Terms and Conditions

General Terms and Conditions
1. Area of application and definitions
1.1 MellMed, owner Sarhink Mella, with its registered office at Königsbergerstraße 11, 53119
Bonn (hereinafter referred to as the "PROVIDER") operates an online marketplace
(hereinafter referred to as the "MARKETPLACE") at www.MellMed.com, which offers third
parties (hereinafter referred to as the "MERCHANT") the opportunity to sell medical
equipment, hospital equipment, laboratory equipment and other products and goods from the
medical field via the Internet in their own name and for their own account to registered
customers (hereinafter referred to as the "CUSTOMER").
1.2 These General Terms and Conditions shall apply to the business relationship between the
PROVIDER and the MERCHANT for the performance of the services rendered by the
PROVIDER to the MERCHANT with regard to the possibility of using the MARKETPLACE
(hereinafter referred to as "Services" for short).
1.3 The PROVIDER's offer is directed exclusively at MERCHANTS who act as entrepreneurs (§
14 of the German Civil Code / BGB) or traders. By concluding the contract, the MERCHANT
confirms to the PROVIDER that it is using the services offered exclusively for a commercial or
business purpose.
1.4 Contradictory, deviating or supplementary general terms and conditions shall not become part
of the contract unless the PROVIDER expressly agrees to their validity. These General Terms
and Conditions shall also apply if the PROVIDER performs services without reservation in the
knowledge that the MERCHANT's terms and conditions conflict with or deviate from these
General Terms and Conditions.
1.5 These General Terms and Conditions shall also apply to all future performance relationships
between the PROVIDER and the MERCHANT (in connection with the MARKETPLACE)
without the need for express incorporation.
1.6 These General Terms and Conditions shall already apply upon the first use of the services
offered, irrespective of whether the selected offer is subject to a charge for the MERCHANT.
1.7 Insofar as the generic masculine is used in the following provisions, this shall apply solely for
reasons of simplicity, without any value being attached thereto.

2. Subject matter of the service
2.1 Upon conclusion of the Agreement, the MERCHANT shall have the right to use the
PROVIDER'S MARKETPLACE for the purpose of the Agreement as a MERCHANT in
accordance with the Terms of Use and to sell goods and products in its own name and for its
own account.
2.2 The subject matter of the service is the possibility to present and sell goods and products via
the MARKETPLACE within a given framework.
2.3 The contract of sale between the MERCHANT and the CUSTOMER is concluded solely
between these two parties. The PROVIDER acts neither as an agent nor as a commercial
representative or otherwise as a sales intermediary, but merely as a technical service
provider.
3. Contract of usage; registration
3.1 In order to use the services of the MARKETPLACE, the MERCHANT must register.

3.2 The PROVIDER decides whether to accept the offer at his own discretion. Upon confirmation
by the PROVIDER, a contract is concluded between the MERCHANT and the PROVIDER.
Non-admission to the MARKETPLACE does not require any justification. There is no
entitlement to admission to the MARKETPLACE.
3.3 As part of the registration process, the MERCHANT is required to create a personal profile. In
doing so, the MERCHANT undertakes to provide the correct and complete data requested, in
particular a valid e-mail address. The e-mail address provided by the MERCHANT shall be the
contact address between the PROVIDER and the MERCHANT.
3.4 The MERCHANT's use of the MARKETPLACE's services is only permitted to the extent
defined by these General Terms and Conditions and under the conditions described herein.
4. Rights of Usage
4.1 The MERCHANT grants the PROVIDER the non-exclusive, royalty-free, irrevocable,
transferable and perpetual right (including the right to grant sub-licences) to distribute,
reproduce, modify or otherwise edit and use the content posted by the MERCHANT. In
particular, the PROVIDER may translate articles and content of the Merchant or make them
displayable on mobile devices and name the merchant in the context of advertising for the
MARKETPLACE and its brands and/or products. Merchant's ideas, suggestions and other
feedback on the MARKETPLACE may be used by PROVIDER for its own purposes, in
particular for the development and improvement of the MARKETPLACE.
4.2 The PROVIDER may offer features that rate the MERCHANT's products or services and/or
enable other users to make such ratings. The MERCHANT agrees that the PROVIDER may
make such ratings publicly available at any time. The PROVIDER may freely use the ratings
as it sees fit. The MERCHANT shall have a right to have demonstrably false ratings deleted;
further claims are excluded.
4.3 The PROVIDER is entitled to make use of third parties as auxiliary persons for the fulfilment of
individual or all contractual obligations.
5. Personal responsibility of the MERCHANT
5.1 The MERCHANT shall use the MARKETPLACE in its own name and under its sole
responsibility. Contracts which the MERCHANT enters into with CUSTOMERS via the
MARKETPLACE shall be exclusively between the MERCHANT and the respective
CUSTOMER. The PROVIDER shall not be a party to such contracts or any other legal
relationship arising between the MERCHANT and the CUSTOMER or any third party. The
MERCHANT shall include a clause to this effect in the terms and conditions used by the
MERCHANT for transactions on the MARKETPLACE.
5.2 The PROVIDER does not and is not obliged to screen the CUSTOMERS of the
MARKETPLACE. The PROVIDER shall not be liable for the solvency of any User, the
accuracy or completeness of any information provided to the MERCHANT by any other User,
or for any other conduct.

