etc. of the goods are not in conformity with the regulations or agreements during the acceptance, it shall, while properly keeping the goods, raise a written objection to Party A the day after receiving the goods; If Party B fails to raise an objection in time, it shall be deemed that the goods meet the requirements.
2. If the product quality declines due to Party B's poor use, storage and maintenance, Party B shall not raise any objection.
Article 9: Party A's liability for breach of contract
1. If Party A fails to deliver the goods, Party B has the right to terminate the contract and ask Party A to return the paid payment, and Party B voluntarily waives the responsibility of asking for the down payment.
2. If the variety, model, specification, design and quality of the goods delivered by Party A do not conform to the agreement, and Party B agrees to use them, the price shall be determined according to the quality; If Party B cannot use it, Party A shall be responsible for replacement and maintenance according to the specific situation, and the expenses incurred shall be paid by Party A. ..
Article 10: Party B's liability for breach of contract
1. If Party B fails to pick up the goods according to the date notified by Party A or the date agreed in the contract, it shall pay liquidated damages to Party A at the rate of% of the total goods volume per day according to the actual number of days of overdue delivery.
2. If Party B makes overdue payment, it shall pay liquidated damages to Party A at the rate of% of the overdue payment amount every day.
3. All expenses (including but not limited to attorney's fees, legal fees, transportation fees, etc.). The expenses arising from Party A's rights protection shall be borne by Party B. ..
Article 1 1: settlement of disputes
Any dispute arising from the performance of this contract shall be settled by both parties through consultation. If negotiation fails, it shall be handled by the people's court where Party A is located.
Article 12: Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations, and both parties may reach a supplementary agreement. The supplementary agreement has the same legal effect.
Article 13: This contract shall come into effect as of the date when both parties or their legal representatives or authorized representatives sign and affix their official seals.
Party A (seal): _ _ _ _ _ _ _ _ _ _ _ Party B (seal): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Representative (signature): _ _ _ _ _ _ _ _ _ Representative (signature): _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Signing place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _