Purchase Terms and Conditions
Last updated: 13th November 2024
These terms and conditions (the “Purchase Terms”) govern purchases (each an “Order”) of (1) the Shaper Origin and other products (each a “Product”), (2) paid software extensions to the Origin (“Origin Paid Extensions”), (3) the Shaper Pro Care specialized warranty service (each a “Specialized Warranty”), and Studio (collectively, the “Software and Services”), from Shaper Tools, Inc. and Shaper Tools GmbH (“Shaper,” “we” or “us”). Please read these Purchase Terms carefully before submitting your Order for the Product. By submitting your Order, you agree to be legally bound by these Purchase Terms. To the extent that these Purchase Terms conflict with the Shaper GmbH Purchase Terms and Conditions, the Shaper GmbH Purchase Terms and Conditions control.
Part I: Origin and Other Physical Products
Payment. You agree to be charged the purchase price for any Product you choose to purchase, including estimated shipping costs and taxes (the “Purchase Price”) at the time you place your Order.
Specifications; Refunds. You acknowledge and agree that the specifications for Products may change prior to shipping. If you request a refund before we ship your Order (when we send you a shipping confirmation email), we will refund the Purchase Price. Once we have shipped your Order, our refund policy allows you to return Origin up to 30 days after you receive your Origin for a full refund, minus shipping fees. In addition, we provide a limited warranty (see Section 12).
Shipping. We will provide an estimated date that your Order will likely ship on our Order page when you place your Order, however any Order shipment dates are estimates only and the actual shipping date may vary. Shaper may allocate its supply of the Product in any manner Shaper deems appropriate.
Transfer of Risk and Title. Shaper will attempt in good faith to deliver the Product, but Shaper will not be responsible or liable for any delays or failure in such delivery. Risk of loss of the Product passes to you on Shaper’s delivery of the Product to the carrier, and you are responsible for any loss or damage to the Product from that point. If you experience issues with your shipment, such as damages or lost packages, please contact hello@shapertools.com and we will work with you to file a claim with the shipping company or otherwise resolve your issues.
Export; Compliance with Law. You represent that the Product you have offered to purchase is for your own use and not for resale, and that you will not export, re-export, or transfer indirectly or directly any Product outside of the United States or Canada. Without limiting the immediately preceding sentence, you agree that you will use the Product only as permitted by applicable law, including export control laws and regulations. Use of the Product may be subject to local laws, regulations, and ordinances in your jurisdiction, including air quality laws, noise control laws, and other health and safety laws, and it is your responsibility to determine whether your use of the Product complies with local laws, regulations, and ordinances. If you do not have sufficient information to determine whether your use of the Product will comply with all applicable laws, regulations, and ordinances, then you should not place an Order for the Product.
Limited Product Warranty. Shaper warrants the hardware and accessories included in the original packaging of the following products (collectively, the "Warranted Products") against defects in materials and workmanship when used as instructed in the manual and in accordance with these Purchase Terms and any other applicable terms of use, including the Shaper Terms of Service:
- Shaper Origin
- Shaper Workstation
- Shaper Plate
- Shaper Trace
Shaper does not warrant any other Products or Services. Nor does Shaper warrant against normal wear and tear, items consumed or expended by their normal use, product misuse (such as operation of the Warranted Products in wet conditions), accidental damage (such as drops), or damage caused by modifications to the product. Modification of the hardware or accessories, including but not limited to replacing parts, making permanent cosmetic changes to the machine, replacing the software or firmware, replacing the router spindle, or other unauthorized changes voids this Limited Warranty. This Limited Warranty covers the Warranted Products for 12 months from the date purchaser takes possession of each Warranted Product. For the avoidance of doubt, this limited warranty will be VOID if you violate any applicable terms of use. EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED PRODUCT WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT GUARANTEED WARRANTY OF ANY KIND, AND SHAPER HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE WARRANTED PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.Limited Warranty Process. If you submit a valid claim under the Limited Product Warranty, Shaper at its sole discretion will (1) provide you with (i) detailed instructions, (ii)new or refurbished parts to repair the product, or (iii) in-kind or monetary compensation for minor damage or flaws in the Warranted Product as-received; or (2) authorize your return of the product to Shaper for (i) repair with new or refurbished parts, (ii) replacement with a new or refurbished product that is equivalent to the product to be replaced, or (iii) a refund of the purchase price,. You must obtain prior authorization before shipping any Product to Shaper, provide (upon request) a copy of the email confirmation received upon purchase of the product, provide (upon request) proof of receipt, and satisfy all other terms and restrictions set forth in the Limited Product Warranty. Authorization for shipment of your Warranted Product to Shaper does not constitute acceptance that your warranty claim is valid. Shaper may, upon receipt of your Warranted Product, determine that your warranty claim is not valid, and you will be responsible for paying all associated shipping costs. You must follow all instructions provided by Shaper at the time of your warranty claim; replacing parts or shipping the product without following those instructions will void this warranty. Even if Shaper decides to replace the Warranted Product subject to your valid warranty claim, Shaper will not do so until it receives the subject Warranted Product. Shaper will pay shipping costs related to returned, repaired, or replaced Warranted Products that Shaper determines are subject to a valid warranty claim. Shaper will provide a prepaid shipping label and a Return Materials Authorization ("RMA") label. The shipping label should be placed on the outside of the box and the RMA label should be placed inside. For repairs not covered by the Limited Product Warranty, you are required to pay the cost of repair and shipping. To obtain service, contact Shaper at hello@shapertools.com.