6. Obligations of the MERCHANT
6.1 The MARKETPLACE provides the MERCHANT with a platform to offer products. The
MERCHANT undertakes to comply with the Terms of Use and to refrain from any action which
may damage the reputation of the PROVIDER and/or the MARKETPLACE. 6.2 The
MERCHANT undertakes to comply with the Terms of Use and to refrain from any action which
may damage the reputation of the PROVIDER and/or the MARKETPLACE.

6.2 The MERCHANT warrants that it has at all times all the permits and authorisations necessary
for its activities and operations on the MARKETPLACE. It shall provide the PROVIDER with
appropriate evidence of this on request.
6.3 The MERCHANT shall ensure that the information entered about its person (e.g. VAT
identification number, company name, etc.) and products complies with the formats and
specifications required by the PROVIDER as well as the relevant legal requirements and
standards and is correct and complete at all times. The MERCHANT shall identify itself as the
Seller and as the addressee for complaints or returns.
6.4 The MERCHANT shall expressly state the country or countries from which its Products are
shipped or in which related services are provided.
6.5 The MERCHANT shall ensure that the Products offered by it do not infringe any third party
rights, in particular trademark rights, patent rights, copyrights and other intellectual property
rights. The MERCHANT shall ensure that no third party rights are infringed by the content it
posts or by its other activities on the MARKETPLACE. If claims for infringement of intellectual
property rights are asserted against the MERCHANT in connection with his activities on the
MARKETPLACE or if fines or other official sanctions are imposed, he shall inform the
PROVIDER thereof in writing without delay.
6.6 The MERCHANT's Account is in principle non-transferable.
6.7 The MERCHANT is solely responsible for the content posted by him. The Merchant's
placement on the MARKETPLACE does not release the MERCHANT from its legal or
operational obligations to keep records.
6.8 The MERCHANT acknowledges that it may be temporarily or permanently excluded
("deactivated") from the Offer by the PROVIDER at any time in the event of a breach of the
terms and conditions set out herein.
6.9 The MERCHANT is obliged to keep its access data, in particular the password chosen by it,
secret at all times and to prevent any unauthorised access to its user account by third parties
by means of suitable measures. The MERCHANT is obliged to inform the PROVIDER
immediately if there are any indications that the access data could be used without
authorisation. The MERCHANT shall be liable for any misuse of the user account and/or its
data.
6.10 The Merchant shall only use its Merchant Account within the limits defined in these
General Terms and Conditions. In particular, he shall refrain from using his merchant account
or the products he has posted:
- make available defamatory, offensive or otherwise illegal material or information;
- threatening or harassing other persons or violating the rights (including personal rights) of third
parties;
- upload data that contains viruses;
- Upload software or other material that is protected by copyright unless the merchant holds the
rights to it or has the necessary consents;
- intercept or attempt to intercept e-mails
- engage in direct marketing;
- disclose logins and personal passwords to third parties or share them with third parties;
- share customer data generated through the Merchant Account with third parties.

6.11 The MERCHANT shall indemnify the PROVIDER against all claims, fines, penalties,
damages and costs arising out of any breach by the MERCHANT of the Agreement (including
the Terms of Use) or applicable law or otherwise in connection with the MERCHANT's
activities or transactions on the Marketplace.

7. Remuneration
7.1 The PROVIDER shall receive a basic fee for admission and participation in trading via the
MARKETPLACE. In addition, the PROVIDER shall receive a transaction-dependent share in
the turnover generated by the MERCHANT via the MARKETPLACE. Details are set out in the
price list.
7.2 All amounts are exclusive of the statutory value added tax applicable at the time.
7.3 The MERCHANT's obligation to pay shall also remain in force in cases where the
performance cannot be carried out for a reason for which the MERCHANT is responsible. In
this case, however, the PROVIDER must take into account any expenses saved or not
incurred by the PROVIDER.
7.4 All payments to be made by the CUSTOMER shall be due in advance immediately after
conclusion of the contract. Payment providers are prepayment, Paypal or Stripe. The
CUSTOMER agrees to receive the invoice electronically.
7.5 The MERCHANT may only exercise its right of set-off or exercise a right of retention against
claims that have been determined by a court of law, are undisputed or have been recognised
by the PROVIDER as existing.

