valid as of December 8th, 2022
These General Terms and Conditions (“Terms“) govern the access to and use of an online platform for connecting manufacturers and buyers at www.orderfox.com and related websites (“Platform“) in connection with tendering of RFQs, matching of suppliers and quotes with such RFQs and all related services in the area of industrial manufacturing (“Manufacturing Capacities and Capabilities”) operated by Orderfox AG (“Orderfox“), unless otherwise agreed.
Platform users (“Users“) are:
Orderfox is the owner and operator of the Platform and the contractual partner to the Users. The Buyers can enter into contracts with the Manufacturers (“Manufacturing Contracts“) through the services of Orderfox.
Orderfox reserves the right to change these Terms at any time, and by using the Platform the User is expected to review such Terms on a regular basis. Orderfox will notify you about material changes to these Terms at least 14 days in advance by email.
Orderfox offers a marketplace which serves as a partner platform for Manufacturers and Buyers, enabling:
Orderfox constantly develops and improves its Services and may modify or either temporarily or permanently stop providing parts of the offered Services at any time and at its sole discretion. Orderfox has no obligation to provide any specific content or suppliers through the Services, and Orderfox may remove certain suppliers from its supplier database at any time and at its sole discretion.
The Buyer is obliged to:
Buyers using the MBO option are further obliged to:
To access certain features of the Platform, unregistered Buyers are allowed to upload their drawings, RFQ and other data. Buyers may register on the Platform once they upload their data. By uploading this data to the Platform, Buyer accepts these Terms and allows Orderfox to use the drawings for commercial purposes.
To use and access all the features of the Services, Manufacturers may have to create a User Account. The Manufacturer undertakes to keep the User Account details (including the company profile) provided up to date and to comply with the obligations and deadlines pursuant to these Terms.
Orderfox offers multiple types of membership to the Manufacturer ("Membership"). Membership plans are specified on the Platform. The Manufacturer accepts the terms of the Membership and acknowledges that certain benefits and Platform features are depending on the chosen Membership plan.
Orderfox will present the Manufacturer’s Manufacturing Capacities and Capabilities on the Platform and to Buyers according to the rules and bidding mechanisms set out in the respective RFQ. In case of MBO RFQs, Orderfox will immediately transmit to the Manufacturer any withdrawal notices, cancellations or other declarations received from Buyers and, if necessary, process them in coordination with the Manufacturer vis-à-vis Buyers.
By entering into the Manufacturing Contract, the Manufacturer guarantees the performance of the Manufacturing Contract in accordance with the technical drawings of the respective RFQ. The Manufacturer shall notify Orderfox within 5 days of the conclusion of a Manufacturing Contract.
The Manufacturer shall provide Orderfox with all necessary and relevant information and materials for the performance of the Manufacturing Contract and shall support Orderfox in its activities.
The Manufacturer shall notify Orderfox immediately of any changes with respect to the information provided and shall notify Orderfox of any changes or additions to Manufacturing Capacities and Capabilities. The Manufacturer shall notify Orderfox immediately when the Manufacturing Contract is fulfilled.
The Manufacturer shall perform the Manufacturing Contract with the Buyer on its own responsibility in accordance with the provisions of the Manufacturing Contract and these Terms.
The Manufacturer shall comply with all prescribed and other standards, in particular the state of the art in the manufacture of Manufacturing workpieces.
RFQs and subsequently brokered orders are subject to an applicable service fee according to the service fee calculator set out on the Platform. The applicable fee and the service fee calculator will be indicated in the respective RFQ quote submission view and must be accepted before submitting a quote. In case the total amount of the successfully brokered order is different than the amount of the RFQ, the applicable service fee will be adjusted according to the accepted service fee calculator.
“Brokered orders” means all Manufacturing Contracts concluded during 3 years between Buyers and Manufacturers which were successfully matched via Orderfox (the “Service Fee Period”). The Service Fee Period begins after Orderfox sends the first service fee invoice based on a Manufacturing Contract.
The Net Transaction Amount is the effective amount actually agreed to be paid by the Buyer according to the Manufacturing contract concluded with the Manufacturer, excluding any taxes or duties.
Fees will include applicable taxes where required by law.
The service fee is to be transferred to the account specified by Orderfox within 14 days after acceptance of the order by the Manufacturer. All follow-up orders during the Service Fee Period between the buyer and the manufacturer are subject to the Orderfox service fees that would be determined at order point.
If users think a correction should be made to any charge they incurred, they must let Orderfox know in writing within 60 days after the charge took place or Orderfox will have no further responsibility and you waive your right to later dispute the amounts charged.
If not agreed otherwise between Orderfox and the Buyer and communicated to the Manufacturer, Payments under the Manufacturing Contract are handled directly between the Buyer and the Manufacturer. Orderfox is not a party to such Manufacturing Contract. However, Orderfox may offer assistance in contract fulfilment by providing additional services. Orderfox does not take any responsibility for the solvency of the Buyers or for the delivery or quality of Manufacturers.
