I. General Conditions, Area of Validity

1. These General Terms of Business are valid only in relation to enterprises, which act in
performance of a commercial or independent professional
activity. Enterprises in sense
of these General Terms of Business are natural and juridical persons, partnerships with
legal capacity
and public special funds. By issuing an order the Customer recognises
the General Terms and Conditions of Business of A. Sutter Fair Business GmbH (SFB).
Only these Terms and Conditions are valid. Any terms and conditions on the part of the
Customer which conflict
with or deviate from these Terms and Conditions will not be
recognised unless agreement to such terms and conditions is expressly given in writing
by SFB.

2. German law applies exclusively to all contractual relations between SFB and the
Customer.

II. Conclusion of Contract, Responsibility

1. With the placing of order, which can take place orally, in writing, electronically
(per E-Mail or internet) or per telefax, the Customer expresses
his order bindingly.
The order issued is valid only for the work specified in the order form or agreed
verbally.
In case of the electronic placing of an order the Customer obtains an
affirmation
of access. A confirmation of acceptance, which can also be transferred
by
electronic means, is done before publication by SFB.

2. SFB is entitled to deny acceptance of the order or SFB reserves the right to withdraw
from any order, should fault be found with the said order as regards its content, origin
or technical form, should its publication
be unreasonable for SFB or should the Customer
be in payment arrears with regard to previous or current
orders.

3. The Customer bears full liability for the accuracy, completeness and legal admissibility
of all details given to SFB. That applies especially for texts and graphics given as well
as for text and graphic data being accessible by a link. The publication of telephone
numbers and /or other data pertaining to third parties requires the prior approval of
such third parties. The Customer is deemed to have fulfilled this requirement when
placing his order with SFB. The Customer bears sole liability for any infringements
to the
rights of third parties arising from the fulfillment of the Customer’s order, in particular
those rights in respect of copyright, registration of trademarks, and fair competition. This
also applies to any rights to Internet domains, including the registration of such domains
and/or the content/
layout of homepages and Websites. The Customer hereby releases
SFB from liability for all claims made by third parties resulting from such infringements
of rights and from the costs to defend
its rights.

III. Documentation, Amendments and Presentation of Content

1. The Customer is responsible for the delivery of data and documents in time. Advertisement
texts, logos, composition patterns, drawings, data and any other material to be
provided by the Customer for contractual purposes are to be attached to the order or
supplied to SFB automatically
and without further
reminder within 14 days of the order
having been placed at the latest. Should the Customer not make available the documentation
required by the due deadline, SFB is entitled, after the setting and the expiry of a
suitable
period of time, to cancel
the contract and to demand damages for non-performance.
The Customer bears unlimited liability with regard to the transferred and stored
material being free from computervirus, Trojans etc. SFB is entitled to erase these data
without any claims of the Customer. Material made available to SFB will only be
returned to the Customer after fulfillment of the order at the express request and at the
expense of the Customer. Without the express request of the Customer the duty of the
storage of material ends three months after the publication. After the expiry of this
period SFB is entitled to destroy data and documents.

2. The Customer is obliged to inform SFB in writing of any changes occurring in sufficient
time to enable such changes to be implemented. Amendments and updates to the
original order will be subject to charge. Proof sheets will be send only for graphic art
advertisements and only at the express request of the Customer. This condition does not
apply in cases where the Customer makes available complete films or reproducible
copy without requests for amendments or where the Customer adopts the text from the
previous edition
without alteration. If the Customer does not return the correction proof
or demands corrections by writing before the deadline set, the print sample will be
considered
to have been passed for publication. Consideration will only be given to
orders requiring special placement within the publication where such special placement
does not give rise to production problems. SFB is unable to guarantee the publication
dates set by the publishing
house for the appearance of individual projects. SFB bears
no liability for the observance of that date.

3. The information of the publisher of a work (the trade fair company or organiser)
is
decisive for the compiling of an entry in the fair catalogue or in the online document.
SFB can bring no influence to bear on the content
and makeup of such information, in
particular with regard to the indexes of products in the fair catalogues. Even in cases
where the order states otherwise, it is only possible to publish data proved valid by the
publisher.
In order to achieve uniformity of appearance, SFB bears responsibility
for all
decisions regarding design (composition
of text, font, dimensions, graphics). The
Customer agrees to a suitable shortening of the text if the dimension of the entry
ordered prove insufficient. The Customer remains liable for the accordingly
reduced
payment of the abridged entry.
IV. Cancellation, Force Majeure

1. In case of cancellation or limitation of orders issued by the Customer, SFB is entitled to
demand a processing fee of up to 50% of the order amount without having
to provide
proof of the amount of damage incurred. The Customer is permitted
to provide evidence
that no damage at all has been incurred or that the damage is significantly less than the
blanket fee.

2. If the work cannot be published as a whole or in part because of Force Majeure, which
affects either SFB or its suppliers, such as labor disputes, power outages or measures
implemented by official authorities, no claims can be raised by the Customer. Every duty
of SFB to fulfill the contract or to pay damages will expire, especially no damage will
be paid in these cases for advertisements or fixings which are not published or not
published in time.

V. Rates and Conditions of Payment

1. Advertisement rates are given in the SFB price list valid at the time of order placement.
The advertisement rate does not include costs for the production
of print documentation
such as final artwork and films. The same is valid for the inlaying of advertising fixings
or the fixing of bookmarks. These will be invoiced separately. If the publication in online
documents will be offered for a certain period as a whole and the Customer places his
order for publication later, SFB is entitled to invoice the whole time of the online-object
independent from the individually
ordered publication.