8. Settlement of payments in the relationship CUSTOMER / MERCHANT
8.1 The PROVIDER shall collect the remuneration payable by the CUSTOMER to the
MERCHANT for the products sold via the MARKETPLACE via a fiduciary relationship by
STRIPE and pay it to the MERCHANT as soon as the CUSTOMER has confirmed the
correctness of the delivery.
8.2 In addition, reference is made to STRIPE's General Terms and Conditions.
9. Evaluation of the MERCHANT by the CUSTOMER
9.1 The MERCHANT may be evaluated by its CUSTOMERS and third parties within the
framework of an evaluation system specified by the PROVIDER. The PROVIDER shall
provide a technical solution for this purpose which contains certain categories. In addition, the
Rater has the possibility to make a short individual comment on his purchase. The
MERCHANT is aware that these evaluations will be made publicly accessible by the
PROVIDER on the marketplace. He expressly agrees to this.
9.2 The aim of the rating is to enable the CUSTOMER to check the quality and thus to increase
the level of quality and thus the trust in the platform.
9.3 The PROVIDER is not responsible for the content of the ratings and will not check the ratings
for factual accuracy or for their legal admissibility before publication. It is the sole responsibility
of the Merchant to permanently check the ratings and to notify the PROVIDER if, for example,
insulting, disparaging or otherwise obviously illegal ratings have been posted. In such cases,
the PROVIDER will block the content for retrieval and publish a notice that the rating had to be
blocked.

10. Liability for damages
10.1 The PROVIDER is liable, regardless of the legal grounds, within the framework of the
statutory provisions only in accordance with the following clauses.
10.2 The PROVIDER is only liable for damages arising from injury to life, limb or health as
well as for damages based on intent or gross negligence on the part of the PROVIDER or one
of its legal representatives or vicarious agents. In addition, the PROVIDER shall be liable,
limited to compensation for the foreseeable damage typical for the contract, for such damage
that is based on a slightly negligent breach of material contractual obligations by him or one of
his legal representatives or vicarious agents. Material contractual obligations are obligations
the fulfilment of which is essential for the proper performance of the contract and compliance
with which the CUSTOMER may regularly rely on.
10.3 The PROVIDER assumes no liability for unforeseen software malfunctions from the
sphere of third parties, or technical "bugs" or data losses over which the PROVIDER itself has
no influence. The PROVIDER endeavours to remedy any server faults as quickly as possible
and to carry out maintenance work carefully. Furthermore, the PROVIDER cannot guarantee
the CUSTOMER constant accessibility of the MARKETPLACE.
10.4 The CUSTOMER indemnifies the PROVIDER against all third-party claims asserted
against the PROVIDER by third parties due to the violation of these General Terms and
Conditions by the user. In this case, the CUSTOMER shall also reimburse the PROVIDER for
all costs incurred for legal action and defence.

11. Responsibility for content
11.1 The MERCHANT shall be solely responsible for the legality, completeness, legal conformity and
correctness of the content posted by the MERCHANT.
11.2 The MERCHANT's responsibility relates in particular, but not exclusively, to legal requirements
with regard to mandatory information in product advertising (e.g. from the Price Indication Ordinance)
and provisions under competition law.
11.3 The MERCHANT shall indemnify the PROVIDER against all claims asserted by third parties
against the PROVIDER for the infringement of their rights based on the content or offers posted by the
Merchant. In particular, the MERCHANT shall indemnify the PROVIDER against the costs of
necessary legal defence (including court costs and lawyers' fees on the basis of the RVG), unless the
MERCHANT is not responsible for the infringement.
12. Data Protection, Confidentiality
12.1 The processing of personal data for the performance of the contractually agreed services shall be
carried out in accordance with national and European data protection laws. The processing of
personal data required to fulfil the contractual offer is based on Art. 6 lit. b DS-GVO. Beyond this,
further processing of data or disclosure to third parties shall only take place in those cases in which
the CUSTOMER has previously given his express consent or the processing/disclosure is necessary
for the performance of the contract and this corresponds to the interests of the CUSTOMER. In all
other respects, the PROVIDER refers to the data protection provisions, available under WEBSITE.
12.2 The contracting parties undertake to treat as confidential any information or documents from the
other party's sphere that become known to them in the course of the performance of the contract and
that are not in the public domain or generally accessible. This confidentiality obligation shall continue
to exist after termination of the contractual relationship.
13. Advertising
13.1 The MERCHANT has the right to place advertisements for the purchase or sale of equipment in
accordance with its account and the products it offers. When the MERCHANT places an

