General Terms of Delivery and Payment

The following are the General Terms of Delivery and Payment for SENATOR GmbH & Co. KGaA - Senator® Schreibgeräte, Bahnhofstrasse 57, 64401 Groß-Bieberau ("SENATOR").

I. General Scope

I.1 The following terms of sale shall apply to all contracts, which are concluded between SENATOR and the Buyer, for the delivery of goods. The terms shall also apply to all future business relations even if such terms are not expressly agreed on again. Any deviating conditions of the Buyer, which SENATOR has not been expressly accepted, shall not be binding for SENATOR even if SENATOR has not expressly objected to such conditions.

I.2 All agreements, which are concluded between SENATOR and the Buyer in connection with the sales contracts, are contained in writing in the sales contract, these terms and conditions and in the acceptance of the order by SENATOR.

II. Offer and Conclusion of Contract

II.1 The offers made by SENATOR are subject to change and nonbinding unless SENATOR specifies these expressly in writing as binding. All declarations of acceptance and orders must be confirmed in writing or writing by fax by SENATOR to be legally valid. The same shall apply to amendments, changes and additional agreements.

II.2 The printing copies, which are used by SENATOR, such as screen, printing and etching templates and films shall be invoiced to the Buyer based on expenditures. SENATOR shall not be obligated to store these, to use them again at a later time or to make them available to the Buyer. SENATOR shall be entitled to destroy these after use.

II.3. The responsibility for the correctness and the quality of the printing copies delivered shall be borne solely be the Buyer. If doubt exists about the correctness or the quality then SENATOR shall be entitled, but not obligated, to prepare proofing samples at the expense of the Buyer. Any graphical reworking that is required shall be invoiced to the Buyer separately.

II.4 If the Buyer does not provide any precise instructions about the placing of advertisements or if SENATOR cannot provide the desired placement due to technical reasons then the advertisement shall be placed in a position that is technically suitable for SENATOR.

II.5 Measurements, weights, figures, drawings and other documents, which are part of the nonbinding offers from SENATOR, shall remain the property of SENATOR and are only approximately definitive unless such items are expressly designated as binding by SENATOR.

III. Prices and Terms of Payment

III.1 SENATOR prices are based on Incoterm EXW. Prices don´t include any country-specific legal value-added tax.

III.2 If the delivery time, which was agreed on, exceeds four months as of the conclusion of the contract or if the delivery is delayed for more than four months after the conclusion of the contract for reasons, which are solely the responsibility of the Buyer or which are solely in his area of risk, then SENATOR shall be entitled to invoice the price that is valid on the day of the delivery. If the price increase amounts to more than five percent of the purchase price, then the Buyer shall be entitled to withdraw from the contract. This right of withdrawal shall not apply if the Buyer does not exercise this right within a time limit of two weeks starting with the date of the notification of the new price.

III.3 If nothing to the contrary has been agreed on in writing with the Buyer, then the purchase price is due as the net price upon the receipt of the invoice by the Buyer. Time allowed for payment is two percent discount within 10 (ten) days, within 30 (thirty) days no discount and such calculations shall apply as of the date of the invoice. After receipt of order the customer’s credibility will be checked. In case of a substantial negative change Senator reserves the right to apply a different term of payment.

III.4 SENATOR reserves the right to change prices correspondingly if after the conclusion of the contract cost increases occur and in particular due to the conclusion of collective pay agreements or an increase in the price of materials.

III.5 The Buyer shall be in default without any demand for payment by SENATOR if the Buyer does not pay the purchase price within 30 (thirty) days after it is due and receipt of the invoice or an equivalent request for payment. If the Buyer is in default of payment, then SENATOR shall be entitled to demand interest in the amount of five percent above the existing base interest rate of the European Central Bank as of the time of default onwards. SENATOR reserves the right to show higher damages.

III.6 Each payment shall be applied to the oldest outstanding invoice to the Buyer. All outstanding invoices shall be due for immediate payment including those, which are due later or for which the value has been fixed at a later date, when the Customer is in default of payment of an older invoice for a period of more than five days.

III.7 The Buyer shall only be entitled to offsetting, even if complaints about defects or counterclaims have been made, if the counterclaims are indefeasible or have been accepted by SENATOR or are undisputed. The Buyer shall only be entitled to exercise the right of retention if his counterclaim is based on the same sales contract.

III.8 Bills of exchange and checks shall only be accepted by SENATOR pending full discharge of the debt. Discounting charges, taxes and expenses from bills of exchange and checks shall be borne by the Buyer. For any check payments within the E.U., SENATOR reserves the right to invoice bank charges to the Buyer.

III.9 Invoices are issued separately and sent by E-mail or standard mail.

IV. Delivery Time and Time of Performance

IV.1 Delivery dates or time limits, which have not been expressly agreed on as binding, shall only be considered as nonbinding information.