2. The VAT rate legally in effect on the date the order is assigned must be added to all
listed prices. Should the tax rate change between the date the contract is concluded and
the date of publication of the work, SFB is entitled
to either reimburse any excess tax
paid or present a retroactive
bill for any shortfall, insofar as applicable law does not
provide otherwise.

3. Regardless of the date of publication of the book or document, the invoice is payable
immediately upon issue without reduction. In case of direct debiting the debit takes
place three days after accounting. Return debit note will be calculated with an administrative
charge of 15,00 €. SFB hereby expressly reserves the right to collect payment in
advance. In case of payment arrears or prolongation of the payment deadline,
a
handling fee and interest
of 8% above the current base lending rate will be due.
A charge of 3,00 € will be made for the second and every additional Reminder.
Payments are only to be made to one of the SFB accounts specified on the invoice with
reference to the Customer’s invoice number and customer number.

4. The Customer only enjoys rights of set off or retention if his counter-claims are legally
established or undisputed by SFB. Besides this, the Customer enjoys the right of retention
only insofar as the counter-claim has its origin in the same contractual relationship.

VI. Warranty

1. SFB is to be advised in writing of any recognizable defects within a period of 30 days
of publication. Merchants entered in the Commercial Register as such are to advise of
such defects without delay. SFB will give no consideration
to complaints received at a
later date; in such cases the entry will be deemed to be approved.

2. Should the entry commissioned in the order not be published, be published only in part
or with changes in content, the Customer does not enjoy the right to subsequent performance
and in particular not to reprint, insertion or the dispatch of supplementary
correction sheets. In case of a paid advertisement,
the Customer is entitled to claim a
reduction of the invoice amount for the according entry or rescission of the contract.
Where complaints
concern electronic documents, SFB is obliged to implement
subsequent
performance under the exclusion of all other claims. It will be done from Monday
to Friday in times customary to business. In the case of delayed, defaulted or unsuccessful
subsequent
performance, the Customer is entitled to withdraw from the contract or to
demand a reduction
of charges.

3. No warranty or damage claims will be assumed for texts or text amendments dictated
over the telephone.

VII. Liability

1. SFB bears unlimited liability with regard to amount and kind for damage caused by
willful action or gross negligence in the case of claims for damages
based on breaches
of duty by SFB, its legal representatives or its vicarious agents. SFB is not liable for
damage resulting from simple
negligence,
unless such damage involves the breach of
material contractual obligations, the fulfillment of which is essential to the purpose of the
contract
(breach of cardinal obligations).

2. In the case of breach of cardinal obligations resulting from simple negligence, SFB
bears liability only for damage typical to the contract which could be reasonably
foreseen upon conclusion of the contract. In such cases, SFB is not liable for indirect
consequential damage or lost profit.

3. In the event the Customer is a merchant entered in the Commercial Register, SFB ‘s
liability for gross negligence of its vicarious agents is limited in amount to the damage
foreseeable for the types of publishing transactions in question.

4. SFB’s liability to pay compensation is limited to € 12,500 per case for all damage
caused by SFB, unless such damage can be attributed to willful action or gross negligence.

5. The aforesaid limitations on liability do not apply in the event claims are asserted based
on damage to life or health or bodily harm, in the event liability
is mandatory based on
the Product Liability Act or in the event a guarantee or a case of fraudulent concealment
of a defect is involved.

6. SFB will commit the order for the publication of online documents prompt to order.
SFB does not bear liability in case of a delay, if the publication can be published
delayed due to the fact of a bottleneck in the working process. A confirmation of the
publication in a certain time is only valid in writing.

7. In the event the advertisement ordered appears in an online product, failure of the
system for a short period of time for reasons of technical necessity does not result in
entitlement to claims for damages.

8. If catalogues or any other ware should be delivered, the risk passes to the Customer as
soon as the ware will be given to the person responsible
for the transport. A confirmation
of the time of delivery is only valid in writing.

VIII. Limitation of Claims

Any claims of the Customer based on defects or compensation for damage expire within
one year of commencement of the legal limitation period. This does not apply to the
limitation of demands in respect of claims based on breaches of duty caused by willful
action or gross negligence or to the cases specified in VII.5. hereof.

IX. Advertising Agents

SFB will not pay commission for the procurement of advertisements through advertising
agents if they are not partner of a contract.

X. Place of Performance, Place of Jurisdiction, Law in Force

The place of performance will be Essen. Should the Customer be a merchant entered in
the Commercial Register, a legal person under public law or a separate estate under
public law, the place of jurisdiction will be Essen. However, SFB is also entitled to
institute legal proceedings
against the Customer at the court of the Customer’s domicile.
Should the Customer transfer
its domicile or usual place of abode to a location outside
the jurisdiction
of the Federal Republic of Germany after conclusion of the contract,
the
place of jurisdiction will be Essen. This likewise applies in the event the domicile or
usual place of abode is unknown at the time at which legal proceedings are instituted.

XI. Data

1. The name and address of the Customer as well as all the data required for the fulfillment
of the order are stored in automated files.

2. The Customer expresses his agreement to a possible publication of the data and texts of
advertisements named in the order in other products published by SFB, in printed or
electronic form. No claim to publication ensues from this clause.

General Terms of Business of A. Sutter Fair Business GmbH

Essen, January 2010