Even in cases where Orderfox facilitates the order and its payment we are not part of the Manufacturing Contract.
Orderfox offers certain Platform features that are subject to recurring Membership fees ("Membership Fee"). If not agreed otherwise, Membership Fees are invoiced yearly or monthly in advance, due within 7 working days from the issue date of the invoice, payable via the indicated payment method, and non-refundable.
Membership Fees will be automatically renewed, unless terminated in accordance with the Terms.
Manufacturers can terminate chosen Membership plans with 60 days written notice to Orderfox. Manufacturers can freeze their subscriptions for up to 3 months, with 30 days written notice to Orderfox.
If not indicated otherwise, all Membership fees are in CHF and exclude VAT and other applicable taxes.
The Manufacturer is obliged to process all follow-up orders with Buyers on the Platform, or to disclose them to Orderfox in full.
During the Service Fee Period, at Orderfox’ costs and not more than once per year, Orderfox may audit the Manufacturer’s business books and other records that relate to the conclusion of Manufacturing Contracts, to ensure compliance with Manufacturer’s obligations under these Terms.
If the audit shows a breach of Manufacturer’s obligations, Manufacturer shall pay all costs of the audit.
By creating a User Account or entering into a MBO agreement, User grants Orderfox the right to use their name, brand, trademarks and other signs as well as to all other materials and information provided for use in connection with the Platform and the business activities of Orderfox for advertisement purposes. Users may opt out of this clause by notifying Orderfox by email.
Orderfox may terminate the provision of its Services at any time and at its sole discretion, if the User materially breaches contractual obligations, including payment obligations, notification obligations for successfully brokered orders, or fails to fulfil material cooperation obligations; or Orderfox ceases operation of the Platform.
After termination of the Services, any obligations of User under these Terms shall remain in force until all pending transactions have been fully settled. The Manufacturer shall, in particular, be obliged to execute all Manufacturing Contracts entered into prior to termination of his contract. All service fees and Membership Fees remain payable to Orderfox.
The use of the services of Orderfox by private customers is prohibited. By utilising Orderfox’ services, the Users declare that they are business customers (i.e. natural or legal persons or legally responsible partnerships entering into a legal transaction by exercising their commercial or independent professional activity) and not private customers (i.e. natural persons entering into a legal transaction for purposes predominantly outside their trade, business, or profession). Orderfox reserves the right to verify that a User is not a private customer (e.g. by checking address details, their business registration or their VAT identification number).
The Platform is provided “as is”, and Orderfox makes no warranties of any kind related to this Platform or the information and materials contained thereon.
Orderfox is not liable for the fulfilment of the Manufacturing Contract by the Manufacturer.
To the extent that a Buyer or a third party asserts liability claims against Orderfox based solely or predominantly on a breach of contract by the Manufacturer, the Manufacturer shall indemnify and hold Orderfox harmless against all claims upon first demand, and shall reimburse Orderfox for reasonable legal defence costs incurred in this regard.
Orderfox, Orderfox’ performance accomplices or legal representatives are liable to the Users in case of intent or gross negligence as well as in case of personal injury. The contractual and non-contractual liability for property damage and financial loss, loss of profit, and consequential harm caused by a defect of the Manufacturer is excluded in the case of slight negligence, insofar as it does not concern liability for the violation of essential obligations, i.e., cardinal obligations. Cardinal obligations are those obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the Manufacturer or the Buyer may regularly rely. In cases of slightly negligent breach of a cardinal obligation, the liability is limited to the amount of damages foreseeable at the time of conclusion of the contract and typical for the contract.
In addition to the limitations provided for in this clause 11, Orderfox’ liability due to a negligent breach of its obligations, regardless of the legal basis of the liability, arising from the entire contractual relationship between a User and Orderfox is limited to the fees paid by User to Orderfox within the twelve months preceding the damaging event.
The Users and Orderfox undertake to comply with all applicable laws on the protection of personal data.
The Manufacturer undertakes to use the Buyer data of which the Manufacturer has become aware in connection with the Services exclusively for the purpose of fulfilling the Manufacturing Contract concluded with the respective Buyer.
The Users and Orderfox shall maintain confidentiality about all internal processes and confidential matters which come to their knowledge in the course of the use of the Platform, in particular about business and trade secrets. The obligation to maintain secrecy shall continue to exist after termination of the service.
Such confidential information is exempt from this obligation:
If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Certain web pages or areas on the Platform may contain additional terms. In case of a conflict between these Terms and any such additional terms, the additional terms prevail.
These Terms are governed by Swiss law and you agree to the exclusive jurisdiction of the courts of the city of Zürich, Switzerland.