Welcome to the Shapeways website (the “Site”). These Terms of Use (the “Terms”) create a legal agreement between you (“You”) and Shapeways.
The Site is a copyrighted property of Shapeways. Certain features of the Site may be subject to specific guidelines, terms, or rules, which will be posted on the Site in relation to those features. Additionally, your submission of information, including personal data, through or in connection with the Site is governed by our Privacy Policy, which may be updated periodically. All supplementary terms, guidelines, and rules, including our Privacy Policy and Terms and Conditions of Sale, are incorporated into these Terms by reference. Unless otherwise specified, any capitalized terms used here will have the same meaning as those defined in our Terms and Conditions of Sale.
These Terms establish the legally binding conditions that govern your use of the Site and apply to all information, recommendations, and services provided to you through the Site. By accessing or using the Site, you agree to these Terms (either for yourself or on behalf of the entity you represent) and confirm that you have the legal right, authority, and capacity to enter into these Terms (for yourself or on behalf of the entity you represent). You may not access or use the Site or accept these Terms if you are under 18 years old or not of legal age to enter into a valid contract according to the laws applicable to you. If you do not agree to all the provisions of these Terms, you must not access or use the Site.
Our Site, apps, products, and services are intended for businesses and their representatives. We do not cater to individual consumers or those seeking to use our products and services for personal or household purposes.
1. Accounts
1.1. Account Creation. To access certain features of the Site, you must create an account (“Account”) and provide specific information as requested by the registration form. You represent and warrant that: (a) all registration information you provide is accurate and truthful, and (b) you will keep this information up to date. You may delete your Account at any time, for any reason, by following the instructions provided on the Site. We reserve the right to suspend or terminate your Account as outlined in these Terms.
1.2. Account Responsibilities. You are responsible for keeping your Account login information confidential and are fully accountable for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use or suspected unauthorized use of your Account, or any other security breach. We are not liable for any loss or damage resulting from your failure to meet these obligations.
2. Access to the Site
2.1 Restrictions. The rights granted to you under these Terms are subject to the following limitations: (a) You may not license, sell, rent, lease, transfer, assign, distribute, host, reformat, or otherwise commercially exploit the Site, or any content displayed on it, in whole or in part; (b) You may not modify, create derivative works, disassemble, reverse compile, or reverse engineer any part of the Site; (c) You may not use the Site to develop a similar or competing website, product, or service; and (d) unless expressly allowed, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future releases, updates, or additional functionality or content for the Site will be subject to these Terms. All copyright and proprietary notices on the Site or its content must be retained on all copies.
2.2 Modifications. We reserve the right to modify, suspend, or discontinue the Site, in whole or in part, at any time, with or without notice. You agree that we will not be liable to you or any third party for any such modification, suspension, or discontinuation.
2.3 No Support or Maintenance. You acknowledge that we have no obligation to provide you with support or maintenance services for the Site.
2.4 Ownership. Except for any User Content (as defined below) you provide, you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by us or our suppliers. These Terms, and your access to the Site, do not grant you or any third party any rights, title, or interest in such intellectual property. We reserve all rights not explicitly granted under these Terms. No licenses are provided under these Terms, whether express, implied, or otherwise.
3. User Content
3.1 User Content Definition. “User Content” refers to any information or content submitted by a user to or used with the Site (e.g., profile content, communications with Shapeways via voice, email, text, or other messaging, including data, 3D CAD data, and 2D technical drawings). You are solely responsible for your User Content and assume all risks associated with its use, including reliance on its accuracy, completeness, or suitability, and any personal disclosure within the content. You represent and warrant that your User Content complies with our Acceptable Use Policy. Since you are responsible for your User Content, you may be liable if it violates the Acceptable Use Policy. We are not obligated to back up User Content, and it may be deleted without prior notice. You are responsible for maintaining your own backup copies of your User Content if needed.
3.2 License. By submitting User Content to Shapeways, you grant Shapeways a non-exclusive, royalty-free, fully paid, worldwide, transferable, and sub-licensable right and license to use, copy, modify, reproduce, distribute, and display the data (including 3D CAD data and 2D technical drawings), documentation, drawings, and specifications in your User Content. This license is solely for the purposes of (1) providing the Site and related services and (2) improving our products and services. You also irrevocably waive any claims or assertions of moral rights or attribution with respect to your User Content.