Origin Warranty Extension. If you choose to register your Shaper Origin, the warranty in Section 6(a) will be extended 1 additional year, for a total of 2 years from the date purchaser takes possession of that Origin.
Part II: Shaper Pro Care
Payment. You agree to be charged the purchase price for any Specialized Warranty you choose to purchase, including taxes, at the time you place your Order.
Specifications; Refunds. Consistent with the terms in Part I, our refund policy allows you to return Origin up to 30 days after you receive your device for a full refund, minus shipping fees. If you purchase a Specialty Warranty, including Shaper Pro Care, to cover your Origin and choose to return your Origin within the allotted refund period, you may receive a refund for your Specialty Warranty at the same time.
Shaper Pro Care. If you choose to purchase Shaper Pro Care, the following terms will replace the Origin Limited Warranty Process terms described above. Under the terms of Shaper Pro Care, Shaper will offer the following for two years from purchase, with precise terms to be described at the time of purchase: (1) Endeavor to ensure close to zero downtime for your Origin; (2) offer priority customer support; (3) for the first two valid claims, ship a new or refurbished replacement Origin to you promptly without waiting to receive your original Origin, all at no cost to you (the “Shaper Pro Care Replacement Service”). The Shaper Pro Care Replacement Service, however, will not be available in the event that the device requires replacement due to accidental damage.
Part III: Origin Paid Extensions
Payment. You agree to be charged the purchase price for any purchased Origin Paid Extension, including taxes (the “Origin Paid Extension Purchase Price”) at the time you place your Order.
Activation. When you purchase an Origin Paid Extension, you will receive a unique activation code (the “Activation Code”). You acknowledge that you must connect the Origin device to the internet, log in to a Shaper account, and enter the Activation Code to enable and use the Origin Paid Extension software.
Transferability. Once a purchased Activation Code has been entered into an Origin device and the Origin Paid Extension software has been installed, the Activation Code will be associated with that particular Origin device and its serial number in perpetuity. Although the software will be tied to a specific Origin device, Shaper will generally facilitate the transfer of the Origin Paid Extensions software and the purchased Activation Code to another Origin device owned by the same purchaser. To request that an Activation Code be transferred to a new Origin device, you may contact us by phone or at hello@shapertools.com.
Refunds. If you request a refund before you have activated an Origin Paid Extension, we will refund the Origin Paid Extension Purchase Price. We do not offer refunds or accept returns after you have entered your Activation Code on an Origin device.
Part IV: Studio
Tiers of Service. We offer three tiers of the Studio Service: (1) Unpaid Tier; (2) Annual License; and (3) Perpetual License. Each tier provides access to Studio subject to the specific limitations and terms outlined below. Unless we state otherwise, the following provisions apply to all tiers of the Service. Shaper reserves the right to modify the features and limitations of each tier upon reasonable notice to users.
Unpaid Tier.
There is no cost to access the Unpaid Tier. The Unpaid Tier is limited, however, to three “exports” or “downloads” per month from Studio. An export is counted when a Studio design file is converted to an SVG for use with Origin or downloaded directly to the end user’s device. The monthly export count resets on the first day of each calendar month; unused exports do not roll over to subsequent months.