IV.2 If SENATOR is culpable for the failure to fulfill a time limit, which has been expressly agreed on, or is in default due to other reasons, then the Buyer shall grant SENATOR a reasonable additional time limit starting on the day of the receipt of the written notice of delay from SENATOR or in the case of a time limit based on a calendar date. After the fruitless expiration of the additional time limit, the Buyer shall be entitled to withdraw from the contract.

IV.3 SENATOR shall be liable according to the legal provisions subject to the following limitations if the contract is concerned with a fixed-date purchase or the Buyer is entitled to invoke the cessation of his interest in the fulfillment of the contract due to a delivery delay that is the responsibility of SENATOR.

IV.4 SENATOR shall be liable to the Buyer for a delay in delivery according to the legal provisions if the delay in delivery is based on the deliberate or grossly negligent violation of an obligation on the part of SENATOR. SENATOR shall be liable for any fault of his representatives or vicarious agents. If the delay in delivery is not due to the deliberate or grossly negligent violation of the contract on the part of SENATOR then the liability of SENATOR shall be limited to the foreseeable and typically occurring damages.

IV.5 If the delay in delivery, for which SENATOR is responsible, is based on the culpable violation of an essential contract obligation, then SENATOR shall be liable according to the legal provisions, whereby the liability of SENATOR shall be limited to the foreseeable and typically occurring damages.

IV.6 The additional legal claims and rights of the Buyer due to a delay in delivery by SENATOR shall not be affected.

IV.7 SENATOR shall be entitled to make partial deliveries and conduct partial performances at any time if this can be reasonably expected of the Buyer. SENATOR shall be entitled to make increased delivery or partial delivery of articles with the application of advertisements or items made to order up to 10 (ten) percent of the goods ordered. The Buyer shall be obligated to accept the increased delivery or the partial delivery. The purchase price shall be increased or decreased in relation to the increased or decreased performance.

IV.8 SENATOR shall be entitled to withdraw from orders placed if SENATOR becomes aware of unfavorable information about the Buyer after the acceptance of the order or the Buyer is in default of payment for a previous delivery. For new customers, SENATOR reserves the right to make deliveries on a cash-on-delivery basis or deliveries on a cash-in-advance basis. Deliveries to locations in foreign countries can be made based on an irrevocable letter of credit. If necessary, a bank guaranty may be demanded as security for the delivery.

V.9 In the case of force majeure such as a strike or stoppage etc., SENATOR shall not be obligated to make delivery.

V. Passing of Risk, Shipment, Packaging

V.1 The loading and shipment are based on incoterm EXW. The shipment takes place on the risk of the purchaser/recipient. Return of packing is not allowed.

V.2 If the shipping is delayed due to a request or due to the fault of the Buyer, then SENATOR shall store the goods at the cost and at the risk of the Buyer. In this case, the notification of the readiness to ship shall be equivalent to shipping.

V.3 SENATOR shall not assume any liability for delays in transport and deficiencies, which are due to damage to the packaging, and this shall also apply to deliveries, which have been agreed on in writing, free of charge to the address of the Buyer.

VI. Warranty and Liability

VI.1 The Buyer shall be liable for examining the goods received for completeness, transport damage, obvious deficiencies, composition and characteristics. Written notification of obvious deficiencies is to be made by the Buyer to SENATOR within two weeks of the delivery of the subject of the contract. No returned goods shall be accepted by SENATOR without the previous written notification of deficiencies. For justified complaints, the inspection slips that accompanied the delivery are to be sent in as well.

VI.2 SENATOR shall not be obligated to provide warranty if the Buyer has not made written notification of an obvious deficiency in a timely manner. If a deficiency, for which SENATOR is responsible, of the goods exists and written notification was made by the Buyer in a timely manner, then SENATOR shall be obligated to make subsequent fulfillment unless SENATOR is entitled to reject subsequent fulfillment due to legal provisions and if SENATOR is so obligated then the Buyer shall not have the right to withdraw from the contract or reduce the purchase price. The Buyer shall be obligated to grant SENATOR a reasonable time limit for the subsequent fulfillment for each individual deficiency.

VI.3 The subsequent fulfillment may be conducted, depending on the desires of the Buyer, by the remedying of the deficiency or the delivery of new goods. SENATOR shall be entitled to reject the type of subsequent fulfillment selected by the Buyer if such fulfillment is only associated with disproportionate costs. During the subsequent fulfillment, the reduction of the purchase price or the withdrawal from the contract by the Buyer is excluded. Any remedying of a defect shall be considered to have failed with the second unsuccessful attempt. If subsequent fulfillment fails or if SENATOR rejects the subsequent fulfillment as a whole, then the Buyer may demand a reduction of the purchase price or withdraw from the contract.