3.3 Your Representations. By creating an account on the Site, you authorize Shapeways to use your trademarks, logos, names, or signs for marketing purposes, such as mentioning you as a customer on the Site and in promotional materials (e.g., advertisements, press releases, presentations). Shapeways will not use your name if you are an individual, and your content will remain subject to confidentiality clauses outlined in these Terms.
(a) You represent and warrant that you have the authority to use the Site and enter legally binding agreements. The information on the Site is only available to individuals aged 18 or older who can legally form contracts under applicable law.
(b) You represent and warrant that all information you submit to the Site is accurate and that you have the right to provide User Content, documentation, drawings, and specifications, and to grant the license referenced in Section 3.
(c) You represent and warrant that you will use any User Content and resulting parts in compliance with applicable laws and requirements.
(d) You agree and warrant that you will not use the Site to:
(i) Upload, transmit, or distribute any viruses, worms, or software intended to damage or alter systems or data;
(ii) Send unsolicited or unauthorized advertising, spam, chain letters, or similar messages;
(iii) Collect information about other users, such as email addresses, without their consent;
(iv) Disrupt or overburden servers or networks connected to the Site, or violate associated policies;
(v) Attempt to gain unauthorized access to the Site, other systems, servers, or networks through methods like password mining;
(vi) Harass or interfere with other users’ enjoyment of the Site;
(vii) Use automated software or scripts to create multiple accounts, automate searches, or scrape data from the Site;
(viii) Threaten or harass any person or entity.
(e) You further represent and warrant that you will use the Site, User Content, and resulting parts in accordance with our Acceptable Use Policy.
3.4 Acceptable Use Policy. The following constitutes our “Acceptable Use Policy”:
(a) You agree to use the Site in compliance with our Export Control Policy:
(i) You acknowledge that Shapeways does not accept Export Controlled Data, defined as data controlled under E.U. or U.S. law based on your place of order or residency. This includes data under the E.U. Common Military List, E.U. Dual Use Regulation, U.S. International Traffic in Arms Regulations, or U.S. Export Administration Regulations.
(ii) You certify that your data and orders do not include Export Controlled Data.
(iii) You understand that by uploading data to the Site, you are exporting data to other countries where Shapeways operates.
(iv) You acknowledge it is your responsibility to provide accurate export classifications and comply with all relevant laws.
(v) You warrant that the production, shipping, sale, and use of goods in your order comply with export control laws.
(vi) You will not, directly or indirectly, sell, transfer, or dispose of products or technology received from Shapeways to any prohibited destinations or uses without government authorization.
(vii) You may not use the Site if you are subject to sanctions from the U.S., E.U., or your country of residence.
(b) You further represent and warrant compliance with our Content Policy, which includes that:
(i) Your User Content does not contain any weapons or weapon components, including firearms, ammunition, bladed weapons, explosive devices, or accessories;
(ii) Your User Content does not infringe intellectual property rights;
(iii) Your User Content is not harassing, offensive, harmful to minors, or discriminatory;
(iv) Your User Content will not be implanted in a human body or be subject to FAA inspection;
(v) Your User Content complies with all applicable laws and our Export Control Policy.
3.5 Enforcement. We reserve the right to review any User Content and take action, including removal, modification, termination of your account, or reporting to authorities if you violate the Acceptable Use Policy or any other Terms. Attempting to damage the Site or disrupt Shapeway’s operations may result in civil and criminal penalties, and we may seek damages.
3.6 Feedback. If you provide feedback or suggestions regarding the Site (“Feedback”), you assign all rights in the Feedback to us, and we may use it as we see fit. We will treat Feedback as non-confidential and non-proprietary. You agree not to submit any Feedback that you consider confidential.