Users may upgrade to an Annual or Perpetual license – the terms of which are described below – at any time, and any such upgrade will remove the limitations of the Unpaid Tier immediately.
Annual License and Renewal.
Users may purchase an Annual License for a fee to be specified by us at the time of purchase. Annual Licenses operate on a one-year recurring basis (the “Annual License Term”). Your license will begin on the date of purchase and will automatically renew for successive one-year Annual License Terms on the anniversary of purchase unless you cancel according to the procedures outlined below before the beginning of the next annual cycle.
An Annual License entitles the user to (i) unlimited exports during the term of the Annual License and (ii) all bug fixes and updates to the design tool offered by Shaper to paying users during the Annual License Term.
Annual License Cancelation. We will notify you via e-mail 30 days in advance of the beginning of each successive billing cycle. You may schedule your Annual License for cancellation at any time from the Account Settings in your Shaper Account. Scheduling your Annual License for cancellation does not end your access to Studio; any cancellation will be effective as of the end of the then-current billing cycle – that is, at the end of the then-active one-year Annual License Term. You will retain access to the service until the end of the billing period, at which point your account will be converted from an Annual License tier to the Unpaid Tier. Upon conversion to the Unpaid Tier, your export and download count will reset, and you will have access to the full complement of three monthly exports or downloads. You will not receive a refund of any portion of the license fee paid for the then-current cycle. Annual License fees are non-refundable except as required by applicable law.
Perpetual License.
Users may purchase a Perpetual License for a fee to be specified by us at the time of purchase. A Perpetual License provides access to Studio through studio.shapertools.com for as long as Shaper continues to make the service available. This includes (i) access to Studio through the web at studio.shapertools.com, (ii) unlimited exports while the Perpetual License remains active, and (iii) all bug fixes and updates to the design tool offered by Shaper to paying users.
"Perpetual" in this context means that your license has no predetermined end date and does not require renewal. Your license remains valid for as long as Shaper continues to offer the Studio Perpetual License. While Shaper may discontinue the Studio service or the Perpetual License at any time in its sole discretion, Shaper commits to either (1) maintain the service for a minimum of five years from your date of purchase (the “Minimum Service Period”) or (2) offer a pro rata refund in qualifying circumstances.
If Shaper discontinues the Studio service or the Perpetual License program during your Minimum Service Period, you will be eligible for a prorated refund of your purchase price, calculated as follows: The refund amount will be one-fifth of your purchase price multiplied by the number of complete years remaining in your Minimum Service Period. For purposes of this calculation, any partial year of service will be counted as a complete year of service used. In other words, if one day has passed from the anniversary of your purchase of the Perpetual License, that will count as a full year of service used.
No refund rights will exist: (i) after the Minimum Service Period has expired, (ii) if Shaper becomes insolvent or enters bankruptcy proceedings, or if Shaper would suffer either of those consequences or otherwise suffer existential financial hardship upon or as a result of payment of outstanding Perpetual License refunds, or (iii) if you violate Shaper’s Terms & Conditions or your license is terminated for cause.
You acknowledge that:
The Studio service requires ongoing maintenance, hosting, and technical support;
Technology changes, business conditions, or other factors may make it impractical or impossible to continue offering Studio indefinitely;
Shaper makes no guarantee about the duration of service availability;
The purchase price reflects a one-time fee for ongoing access, not a guarantee of perpetual service.
If Shaper decides to discontinue the Studio service, we will provide at least 30 days' advance notice, we will make reasonable efforts to allow you to export your designs, and, if within the Minimum Service Period, process eligible refunds within a commercially reasonable time after service discontinuation. This provision supersedes any other statements or representations about service duration or availability.
License Transfer. All Studio Licenses are non-transferable. If purchasing on behalf of someone else, the Perpetual License should be activated with the intended user’s email address. Any attempt to transfer, sell, or assign a Studio License is void. In the event of a merger, acquisition, or similar corporate transaction involving a licensee, Shaper may, in its sole discretion, permit the transfer of a Perpetual License to a successor entity upon written request and documentation of the transaction.
Payment. By purchasing a License, you agree to be charged a license fee, either Annual or Perpetual, for Studio, including taxes, at the time you place your order. Annual Licensees agree to be charged on the first day of each successive Annual License Term. You agree, further, that Shaper is authorized to charge the designated payment method for all license fees due. If any payment is returned or rejected by your financial institution, Shaper reserves the right to charge a reasonable administrative fee and suspend access to Studio until payment is successfully processed.