Advertisement, it simultaneously grants the PROVIDER the right to redistribute this Advertisement on
third party platforms.
13.2 When placing Advertisements, the MERCHANT is obliged to provide true, accurate and complete
information about the relevant Product. By posting information about the Device, the User
acknowledges that it has the right to sell such Device. The user guarantees that the devices offered by
him are free from claims of third parties.
13.3 The MERCHANT is obliged to independently verify all the information contained in the
advertisement concerning the equipment he has posted on the Website. If the information is found to
be untrue, the MERCHANT shall immediately edit the Advertisement.
13.4 The heading of the Advertisement must be consistent with the text and nature of the
Advertisement itself. In any Advertisement for the sale of Equipment, the User must state the
manufacturer and model of the Equipment and the price in the relevant currency.
13.5 All photos and videos uploaded by the MERCHANT must comply with the title and text of the Ad
and the terms of the selected account. By uploading photos and videos to the Website, the User
acknowledges that he/she has the right to use the relevant images and videos and that he/she is in no
way infringing the intellectual property rights of third parties.
13.6 In connection with the placement of Advertisements, the MERCHANT is specifically prohibited
from:
- publish untrue information, as well as publish information and take actions that violate the
applicable law or the rights of third parties;
- use obscene terms;
- take any action to mislead other users
- publish any other information or statements of a negative nature. The PROVIDER reserves
the right to change the wording used by the user and to determine the permissibility of their
use;
- The advertisement may be selectively tested by the PROVIDER before and after placement.
13.7 The PROVIDER shall have the right to:
- use the information provided by the MERCHANT Content in accordance with the provisions of
these Terms and Conditions;
- make corrections to the text of the MERCHANT's Advertisement;
- move Advertisements to other areas of the MARKETPLACE
- monitor, place, remove, modify, store or display Advertisements posted on the
MARKETPLACE at any time and for any reason;
- delete or archive advertisements on the MARKETPLACE if they are no longer relevant, are
incorrect in content or infringe third party rights;
14. Removal of content; blocking
14.1 The inclusion or removal of MERCHANT Content on the MARKETPLACE is at the discretion of
the PROVIDER. In particular, the PROVIDER shall refuse to post the MERCHANTS' Content or shall
remove posted Content if it does not comply with the PROVIDER's other terms and conditions.
14.2 If a content posted by the MERCHANT is objected to by the PROVIDER or a third party, the
PROVIDER is entitled to remove this content from the MARKETPLACE immediately and without any
further examination in order to avoid its own legal disadvantages.
14.3 The PROVIDER shall be entitled to temporarily block the MERCHANT's access without undue
delay if
- the MERCHANT repeatedly breaches any of the PROVIDER's other terms and conditions;
- the MERCHANT repeatedly fails to respond to enquiries or complaints from CUSTOMERS
within two business days,
- there is any other case of misuse of the Services,

- there is an extraordinary reason for termination.

15. Property Rights, Database
15.1 The PROVIDER's entire offering is subject to the respective industrial property rights (such as
copyright law) and is legally protected by the PROVIDER and/or its licensors. This also applies in
particular to the entire data and database structure as well as to the external appearance of the
internet presence.
15.2 All legally protected contents of the PROVIDER, as well as the entire data and database
structure, may not be published, reproduced, made publicly accessible or passed on to third parties
without the express prior consent of the PROVIDER. The CUSTOMER is granted a simple, non-
transferable Right of Usage, limited in time to the duration of the contract, to reproduce the analysis
results for personal use (e.g. by printing, copying). Any commercial use without the prior consent of
the PROVIDER is inadmissible in any case.
15.3 Automated data retrieval by scripts, bots, crawlers or similar, by bypassing the search mask, by
search software or comparable actions (in particular data mining or data extraction) and the tapping of
the protected data and database contents in any other way is not permitted. The right to assert claims
for damages in this respect is expressly reserved.

16. § 3A Job Marketplace and Job Advertisements
3A.1 Scope of Services

MellMed operates a digital job marketplace for companies, hospitals, nursing facilities, medical
practices, and other healthcare institutions.

The publication of job advertisements is only possible after purchasing a paid package or maintaining
an active membership.