4. Third-Party Links & Ads
4.1 Third-Party Links & Ads. The Site may include links to third-party websites and services, as well as advertisements for third parties (collectively, “Third-Party Links & Ads”). These Third-Party Links & Ads are not under our control, and we are not responsible for them. We provide access to these Third-Party Links & Ads solely for your convenience and do not review, approve, monitor, endorse, warrant, or make any representations regarding them. Your use of any Third-Party Links & Ads is at your own risk, and you should exercise caution and discretion. When you click on any Third-Party Links & Ads, the terms and policies of the relevant third party, including their privacy and data practices, apply. It is your responsibility to conduct any necessary investigations before engaging in any transactions related to these Third-Party Links & Ads.
4.2 Release. You hereby release and forever discharge Shapeways (including our officers, employees, agents, successors, and assigns) from any and all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, or causes of action of any kind (including personal injuries, death, and property damage), arising directly or indirectly from or related to your use of the Site (including interactions with, or acts or omissions of, any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
5. Indemnification. You agree to indemnify and hold harmless Shapeways, including its officers, directors, employees, representatives, agents, affiliates, and their respective officers, directors, employees, representatives, agents, and (sub)contractors (including manufacturing partners), from any liabilities, losses, claims, demands, damages, penalties, costs, and expenses (including attorneys’ fees, court costs, and litigation expenses) arising from: (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. Shapeways reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate with our defense. You also agree not to settle any matter without our prior written consent. We will make reasonable efforts to notify you of any such claim, action, or proceeding as soon as we become aware of it.
6. Disclaimers
6.1 The Site and our services are intended for general informational purposes only and should not be considered as advice.
6.2 THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHAPEWAYS (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, CONTRACTUAL, OR STATUTORY. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) DO NOT WARRANT THAT THE SITE WILL MEET YOUR EXPECTATIONS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR ACCURATE, RELIABLE, FREE OF MALWARE, VIRUSES, OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF ANY WARRANTIES ARE REQUIRED BY MANDATORY LAW, THEY WILL BE LIMITED TO A DURATION OF NINETY (90) DAYS FROM THE DATE OF FIRST USE.
7. Limitation on Liability
7.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, IN NO EVENT SHALL SHAPEWAYS (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, ACTIONS, INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, LOST PROFITS, LOST DATA, LOST INCOME, DAMAGE TO PROPERTY, COSTS OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (I) THESE TERMS; (II) YOUR USE OR INABILITY TO USE THE SITE, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES, OR INACCURATE OR INCOMPLETE INFORMATION ON THE SITE; (III) YOUR USE OR INABILITY TO USE ELECTRONIC COMMUNICATIONS WITH THE SITE, INCLUDING DAMAGES DUE TO FAILURE, DELAY, INTERCEPTION, OR MANIPULATION OF COMMUNICATIONS BY THIRD PARTIES OR SOFTWARE THAT TRANSMITS VIRUSES; (IV) CLAIMS FROM THIRD PARTIES. THIS APPLIES WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT MAY RESULT.
7.2 TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE CAUSE OF ACTION, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS WILL ALWAYS BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO US UNDER THE ORDER THAT GAVE RISE TO THE LIABILITY. MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS.
7.3 THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. HOWEVER, SHAPEWAYS DOES NOT EXCLUDE ANY LIABILITY THAT CANNOT BE LEGALLY EXCLUDED.
8. Term and Termination
8.1 Term. These Terms will remain in effect while you use the Site, subject to this Section. We reserve the right to suspend or terminate your access to the Site (including your Account) at any time, at our sole discretion, for any reason, including any violation of these Terms. Upon termination, your Account and your right to access and use the Site will be revoked immediately. You acknowledge that termination of your Account may result in the deletion of your User Content from our live databases. Shapeways will not be liable for any termination of your rights or the deletion of your User Content. Even after termination, Sections 2 through 9 of these Terms will remain in effect.
8.2 Changes. These Terms may be revised periodically. If we make significant changes, we may notify you by sending an email to the most recent email address you provided or by prominently posting a notice on the Site. It is your responsibility to keep your contact information up to date. If your provided email is invalid or undeliverable, the email will still serve as effective notice of the changes. These changes will apply immediately to new users, and your continued use of the Site after such notice will indicate your acceptance of the updated Terms. If you are not a new user and do not use the Site for 30 calendar days following notification (via email or posted notice), the expiration of the 30 days will indicate your acknowledgment of the changes.