Acceptable Use. Your Studio License is specific to you. You agree that you may not share your credentials or otherwise allow anyone else to access Studio via your account. If we become aware that you have allowed unauthorized use of your Studio account, we may, in our sole discretion, decline to provide technical support and/or terminate your license. If your account is terminated due to unauthorized use, you will not receive a refund for any fees already paid. Shaper reserves the right to monitor usage patterns to ensure compliance with these terms.
Part V: Data Protection
Studio Designs. Designs you create while using the Studio Service (“Studio Designs”) will be saved from time to time and stored on Shaper’s servers. In addition to your own design work, your subscription to the Studio Service includes access to premade designs from the Noun Project. As a result, your Studio Designs may include a combination of your own design and Noun Project content (“Licensed Content”). While you retain ownership of your Studio Designs, any use of Licensed Content and the creation of any Studio Designs including such Licensed Content are subject to the Noun Project’s Terms of Use as well as our own.
File Storage. As part of the Software and Services, we may give you the ability to place your own files and other content and information (the “User Content”) on our servers. Individual files stored on our servers may not exceed 25 MB in size, and we reserve the right to decline to store some file types. If you take advantage of this feature, you represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access and use thereof as contemplated by these Terms. As between you and Shaper, you own all right, title, and interest in and to your User Content. You grant Shaper a royalty-free license to display, host, copy, and use your User Content solely to the extent necessary to provide the Studio Service and any other Services of which you choose to avail yourself.
No Guarantee. Consistent with the Warranty provision of this Agreement, Shaper does not guarantee that it will save your User Content with any particular frequency, that it will back up previous versions of your Designs, or that your data will be protected from loss or corruption.
Part VI: Other Terms
Eligibility. By placing an Order, you represent and warrant to us that:
(a) you are at least 18 years old,
(b) you are purchasing the Product, Software, or Service for use only in one of the countries we serve, all of which are listed here,
(c) if you are placing an Order on behalf of an organization, you have the authority to, and do in fact, bind that organization to these Purchase Terms.Terms of Use. You must use the Product, Software, or Service in strict accordance with the Product Manual and any other user documentation provided. Some of the Products, Software, and Services require an active internet connection and Shaper Account, and Shaper may collect information about your use of the Product, Software, or Service through that internet connection. Use of Shaper software and websites is subject to these Purchase Terms and the Shaper Terms of Service located at https://shapertools.com/terms, and information collection by Shaper is governed by the Shaper Privacy Policy located at http://www.shapertools.com/privacy.
Taxes We Collect. We collect (and include in the purchase price) all applicable state and federal sales taxes on the sale of Software, Services, and Products in jurisdictions where we are required to collect those taxes. For the avoidance of doubt, we collect the required sales taxes in the United States, Canada, the United Kingdom, and European Union member countries. In addition, we collect sales taxes on the sale of Software and digital Services – but not physical products – in Switzerland.
Taxes For Which You Are Responsible. You acknowledge that you are responsible for any other taxes, duties, and other charges not included in your purchase price. This includes, without limitation, customers in Switzerland, who are responsible for all applicable taxes, duties, and fees not identified above, including levies on physical products; and customers in Norway, who are responsible for all taxes, duties, and fees on all physical Products. In addition, we do not collect value-added tax on Digital Services or Software sold in Norway because our sales in that country do not surpass the relevant threshold; you agree that you are responsible for confirming whether you are similarly exempt from such tax.
Intellectual Property. Shaper and its licensors own all intellectual property rights in the Product, Software, and Services. The Shaper Products, Software, and Services are protected by copyright, trademark, patent and other US and foreign laws. These Purchase Terms don't grant you any right, title or interest in the Shaper Software or Services, Shaper trademarks, logos and other brand features, or any Shaper patents. Your use of the Product, Software, and Services will be subject to the Shaper Terms of Service and other additional license terms and restrictions that will be provided together with the Product, Software, or Service. Shaper reserves all rights in and to the Products, Software, and Services not granted expressly in these Purchase Terms, the Shaper Terms of Service or other additional license terms.