VI.4 Claims for damages based on the following conditions for a deficiency may only be asserted by the Buyer if the subsequent fulfillment has failed or SENATOR rejects any subsequent fulfillment. The right of the Buyer to assert additional claims for damages based on the following conditions shall not be affected.

VI.5 Irrespective of the provisions of paragraphs IV.2 through IV.6 of this contract and the following liability limitations, SENATOR shall be liable without limit for damage to life, physical injury and damage to health, which is due to a negligent or deliberate violation of an obligation by SENATOR or its legal representatives or vicarious agents and also for damages resulting in liability that is covered by the Product Liability Law and for all damages that are due to the deliberate or grossly negligent violations of the contract including the intention to deceive on the part of SENATOR, its legal representatives or its vicarious agents. If SENATOR has provided a characteristics and/or durability guarantee for goods or parts of such goods, then SENATOR shall be liable according to this guarantee. For any damage, which is based on the lack of the guaranteed characteristic or durability, but that does not occur directly to the goods, SENATOR shall only be liable if the risk of such damage is obviously covered by the characteristics and durability guarantee.

VI.6 Any further liability shall be excluded regardless of the legal nature of the claim asserted. If the liability on the part of SENATOR is excluded or limited, then this shall also apply to the personal liability of its salaried employees, wage employees, employees, representatives and vicarious agents.

VI.7 If SENATOR is commissioned by the Buyer to make a delivery of goods according to drawings, samples or models then the Buyer shall be responsible for guaranteeing that no rights of a third party are violated by the production and/or the delivery. The Buyer and/or Orderer shall indemnify SENATOR for all claims of a third party due to the violation of protective rights.

VI.8 For orders with advertising texts etc., the advertising to be applied as desired by the Buyer is always to be provided to SENATOR according to the current printing information from the SENATOR advertising catalogue. SENATOR shall not be liable for such incorrect deliveries, which are due to unclear information from the Buyer. If the instructional sketches are available, then only that sketch approved by the Buyer shall be definitive.

VII. Retention of Title

VII.1 SENATOR reserves the right to retain title to the goods (conditional goods) until the receipt of all payments from the sales contract and until the payment of all accounts receivable from the business relations with the Buyer. The Buyer may only resell the goods delivered during the ordinary course of business. All of those debt claims, which result from the resale of the conditional goods, are herewith assigned by the Buyer to SENATOR as security. The Buyer shall be entitled to collect the assigned debt claims as long as he fulfills his payment obligations to SENATOR according to the contract. The Buyer shall be obligated upon the request of SENATOR to name the debtor for the assigned debt claims to SENATOR and to provide SENATOR with all of the information and documents that are required for collection of such debt claims. The Buyer shall be obligated to immediately notify SENATOR of any seizure by a third party of the goods delivered, which are subject to the retention of title, or the debt claims assigned. The assignment of collateral, sale of collateral, pledging and any other disposals of the conditional goods delivered require the prior written permission from SENATOR. In case the Buyer becomes bankrupt, SENATOR shall be entitled to demand from the receiver the assignment of the right to the outstanding counter-performances for goods that have been resold by the debtor in bankruptcy.

VII.2 The Buyer shall promptly notify SENATOR in writing of all seizures by a third party and in particular of any enforcement measures and of other impairments of his property. The Buyer shall reimburse SENATOR for all damages and costs, which are incurred due to the violation of this obligation and due to the required intervention measures against the seizures by a third party.

VII.3 If the Buyer does not fulfill his payment obligations in spite of a demand for payment by SENATOR, then SENATOR may demand the return of the conditional goods that are the property of SENATOR without the prior setting of a time limit. Any transport costs that results from this shall be borne by the Buyer. Seizure of the conditional goods by SENATOR shall be equivalent to the withdrawal from the contract. Upon the return of the conditional goods, SENATOR shall be entitled to realize such goods. The proceeds from such realization shall be applied to the liabilities of SENATOR minus reasonable realization costs.

VIII. Concluding Provisions, Place of Performance, Governing Law and Place of Jurisdiction

VIII.1 The relations between the Contracting Parties shall be governed and construed solely according to the laws of the Federal Republic of Germany. The application of the uniform law concerning the international purchase of movable assets and the law concerning the conclusion of international sales contracts for movable assets is excluded.

VIII.2 The place of performance for all deliveries and payments is Groß-Bieberau. The place of jurisdiction for all disputes between the Contracting Parties is Groß-Bieberau exclusively. However, SENATOR shall be entitled to take legal action against the Buyer at his principal place of business and/or his legal residence.

VIII.3 The Buyer shall not be entitled to assign claims from the sales contract without permission from SENATOR.

VIII.4 If a provision of these General Terms of Delivery and Payment should be or become invalid or unenforceable then this shall not affect the validity of the remaining provisions of the General Terms of Delivery and Payment.

Feb. 2012