8.3 Disclosures. We are located at the addresses listed in these Terms.
8.4 Electronic Communications. Communications between you and Shapeways will occur electronically, whether via the Site or email. You (a) consent to receive communications from us electronically, and (b) agree that all terms, agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirements for written communication. This does not affect your non-waivable rights.
8.5 Entire Agreement. These Terms, along with the Terms and Conditions of Sale (if you place an order) and the Privacy Policy, represent the entire agreement between you and us regarding the use of the Site and any orders placed through it.
8.6 Waiver. Any waiver of rights or remedies by us under these Terms will only be effective if in writing and signed by an authorized representative. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision, nor prevent future enforcement of it. No single or partial exercise of any right will limit further exercise of the same or any other rights.
8.7 Headings and Interpretation. Section headings are for convenience only and have no legal effect. The term “including” means “including without limitation.”
8.8 Consumer Use. If you use the Site as a consumer, contrary to the intended professional use outlined in these Terms, some terms may not apply to you. In such cases, your rights under applicable consumer law are not limited by these Terms, except where permitted by law. As orders are custom-made, there is no right of withdrawal or cancellation.
8.9 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain unaffected. The invalid or unenforceable provision will be modified to reflect the original intent as closely as possible and will be enforceable to the maximum extent allowed by law.
8.10 Assignment. You may not assign, subcontract, delegate, or transfer these Terms or your rights and obligations under them without our prior written consent. Any attempt to do so without consent is null and void. Shapeways may freely assign these Terms. The provisions of these Terms will be binding on any permitted assignees.
8.11 Non-exclusivity. This agreement is non-exclusive, meaning both parties can enter into similar agreements with third parties. You acknowledge that nothing (including your use of the Site or Shapeways’s review of your files or quotes) prevents us from manufacturing other parts or working with other companies, even if those parts or companies are similar to or compete with your files, parts, orders, or the services we provide to you.
8.12 Governing Law and Jurisdiction. If you access the Site in the U.S., the laws of the State of Delaware will govern any disputes related to these Terms. If you access the Site outside the U.S., the laws of the Netherlands will apply. The UN Convention on Contracts for the International Sale of Goods does not apply. Unless otherwise required by law, any legal disputes arising from or related to these Terms or the use of the Site must be brought in the state or federal courts located in New Castle County, Delaware (for U.S. users) or in ‘s Hertogenbosch, Netherlands (for non-U.S. users). You and Shapeways agree to submit to the exclusive jurisdiction of these courts and waive any objections regarding jurisdiction, venue, or inconvenient forum.
8.13 Copyright and Trademark Information. Copyright © Shapeways. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are the property of Shapeways or third parties. You are not permitted to use these Marks without prior written consent from Shapeways or the applicable third party.
8.14 Contact Information. For written communications or notices required by these Terms, please contact us at:
Shapeways
Kanaaldijk-Zuid 3A
5613 LE Eindhoven
The Netherlands
[email protected]
Or
Shapeways
228 East 45th Street, Suite 9E
New York, NY 10017
[email protected]
Effective Date: August 1st, 2024
These Terms of Sale (“Terms”) govern all purchases of products and services (“Parts”) made by a customer (“You”) from Shapeways, located at Kanaaldijk-Zuid 3A, 5613 LE Eindhoven, The Netherlands (“Shapeways”).
1. General
1.1 By submitting an order for Parts (“Order”) with Shapeways, You agree to and are bound by these Terms. If you do not agree with these Terms, you should not place an Order.
1.2 If there is any inconsistency between the provisions of an Order and these Terms, these Terms shall take precedence. Any additions, modifications, or replacements to these Terms will not bind Shapeways unless specifically accepted in writing by Shapeways, even if such changes are included in an Order. All such non-binding terms are hereby rejected by both parties.
1.3 When these Terms apply to a scenario where You are a consumer rather than a business customer, certain provisions may not be applicable to You. In such cases, these Terms apply only as far as permissible under consumer law, and Your rights under those laws remain unaffected. As Your Orders are customized, no statutory or other rights of withdrawal or cancellation are applicable.