Feedback and other Submissions. We're always working to improve our users' experience, and we appreciate hearing about your experience using our Products and Services. However, Shaper does not accept or consider unsolicited ideas, including ideas for new or improved products or technologies, product enhancements, or materials. If you submit feedback or suggestions about our Products or Services, regardless of what your submission may say, your feedback or suggestions are non-confidential and unsolicited, and we may use them without restriction or obligation to you. This means that your submissions and their contents will automatically become the property of Shaper without any compensation to you, and Shaper may use or redistribute the submissions and their contents for any purpose and in any way.
Warranty for Other Products, Services, Sites. ALL SHAPER PRODUCTS, SOFTWARE, SERVICES SITES, INCLUDED CONTENT, AND ANY OTHER OFFERINGS NOT MENTIONED IN THE ORIGIN OR SHAPER PRO CARE WARRANTY PROVISIONS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. SHAPER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Shaper does not warranty that the Software, Services, or Sites will be error free, or that access will be uninterrupted.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL SHAPER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE ORDER, THE PRODUCT, THE SOFTWARE, ANY SERVICES, THESE PURCHASE TERMS, OR YOUR USE OF OR INABILITY TO USE ANY PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF SHAPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SHAPER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO SHAPER FOR ACCESS TO AND USE OF THE SHAPER SITES, SOFTWARE, SERVICES, OR PRODUCTS IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (2) $100 (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution. IF YOU ARE A U.S. RESIDENT, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Shaper and limits the manner in which you can seek relief from us. If you do not agree with this Arbitration Agreement, you should not place your Order, or cancel it immediately.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating to your use of the Products, Software, or Services, or these Purchase Terms, including this Arbitration Agreement, will be resolved by binding arbitration, rather than in court, except as set forth in the Exceptions to Arbitrate section below. You and Shaper hereby waive any constitutional or statutory rights to sue in court and have a trial in front of a judge or jury.
(b) NO CLASS ACTIONS. You may only resolve disputes with Shaper on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
(c) Arbitration Rules, Forum, and Fees. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, and subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, or JAMS’s most current version of the Streamlined Arbitration Rules and Procedures if the dispute involves claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Shaper will pay them for you. In addition, Shaper will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Shaper will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
(d) Exceptions to Arbitrate. Either you or Shaper may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and you or Shaper may bring a lawsuit solely for injunctive relief to stop infringement or other misuse of intellectual property rights.
(e) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Shaper.Modification of these Purchase Terms. Shaper reserves the right, at its discretion, to change these Purchase Terms on a going-forward basis at any time. If a change to these Purchase Terms materially modifies your rights or obligations, we will notify you, and moving forward with your Order will constitute acceptance of the new terms. Immaterial modifications are effective upon publication. Disputes arising under these Purchase Terms will be resolved in accordance with the version of these Purchase Terms that was in effect at the time the dispute arose.
Entire Agreement. These Purchase Terms, the Shaper Privacy Policy, and the Shaper Terms of Service, represent the entire agreement governing your Order of the Product, and any prior agreements have no force or effect. These Purchase Terms create no third party beneficiary rights.
Severability. If for any reason a court of competent jurisdiction finds any portion of these Purchase Terms to be unenforceable, the remainder of these Purchase Terms will continue in full force and effect. For the avoidance of doubt, if any part or parts of the Arbitration Agreement are found, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Controlling Law and Venue. These Purchase Terms will be governed by California law except for its conflicts of laws principles. To the extent the parties are permitted under these Purchase Terms to initiate litigation in a court, both you and Shaper agree that all claims and disputes arising out of or relating to these Purchase Terms will be litigated exclusively in the state or federal courts located in San Francisco, California, U.S.A.
The parties confirm that it is their wish that these Purchase Terms, as well as any other documents relating to these Purchase Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que tous documents, avis et procédures judiciares qui pourront ȇtre exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
Part VII: Terms Applicable to European Users
In General. To the extent that the provisions of this Part conflict with other provisions of these Terms as applied to users resident in the European Union, the specific provisions of this Part shall control.
Shipping. We will ship orders to addresses in Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Greece, Germany, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, and the United Kingdom. Any shipping costs that are to be borne by the customer shall be specified in the order form. To Switzerland and Norway we deliver DAP (Delivered at place), to United Kingdom we deliver DDP (Delivered Duty Paid). Customs duties and import sales tax are paid by the customer.
