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 (Request For Quotation), 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. If you started your subscription prior to November 06.12. 2023, the terms of August 11th 2023 continue to apply to you until further notice.
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“) enabled by the services of Orderfox.
By creating a user account (the “User Account”) or otherwise accessing the Platform, the Users agree with and undertake to use the Platform solely in accordance with these Terms. These Terms incorporate by reference Orderfox's privacy policy (“Privacy Policy“) which can be found at https://www.orderfox.com/privacy-policy/.
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 Users about material changes to these Terms at least 14 days in advance by email.
Orderfox offers a network 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:
Orderfox is allowed to publish RFQs submitted by Buyers anonymised. Orderfox reserves the right to not publish an RFQ submitted by the Buyer.
To access certain features of the Platform, unregistered Buyers are allowed to upload their drawings, RFQ and other data. Buyers may register on the network 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 in accordance with these Terms.
To use and access all the features of the Services, Manufacturers may have to create a User Account. The Manufacturer undertakes to keep the provided User Account details (including the company profile) 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.
Manufacturers and Buyers interact directly with each other. After establishing the connection between the Manufacturer and the Buyer, Orderfox is no longer involved in the conclusion of the Manufacturing Contracts, and Orderfox is no party to such Manufacturing Contracts. The Users acknowledge that the content of the Manufacturing Contract is out of the scope of regulation or control by Orderfox or any member of the Orderfox team. Members and users engage in their business either by utilizing Orderfox's services or independently of it. Orderfox assumes no liability for breaches, cancellations, or any other specifics pertaining to Manufacturing Contracts.
To facilitate Orderfox's Services, Users upload data onto the Orderfox Platform. Any data uploaded from Buyers relating to technical drawings or RFQs (“Sensitive Data'') is subject to the confidentiality requirements under these Terms. Sensitive Data further includes any personal information of the Users or any design files, trade secrets, or confidential information that have been shared with Orderfox. Sensitive Data will only be processed to the extent necessary to fulfill the Services under these Terms.
Other data ("General Data") that Users upload may be analyzed, enriched with publicly available data on the User, and otherwise processed by Orderfox. Orderfox may commercially use General Data and provide it to Buyers, affiliates, subsidiaries and third parties provided that such third parties do not further disseminate it. Orderfox may assign the right to commercially use the General Data to a subsidiary.
Orderfox offers certain Platform features that are subject to recurring Membership fees ("Membership Fee"). If not agreed otherwise, Membership Fees are invoiced yearly in advance, due within 7 working days from the issue date of the invoice, payable via the indicated payment method, and non-refundable. Unless specified otherwise, Membership Fees can only be downgraded at the end of the running period. Membership Fees can be upsold during the running period, automatically extending the running period by 12 months.
Membership Fees will be automatically renewed unless terminated in accordance with the Terms. Manufacturers can terminate chosen Membership plans at the end of the running period:
If not indicated otherwise, all Membership fees are in EUR and exclude VAT and other applicable taxes.
By creating a User Account, 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 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. All Membership Fees remain payable to Orderfox.
The use of the Services of Orderfox by private customers is prohibited. By utilizing Orderfox's 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's 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. Any other liability by Orderfox, Orderfox's performance accomplices or legal representatives is excluded to the maximum extent permitted by applicable law.
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.
Except as set out in these Terms, 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, trade secrets and Sensitive Data. 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. The English version of these Terms governs and supersedes all other language versions.