2. Orders
2.1 You are responsible for ensuring that all details provided in a quotation request or Order are accurate and that the specifications comply with any instructions from Shapeways, considering all manufacturing and other limitations outlined on Shapeways’s website (https://www.shapeways.com) or otherwise communicated to You.
2.2 Orders placed by You are requests and do not obligate Shapeways. Shapeways has the sole discretion to accept or reject any Order and is under no obligation to do so until it has explicitly accepted the Order.
2.3 Once accepted by Shapeways, an Order becomes a binding commitment for You to purchase the Parts described. Orders are deemed accepted by Shapeways only upon written confirmation or fulfillment of the Order. Shapeways’s lack of objection to terms contained in any Order should not be seen as a waiver of these Terms or acceptance of any conflicting terms. Shapeways may perform a credit check on You and may require prepayment or another form of payment assurance before accepting an Order. An Order is binding on Shapeways only if there are sufficient resources available to fulfill the Order within the specified timelines and the Order was not accepted based on incorrect information, such as pricing or specifications. If these conditions are not met, Shapeways reserves the right to cancel the Order and will refund any payments made.
2.4 Shapeways is permitted to make minor variations regarding color, quantity, size, or hardness of the Parts unless expressly agreed otherwise in writing.
2.5 Changes to an Order after placement require Shapeways’s approval and may incur additional charges.
2.6 Once production has started, as Parts are manufactured to Your specifications (made to order), the Order cannot be canceled.
3. Subcontracting
3.1 You acknowledge and agree that Shapeways may use its global network of vetted subcontractors to fulfill Your Order.
3.2 Deliveries may be made directly from a Shapeways subcontractor to You, and not necessarily via Shapeways, making it crucial that You inspect the Parts immediately upon receipt and notify Shapeways of any discrepancies as specified in sections 8.5 and 8.6.
4. Pricing
4.1 All prices quoted by Shapeways are exclusive of VAT or any other taxes, fees, or duties unless explicitly stated otherwise. You are responsible for all taxes associated with the Order (excluding taxes based on Shapeways’s income). Without limiting this responsibility, You must pay all applicable taxes charged by Shapeways in addition to the quoted prices.
4.2 If there are any changes to cost factors, Shapeways reserves the right to pass these costs on to You.
4.3 If Shapeways agrees to special packaging or shipping instructions, You will be liable for any resulting additional charges as indicated by Shapeways.
5. Payment
5.1 Unless prepayment is required, all invoices must be paid within 30 days of the invoice date.
5.2 Shapeways may invoice parts of an Order separately.
5.3 For Orders that include tooling, Shapeways may require upfront payment for tooling costs.
5.4 Shapeways may request an advance payment before proceeding with an Order. Shapeways is not responsible for delays in fulfilling an Order caused by delayed payments from You.
5.5 Unless otherwise agreed, payments must be made by credit card or bank transfer as specified by Shapeways, with all associated costs borne by You.
5,6 All payments due under these Terms must be made in full without deductions, and You are not entitled to any setoff rights. Shapeways may offset any amounts owed to You against any amounts You owe to Shapeways.
5.7 If any payment is not made when due, late payment interest of 2% per month, or the maximum rate permitted by law, whichever is less, will be charged from the due date until full payment is received.
5.8 Shapeways may also suspend delivery or prevent further Orders in the event of overdue payments.
6. Specifications of Parts and Tooling
6.1 You are responsible for providing Shapeways with accurate and complete 3D CAD data or 2D technical drawings for the production of Parts and tooling. All relevant files must be uploaded to the quote page or, for special Orders, provided in the agreed manner. Shapeways is not obligated to review the specifications, data, or drawings You provide.
6.2 Shapeways uses the provided 3D CAD data and 2D technical drawings to produce Parts and tooling. If both are provided, the 2D technical drawings will take precedence, provided they were supplied before order acceptance or unless otherwise agreed. Shapeways is not responsible for discrepancies between the 3D CAD data and technical drawings.
6.3 If an Order includes threads or specific tolerances, You must provide a technical drawing with the specifications, ensure this is noted in the quotation request, and check that the Order reflects these specifications accurately.