Ownership. The delivered goods shall remain the property of Shaper Tools up until full payment has been received. If the customer is an Entrepreneur (a natural or legal person or incorporated partnership that purchases the goods as part of their commercial or independent professional occupation (Section 14 German Civil Code), Shaper Tools shall retain ownership of the purchased item up until full settlement of all claims against the customer.
Resale. For an Entrepreneur to resell the goods, the following shall apply: The Customer shall be entitled to resell the goods in the ordinary course of business. However, they shall now already assign to Shaper Tools all claims towards their customers or third parties or in conjunction with the resale up to the total final amount (incl. value added tax) of the receivables from Shaper Tools. They must inform the affected customers and third parties of this assignment immediately. Even after the assignment, the customer shall remain entitled to collect the assigned claims. The right of Shaper Tools to collect these claims themselves shall remain unaffected by this. Shaper Tools undertakes to not exercise this right provided that the customer meets their payment obligations from the collected proceeds, there are no payment arrears and, in particular, the customer is not insolvent and does not stop their payments. For such cases, the customer undertakes to inform Shaper Tools about the assigned receivables and debtors involved, provide all of the details required for collections, and hand over relevant documents.
Release. Upon request from the customer, Shaper Tools undertakes to release the securities to which they are entitled insofar as their realizable value exceeds the secured receivables by more than 10%. The selection of the securities to be released shall be the responsibility of Shaper Tools.
Right of Cancellation. If the customer is a Consumer (any natural person who does not act for the purposes of their commercial or independent professional occupation when concluding the purchase of the goods (Section 13 German Civil Code), they have a right of cancellation according to the following conditions: You have the right to cancel this contract within fourteen days without stating a reason. The cancellation period shall be fourteen days from the day on which you or a third party nominated by you who is not the carrier takes possession of the goods. In order to exercise your right to cancel, you must send us (Shaper Tools GmbH, Dieselstrasse 26, 70771 Leinfelden-Echterdingen, Germany, +49 (0) 711 26898124, hello@shapertools.com) a clear statement (e.g. a letter sent by post, a fax or an e-mail) to inform us of your decision to withdraw from this agreement. You can use the attached sample cancellation form, but it is not mandatory. To adhere to the cancellation period, it is sufficient to send us the notification that you are exercising your right of cancellation before the cancellation period expires.
Consequences of Cancellation. If you cancel this contract, we will be required to reimburse you all payments which we have received from you, including delivery costs (with the exception of additional costs arising from a decision on your part to use a different delivery method from the cheapest standard delivery we offer), without delay and no later than within fourteen days of the day on which we received the notification of your cancellation of this contract. For the reimbursement, we shall use the same payment method that you used for the original transaction, unless we have expressly agreed an alternative method with you; under no circumstances will you be charged any fees on the grounds of this reimbursement. We can refuse the reimbursement until the goods have been returned to us or until you have provided evidence that you have sent the goods back, depending on whichever is the earliest date. You must send back or hand over the goods to Shaper Tools GmbH, Dieselstrasse 26, 70771 Leinfelden-Echterdingen, Germany immediately and, in any case, no later than fourteen days from the day on which you informed us that you were withdrawing from this contract. The notice period shall be deemed to be complied with if you send the goods before the period of fourteen days expires. We shall bear the costs of returning the goods. You are only required to pay for any possible loss in value of the goods if this loss in value is due to handling the goods in a way that is not necessary to verify their condition, properties or correct functioning.
Sample Cancellation Form. (If you wish to withdraw from the agreement, please complete and return the following form.)