There is no entitlement to the publication of job advertisements.

3A.2 Role of MellMed

MellMed is neither an employer nor a recruitment or employment agency and solely provides the
technical platform for publishing and managing job advertisements.

Employment contracts are concluded exclusively between employers and applicants.

MellMed assumes no responsibility for the content, conclusion, or execution of such employment
relationships.

3A.3 Responsibilities of Employers

Employers are solely responsible for:

the legality of their job advertisements;
compliance with applicable labor laws;
compliance with anti-discrimination regulations and applicable equal treatment laws;
the accuracy and timeliness of the information provided;
all obligations towards applicants and employees.

The employer shall indemnify and hold MellMed harmless against any third-party claims arising from
unlawful job advertisements or violations of applicable laws.

§ 3B Applicants and Application Documents
3B.1 Forwarding of Applications

Applicants agree that their application documents may be forwarded to the respective employers,
hospitals, or healthcare institutions.

3B.2 No Placement Guarantee

MellMed does not guarantee:

the success of an application;
the filling of a vacancy;
the availability of published job offers;
the quality or suitability of employers or applicants.
3B.3 Liability

To the extent permitted by applicable law, MellMed shall not be liable for employment contracts, salary
agreements, dismissals, or any other employment-related disputes.

§ 6A Manufacturer Profiles and Paid Memberships

Manufacturers and companies may create paid company profiles on MellMed.

All published information, products, and content are provided solely by the respective company.

The respective manufacturer or seller is solely responsible for:

product descriptions;
technical specifications;
pricing;
delivery terms;
warranties;
statutory guarantees;
product liability;
legal approvals and authorizations;
CE markings;
compliance with applicable medical device regulations.
§ 7A Subscription and Commission Models

MellMed may offer various pricing models, including, but not limited to:

annual subscriptions;
monthly memberships;
transaction-based commissions;
paid job advertisements;
paid manufacturer profiles.

The applicable fees are set forth in the published price lists or in individual agreements.

If a commission-free subscription is purchased, no additional sales commission shall be charged for
the agreed contractual period.

Supplement to § 10 Liability

MellMed operates exclusively as a technical platform for the publication of job advertisements,
company profiles, and the sale and mediation of third-party products.

Unless expressly agreed otherwise, MellMed is neither an employer, manufacturer, seller, importer,
commercial agent, nor a contractual party to any agreements concluded between users.

MellMed does not guarantee the accuracy, completeness, or timeliness of any content, job
advertisements, product information, or company profiles provided by users.

To the extent permitted by applicable law, MellMed shall not be liable for:

employment relationships between employers and applicants;
product defects;
delivery delays;
warranty claims;
guarantee claims;
disputes between users;
successful placements or business transactions;
loss of revenue;
loss of profits;
third-party content.

Nothing in this provision shall exclude or limit liability for intentional misconduct, gross negligence, or
damages resulting from injury to life, body, or health, or any other mandatory statutory liability
provisions.

17. Right of revocation
The PROVIDER concludes contracts exclusively with entrepreneurs within the meaning of § 14 of the
German Civil Code (BGB), so that there is no statutory right of revocation.
18. General Provisions
17.1 To the extent permitted by law, the place of performance is Stuttgart. The exclusive place of
jurisdiction for disputes with merchants, legal entities under public law or special funds under public
law arising from contracts is Neustadt (Wied).
17.2 Subsidiary agreements to these General Terms and Conditions do not exist and must in any case
be in writing in order to be effective. This shall also apply to any amendment of this provision itself.
17.3 The possible invalidity or ineffectiveness of one or more provisions of these General Terms and
Conditions shall not affect the effectiveness of the remaining provisions. The parties undertake to
replace the invalid provision with a valid provision that comes as close as possible to the intended
provision in economic and legal terms.
17.4 The PROVIDER reserves the right to amend these General Terms and Conditions for important
reasons at any time, unless the amendment is unreasonable for the Merchant. Important reasons are,
in particular, changes in the law, changes in jurisdiction or significant operational and/or economic
changes of the PROVIDER. In this case, the PROVIDER shall notify the MERCHANT in due time. If
the MERCHANT does not object to the new General Terms and Conditions within a period of two
weeks after notification, the amended General Terms and Conditions shall be deemed accepted by
the MERCHANT.
17.5 All disputes in connection with the use of the MARKETPLACE shall be governed exclusively by
the laws of the Federal Republic of Germany, irrespective of the legal reason, to the exclusion of all
provisions of conflict of laws referring to another legal system.
Status: 22. März 2022