6.4 Shapeways disclaims all liability for incorrect designs, non-assembling Parts, Parts with defects such as sink marks or warping, or improperly provided 3D CAD data or technical drawings.
6.5 Shapeways is not liable for material selection or suitability for Your application and is not responsible for the fit or assembly of Parts unless specifically agreed in writing.
7. Tooling Ownership and Storage
7.1 All custom tooling created for Your Parts is Your property, but reusable proprietary components remain Shapeways’s property. Custom tooling will stay at Shapeways’s production facility.
7.2 While Shapeways continues to produce Parts for You, Shapeways will guarantee the tooling for its agreed lifespan. Shapeways may repair or replace worn or damaged tooling at its expense within the agreed lifespan.
7.3 After two years of inactivity, Shapeways may, at its discretion, destroy the tooling.
8. Delivery, Inspection, Acceptance, Complaints, and Retention of Title
8.1 Shipments are handled by a commercial carrier selected by Shapeways, with delivery costs prepaid by Shapeways and added to Your invoice.
8.2 Shapeways will make reasonable efforts to ship Orders on the agreed dates, but these dates are estimates only. Shapeways accepts no liability for shipping or delivery delays.
8.3 Shapeways may suspend delivery obligations if there are reasonable grounds to doubt Your ability or willingness to fulfill payment or other obligations under these Terms.
8.4 You must inspect the Parts immediately upon receipt and notify Shapeways in writing within five (5) working days if any Parts are missing, incorrect, or damaged. If no notification is made within five (5) working days, the Parts will be deemed accepted, non-returnable, and non-refundable.
8.5 If You modify the Parts without Shapeways’s written consent after delivery, the Parts will be deemed accepted, non-returnable, and non-refundable.
8.6 If You wish to return defective, incorrect, or damaged Parts, You must comply with Section 8.5 and return them within ten (10) working days from delivery, unless otherwise agreed in writing by Shapeways. Parts returned after this period will not be processed or refunded.
8.7 Shapeways retains ownership of the Parts until full payment is received, at which point ownership transfers to You.
9. Intellectual Property Rights and Publicity
9.1 By placing an Order, You grant Shapeways a non-exclusive, royalty-free, worldwide license to use, copy, modify, distribute, and display any data, documentation, drawings, and specifications You provide to manufacture the Parts (1) as needed to produce, ship, and sell the Parts to You and (2) to improve Shapeways’s products and services.
9.2 By placing an Order, You permit Shapeways to use Your trademarks, logos, and name for marketing purposes, such as mentioning You as a customer on its website or in promotional materials. If You are a natural person, Shapeways will not use Your name, and Your confidential content will remain protected under these Terms.
10. Your Representations
10.1 You represent and warrant that (i) You have the authority to provide all data, documentation, drawings, and specifications, (ii) You are authorized to grant the license mentioned in Section 9, and (iii) the Order and the production, shipping, and sale of Parts by Shapeways do not violate or infringe any third-party rights or laws.
10.2 You also confirm that You are authorized to place the Order and can enter into legally binding agreements. Orders can only be placed by individuals aged 18 or older who can form legally binding contracts.
10.3 Furthermore, You represent and warrant that (i) Your Order does not contain firearm parts or other weaponry, (ii) Your Order and the production, shipping, and sale of the Parts by Shapeways do not violate export control laws, and (iii) Your Order does not include critical components for specific applications like aerospace or medical.
10.4 You also affirm that Parts will be used in compliance with all applicable laws. You will not directly or indirectly engage in any prohibited transactions with Parts or related technology without obtaining the necessary government authorizations.
11. Force Majeure
11.1 Shapeways will not be liable for delays or failures to perform any obligations due to events beyond its control, such as war, natural disasters, strikes, supplier failures, or other force majeure events.
11.2 Shapeways may suspend or cancel an Order if such an event occurs, without being liable for damages.
11.3 This does not relieve You of Your payment obligations for any amounts due.
12. Disclaimer of Warranties
THE PARTS AND TOOLING ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Limitation of Liability
13.1 TO THE FULLEST EXTENT ALLOWED BY LAW, SHAPEWAYS SHALL NOT BE LIABLE FOR PARTS NOT BEING AVAILABLE FOR USE, LOST PROFITS, BUSINESS LOSSES, OR OTHER ECONOMIC DAMAGES.