To: Shaper Tools GmbH, Dieselstrasse 26, 70771 Leinfelden-Echterdingen, Germany, +49 (0) 711 26898124, hello@shapertools.com
I/We (*) hereby withdraw from the agreement concluded by me/us (*) for the purchase of the following goods (*)/provision of the following service (*)
Ordered on (*)/received on (*)
Name of the Consumer(s)
Address of the Consumer(s)
Signature(s) of the consumer(s) (only when notice is given on paper)
Date
(*) delete as applicable
Voluntary Right of Return. Beyond the statutory notice period of fourteen days, Shaper Tools shall grant the customer a voluntary contractual right to return of thirty days in total from the day on which the customer, or a third party named by the customer, takes possession of the goods. With this right of return, the customer can withdraw from the contract even after the statutory withdrawal period of fourteen days has elapsed. They can do so by sending back the goods within thirty days of taking possession of them to Shaper Tools GmbH, Dieselstrasse 26, 70771 Leinfelden-Echterdingen, Germany. Sending the goods in good time shall be sufficient to be within the deadline. The prerequisite for exercising the voluntary right of return is that the goods must be sent back in their original packaging, complete and without any damage caused by the customer. The statutory notice period of fourteen days still applies to all reconditioned products purchased through shapertools.com/recon. In this case, Shaper Tools does not grant the customer a voluntary right of return beyond the statutory period. The customer shall only be required to pay for any possible loss in value of the goods if this loss in value is due to handling the goods in a way that is not necessary to verify their condition, properties or correct functioning. Shaper Tools shall bear the costs of returning the goods. The customer can request a returns label for returning the goods. For the reimbursement after the right of return is exercised, Shaper Tools shall use the same payment method that the customer used for the original transaction, unless they have expressly agreed an alternative method with the customer. The customer shall not be charged any fees on the grounds of this reimbursement. Up until the end of the notice period for the statutory right of withdrawal, only the conditions listed above shall apply with regard to the right to cancellation. The customer's statutory right to withdraw and the statutory warranty rights shall not be affected by the contractual right of return that is granted.
Warranty. In the case of defects in the supplied goods, the customer shall be entitled to the statutory warranty rights, subject to the following items. Warranties in the legal sense require express agreement. The Customer can demand compensation due to a defect only in accordance with Item 10. In the commercial dealings with Entrepreneurs, Section 377 German Commercial Code shall apply. Shaper Tools shall then also be entitled, at their discretion and within a reasonable period, to repair the goods or deliver new goods. This shall not apply if the Customer provides evidence, as an exception, that a repair is unreasonable. If the Customer modifies the goods or has them modified by a third party without consent from Shaper Tools and insofar as this makes it difficult or impossible to rectify the defect, the Customer must bear the additional costs that arise from this modification. If the Customer is an Entrepreneur, the notice period for the assertion of warranty claims shall be one year from the date of delivery, unless Shaper Tools has fraudulently kept the defect secret or there is a case of entrepreneur recourse as outlined in Section 478 German Civil Code.
Liability. In the case of minor negligence, Shaper Tools shall only be liable for the breach of an essential contractual obligation. An essential contractual obligation in this sense is an obligation, only the fulfilment of which makes possible at all the attainment of the purpose pursued in concluding the agreement and on the fulfilment of which the Customer may therefore regularly rely. In the case of minor negligence, the liability of Shaper Tools shall be limited to damage foreseeable at the time of conclusion of the contract and typical for the contract. The aforementioned exclusions and limitations of liability shall not apply for liability in the case of loss of life, limb or health, where a defect has been fraudulently kept secret, where a warranty has been accepted, and for claims in accordance with the Product Liability Act. Where the liability of Shaper Tools is excluded or limited, this shall also apply to the personal liability of employees, representatives and subcontractors of Shaper Tools.
Damage During Transport. If goods are delivered with visible transport damage, an immediate complaint to the delivery agent and contact with Shaper Tools would be extremely helpful. This helps Shaper Tools to assert their own claims against the carrier or the transport insurance. If the customer is a Consumer, not notifying Shaper Tools of this shall have no legal consequences for the customer. If the customer is an Entrepreneur, the regulation under Section 377 German Commercial Code continues to apply.
Online dispute resolution. The European Commission provides a platform for online dispute resolution (ODR) at http://ec.europa.eu/consumers/odr/. Consumers can use this platform to resolve their disputes. However, we are neither willing nor obliged to participate in dispute resolution proceedings arbitrated by a consumer arbitration board.
Miscellaneous. To the extent that these Terms apply to our relationship with a resident of the European Union, that relationship is subject to German law with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG), unless country-specific statutory regulations are more favorable for the customer. If the customer is an Entrepreneur or a legal person governed by public law, the legal venue for any disputes that arise from this contract shall be the registered office of Shaper Tools; however, Shaper Tools shall also be entitled to bring action at the customer's registered office. The same applies if the customer has no general place of jurisdiction in Germany or if, following conclusion of the contract, the Customer relocates their place of residence or permanent address abroad, or if the Customer's place of residence or permanent address is not known at the time the complaint is filed. If the Customer is an Entrepreneur, the place of performance shall be Shaper Tools GmbH, Dieselstrasse 26, 70771 Leinfelden-Echterdingen, Germany.