General Terms and Conditions

Valid from 06.12.2023

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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 (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:

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“) 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.

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2. Services

Orderfox offers a network which serves as a partner platform for Manufacturers and Buyers, enabling:

Buyers to independently place requests for Manufacturing Capacities and Capabilities on the Platform (“RFQ“);
Buyers to search Orderfox's database of Manufacturers;
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;
Buyers and Manufacturers to communicate directly through the provided communication options;
Orderfox to offer additional services assisting both Buyers and Manufacturers in contract fulfillment (together the “Services”).

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.

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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.

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.

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4. Rights & Obligations of the Manufacturer

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4.1 User Account

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.

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4.2 Types of membership

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.

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4.3 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. 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.

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4.4 Direct Contracts between Users

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.

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4.5 Data Usage

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.

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5. Payments & Memberships

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.

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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:

yearly Membership plans with 60 days written notice to Orderfox;
monthly Membership plans with 14 days written notice to Orderfox.

If not indicated otherwise, all Membership fees are in EUR and exclude VAT and other applicable taxes.

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6. Advertisements

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.

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7. 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.

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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.

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9. Restrictions

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).

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10. Warranty

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.

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11. Liability

Orderfox is not liable for the fulfillment of the Manufacturing Contract by the Manufacturer.

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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.

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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.

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12. Data Protection

The Users and Orderfox undertake to comply with all applicable laws on the protection of personal data.

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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.

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13. Confidentiality

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.

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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.

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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.

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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.

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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. The English version of these Terms governs and supersedes all other language versions.

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General Terms and Conditions

Before 06.12.2023

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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 (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 June 8^th 2023, the terms of May 31^st 2023 continue to apply to you until further notice.

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“).

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2. Services

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”);
Buyers to search Orderfox's database of Manufacturers;
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;
Orderfox to offer additional services assisting both Buyers and Manufacturers in contract fulfilment (together the “Services”).

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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 3 years of the initial introduction.

Orderfox will 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 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 in accordance with these Terms.

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4. Rights & Obligations of the Manufacturer

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4.1 User Account

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4.2 Types of membership

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4.3 Obligations of Orderfox

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4.4 Contract fulfilment

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.

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4.5 Data Usage

Other data ("General Data") that Users upload may be analysed, 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.

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5. Payments & Memberships

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. 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:

yearly Membership plans with 60 days written notice to Orderfox;
monthly Membership plans with 14 days written notice to Orderfox.

If not indicated otherwise, all Membership fees are in EUR and exclude VAT and other applicable taxes.

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6. Disclosure & Audits

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, respectively the Membership Fee Period, at Orderfox's costs and not more than once per year, Orderfox may audit the Manufacturer’s manufacturing capabilities, 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.

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7. Advertisements

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.

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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 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.

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9. Restrictions

The use of the Services of Orderfox by private customers is prohibited. By utilising 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).

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10. Warranty

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.

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11. Liability

Orderfox is not liable for the fulfilment of the Manufacturing Contract by the Manufacturer.

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. 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's 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 12 months preceding the damaging event.

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12. Data Protection

The Users and Orderfox undertake to comply with all applicable laws on the protection of personal data.

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13. Confidentiality

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.

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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.

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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.

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16. Governing Law and Jurisdiction

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