13.2 SHAPEWAYS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 SHAPEWAYS’S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SHAPEWAYS UNDER THE ORDER IN WHICH THE LIABILITY AROSE.
13.4 NOTHING IN THESE TERMS IS INTENDED TO LIMIT OR EXCLUDE LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY SHAPEWAYS.
13.5 Because some jurisdictions limit or do not allow certain exclusions or limitations of warranties or liability, Sections 12 and/or 13 may not partially or entirely apply to You. To the extent that any such limitation or exclusion of liability or warranty is circumscribed, it shall be limited to the least extent possible under applicable law. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
14. Indemnification
14.1 You agree to indemnify and hold Shapeways and its affiliates harmless from any losses, liabilities, penalties, third-party claims, or expenses (including reasonable legal fees) arising from:
14.1.1 Breaches of the Order or these Terms by You;
14.1.2 Any actions or omissions by You related to the Order or these Terms;
14.1.3 Any use, distribution, or sale of Parts;
14.1.4 Any third-party claims related to the Order, production, shipping, sale, or data provided by You.
14.2 You will defend Shapeways against any such third-party claims at Your expense using counsel reasonably acceptable to Shapeways, and you will not settle any such claims without Shapeways’s consent. Shapeways may participate in the defense with its own counsel at its expense.
15. Confidentiality
15.1 Shapeways shall not disclose, and shall procure that its employees and (sub)contractors shall not disclose, any data (including 3D CAD data), documentation, drawings and specifications provided by You, other than as reasonably necessary to carry out Your Order. This restriction will not apply in the event of a legal obligation or duty to disclose the information, or when the information is or becomes (publicly) known or is independently developed by Shapeways, its employees or its contractors without the use of such information, or if the information is disclosed to Shapeways by a third party.
15.2 You may not use Shapeways’s trademarks or publicly reference Shapeways without prior written consent.
16. Termination
16.1 Shapeways reserves the right to terminate Your Order immediately if:
16.1.1 You are declared bankrupt, undergo liquidation, or cease operations;
16.1.2 You breach these Terms.
16.2 Upon termination pursuant to Section 16.1, Shapeways has no obligation to deliver Parts, and any payments made by You are nonrefundable. Any outstanding amounts owed to Shapeways become immediately payable.
16.3 You cannot terminate an Order except as specifically allowed in these Terms.
17. Miscellaneous
17.1 If any provision of these Terms is found unenforceable, the remaining provisions will still be enforced.
17.2 These Terms should be construed as if drafted jointly by both parties and not against either party.
17.3 Failure to exercise any right under these Terms does not waive that right.
17.4 These Terms are binding on successors, heirs, and assigns.
17.5 Notices under these Terms must be sent by prepaid courier to the address provided, and are effective upon receipt.
17.6 These Terms, along with an accepted Order and the Privacy Policy, constitute the entire agreement between the parties.
17.7 All provisions within these Standard Terms of Sale which by their nature are intended, whether express or implied, to survive the termination or the expiration of an Order, including but not limited to Your payment obligations and Sections 7, 9, 10, 12, 13, 14, 15, 17 and 18 shall survive.
17.8 Changes to these Terms may only be made in writing accepted by both parties, except that Shapeways may change these Terms at any time for future Orders.
17.9 Information on how Shapeways processes Your data is found in the Privacy Policy.
17.10 The parties’ relationship is solely that of independent contractors, and neither party, nor its employees, agents or representatives shall be considered employees, agents, partners, franchisees, owners, joint venturers or representatives of the other party..
18. Governing Law and Jurisdiction
18.1 The laws of The Netherlands govern these Terms, excluding its conflict of law rules. The UN Convention on the International Sale of Goods is excluded.
18.2 Any disputes related to these Terms or the relationship between You and Shapeways shall be brought exclusively to the courts of The Netherlands, and both parties waive any objection to the jurisdiction of those courts.