General Terms and conditions
valid as of October 26th, 2021
1. Scope and Definitions
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:
- Visitors to the Platform;
- Commercial buyers of Manufacturing Capacities and Capabilities (“Buyers“); and
- Commercial suppliers of Manufacturing Capacities and Capabilities (“Manufacturers“).
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 30 days in advance by email.
Orderfox offers a marketplace which serves as a partner platform for Manufacturers and Buyers, enabling:
- Buyers to place requests for Manufacturing Capacities and Capabilities on the Platform (“RFQ“), either independently on their own or managed by Orderfox (“MBO”);
- Manufacturers to submit quotes to RFQs on the Platform;
- Matching Manufacturers and Buyers willing to conclude a Manufacturing Contract;
- Users to rate each other based on their interaction (directly or through MBO);
- Orderfox to offer additional services assisting both Buyers and Manufacturers in contract fulfillment (e.g. payment processing, legal frameworks, trade insurances, shipping automation) (together the “Services”).
3. Rights & Obligations of the Buyer
The Buyer is obliged to:
- Provide all information as reasonably requested by Orderfox for the placement of a RFQ;
- Only submit RFQs with an actual interest to conclude a Manufacturing Contract;
- Respond to all quotes submitted by Manufacturer or Orderfox in a reasonable time;
- Keep requests for amendments to accepted quotes within reason.
Buyers using the MBO option are further obliged to:
- Keep Orderfox informed about changes to the RFQ, e.g. if volume changes or the project is cancelled;
- Contact the Manufacturers in a reasonable time after accepting their quote;
- Share all purchase orders for products ordered from Manufacturers that they were matched with on Orderfox within 10 years of the initial introduction.
Orderfox will publish RFQs submitted by Buyers. If the Buyer leverages the MBO service, Orderfox will publish the Buyer’s RFQ as MBO.
4. Rights & Obligations of the Manufacturer
Orderfox offers various membership plans for Manufacturers, including paid memberships with additional benefits and services. The conditions of the memberships, including their benefits and applicable prices and service fees can be found under https://www.orderfox.com/manufacturers/.
To use the Services, Manufacturers must create a User Account and select a membership plan. 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.
4.2 Obligations of Orderfox
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. Users can find an overview on all available mechanisms under https://orderfox.com/orderfox-price-auction/.
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.
4.3 Contract fulfillment
By entering into the Manufacturing Contract, the Manufacturer warrants the performance of the Manufacturing Contract in accordance with the technical drawings of the respective RFQ.
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.
5. Payments & Fees
5.1 Membership Fee
Membership Fees are subject to the terms and conditions of the chosen membership plan. Membership Fees are invoiced yearly and payable in advance. Payment is due within 7 working days from invoicing.
5.2 Service Fee
RFQs may have an applicable service fee, as set out on the Platform. The Manufacturer shall pay a service fee according to the membership plan on the Net Transaction Amount for all successfully brokered orders.
“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 paid by the Buyer according to the Manufacturing contract concluded with the Manufacturer, excluding any taxes or duties. The fee is to be transferred to the account specified by Orderfox within thirty days of the actual receipt of payment (including partial payments in advance) by the Manufacturer.
If payments by the Buyer from a Manufacturing Contract fail, no service fee applies.
5.3 Payment for Manufacturing Contracts
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 fulfillment by providing additional services. Orderfox does not take any responsibility for the solvency of the Buyers or for the delivery or quality of Manufacturers.
6. Disclosure & Audits
The Manufacturer is obliged to process all follow-up orders with Buyers of the Platform via 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.
8. Term & Termination
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 fulfill 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 the Membership. All service fees remain payable. Orderfox may refuse to refund paid Membership Fees if the Manufacturer is at fault.
The use of the services of Orderfox by private customers is prohibited. By utilizing 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 fulfillment 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 defense 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 fulfillment 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.
12. Data Protection
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 Membership.
Such confidential information is exempt from this obligation,
- which was demonstrably already known to the recipient at the time the Platform was accessed or subsequently become known to the User from a third party, without this violating a confidentiality agreement, statutory regulations, or official orders;
- which is public knowledge at the time the Platform was accessed or are made public thereafter, insofar as this is not based on a breach of these Terms;
- which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obligated to disclose shall inform Orderfox in advance and give Orderfox the opportunity to object to the disclosure.
14. Severability Clause
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.
15. Conflict with Additional Terms
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.
16. Governing Law and Jurisdiction
These Terms are governed by Swiss law and you agree to the exclusive jurisdiction of the courts of the city of Zürich, Switzerland.