1. Scope of Application
These General Terms and Conditions (hereinafter referred to as "Terms of Service") apply to the booking of services by clients (hereinafter referred to as "Client" or "you") via the Melchers Market Expansion Services platform (hereinafter referred to as "MMES") with C. Melchers GmbH & Co. KG, Schlachte 39/40, 28195 Bremen (hereinafter referred to as "Melchers" or "we"). All services provided by Melchers to Clients shall be performed exclusively on the basis of these Terms of Service, unless expressly agreed otherwise. We expressly object to the inclusion of the Clients' General Terms, also for the future.
2. Subject Matter of the Contract, Services Melchers
Melchers provides Market Expansion Services to the Clients.
The current range of services provided by Melchers can be found on the website mmes.melchers.com. The specific services to be provided by Melchers to the respective Client in connection with an order result from the respective order.
Only registered users/ clients can book services via MMES. A prerequisite for registration is the upload of a valid business license during the registration process, as MMES is a B2B platform.
By registering for an account, you agree to provide us with accurate, complete and current information.
Melchers is entitled to have the services booked by Clients provided by third parties, e.g. subcontractors.
3. Contract Formation
A contract between Melchers and the Clients for the provision of Market Expansion Services is concluded as follows.
Orders are concluded via the "Request Proposal Button" located on each service detail page by confirming a client-specific proposal.
On the basis of information on the requested service (also referred to as Briefing) submitted by Clients to Melchers via the "Request Proposal Button" located on each service detail page on the website mmes.melchers.com, Melchers sends a binding offer to Clients. If Melchers confirms the receipt of the Clients' request, e.g. by email, this confirmation of receipt does not constitute a contract.
The Client can accept this offer/ proposal within the period specified in the individual offer/ proposal on mmes.melchers.com and make a binding booking via the check-out process of MMES.
4. Duties/ Cooperation Duties/ Rights of the Client
The Client is obliged to provide truthful and complete information, in particular with regard to the details and information required for the respective agreed services or requested by Melchers.
The Client shall provide Melchers with all data, information, templates and documents necessary for the performance of the services for strictly confidential treatment. The Client warrants to Melchers that it is entitled to transfer and use the data, templates and documents and the respective rights thereto.
The Client also agrees to provide timely feedback on the performance of the services upon request by Melchers.
Clients shall be entitled to request one-time changes, revisions and corrections ("correction loops") without any additional compensation being charged. Clients shall specify any such requests in detail and submit them to Melchers. The Client and Melchers may agree in the offer/ proposal on further correction loops without remuneration.
If the Client requests additional correction loops, Melchers shall be additionally remunerated for such loops. Melchers shall inform the Client accordingly in advance.
5. Remuneration, Prices
For the payment of the agreed remuneration, you may exclusively use the methods of payment agreed and indicated at the time of booking.
The agreed remuneration is due according to the individual agreement (client-specific offer/ proposal). Down payments and partial invoices are also possible and common.
6. Impediments to Performance, Delays and Changes of Service
If Melchers is unable to provide the services as agreed due to a breach of the Client´s obligations to cooperate, pursuant to section 4., or the Client's other obligations to cooperate, Melchers shall inform the Client and set a reasonable grace period for the removal of the impediment to performance. This shall not apply if the setting of a grace period is dispensable under the statutory provisions. The execution and, if applicable, completion dates shall be extended by the duration of the impediment to performance and the period of time required for the resumption of work.
7. Retention of Title, Set-Off, Right of Retention
To the extent that Melchers also delivers movable goods within the scope of its services, Melchers shall retain title thereto until the claims for payment have been satisfied in full.
If an item delivered by Melchers is firmly connected with an item owned or possessed by the Client, the Client shall assign to Melchers by way of security its claims to which it is entitled as owner against the owner on account of the increase in value of its item resulting from the connection or to which it is entitled as owner against the owner or a purchaser of its property on account of the transfer of possession or sale, in the amount of the value of the item delivered by Melchers. The assignment is subject to the resolutory condition that Melchers' claims for remuneration against the Client arising from the concluded contract expire (e.g. through performance) or that their enforcement is precluded by a permanent objection.
You shall have a right of set-off only to the extent that your counterclaims have been finally determined by a court of law, are undisputed by us or are ready for decision in your favor in a court proceeding or are based on the same contractual relationship. You shall only be entitled to a right of retention if your counterclaim is based on the same contractual relationship.
8. Melchers' Right of Withdrawal
Melchers shall have the right to withdraw from the contract with the Client in the event of circumstances not foreseeable at the time of the conclusion of the contract or occurring between the conclusion of the contract and its performance which justify withdrawal, taking into account a recognizable interest of Melchers, e.g. in cases of force majeure, strike and natural disasters. Likewise, Melchers shall be entitled to withdraw from the contract with the Client if Melchers unforeseenly has no capacity to perform the contractual services or cannot meet the agreed deadlines: In this case, Melchers shall inform the Customer without undue delay and refund any consideration already paid by the Client.
9. Order Processing and Acceptance
After successful conclusion of the contract for a service, the order will receive an individual MMES order number.
Upon completion of the contracted work or an agreed milestone, Melchers will notify the Client of the completion via the "Complete Project Button" (on the Project Page) or "Complete Milestone Button" (on the Project Page) and, if applicable, provide evidence of completion.
The Client is obliged to accept the work produced in accordance with the contract. Acceptance cannot be refused due to insignificant flaws. An order or milestone is considered accepted when the Client confirms this via the "Confirm Project Completion Button" (on the Project Page).
Acceptance can also be declared tacitly by receipt without complaint or by putting the work into use.
Furthermore, an order shall be deemed to be completed and accepted if the Client does not accept the order or submit change requests within 5 days after Melchers has marked the project as completed.
10. Final Provisions
Contracts between Melchers and the Client shall be governed by the laws of the Federal Republic of Germany.
The parties (Melchers and the Client) agree that the Hanseatic City of Bremen shall be the exclusive place of jurisdiction.
The contract shall remain binding in its remaining parts even if individual points are legally invalid. The invalid points shall be replaced by the statutory provisions, if any.