Lesson 1Conformity, hidden defects and commercial warranty: definition, claim procedures, remedies and time limitsThis section explains conformity obligations, hidden defect regimes, and commercial warranties. It covers inspection duties, claim procedures, remedies such as repair or replacement, time limits, exclusions, and coordination with statutory warranty rules.
Conformity criteria and technical specificationsInspection duties and notice of defectsHidden defects and statutory warranty rulesCommercial warranty scope and exclusionsRemedies, time limits and burden of proofLesson 2Limitation of liability and exclusions: allocation of risk, caps, consequential loss exclusions and carve-outsThis section explains how limitation of liability clauses allocate risk between parties, how caps are calculated, which losses can be excluded, and how carve-outs for gross negligence, IP infringement, or data breaches are typically negotiated.
Purpose of limitation of liability clausesDrafting and calculating liability capsExcluding indirect and consequential lossesTypical carve-outs and non-excludable lossesNegotiation tactics and enforceability risksLesson 3Price and payment terms: content and purpose, invoicing, currency, deposits, staged paymentsThis section explains how to draft clear price and payment clauses, covering price structure, indexation, currency, deposits, staged payments, invoicing rules, late payment interest, security instruments, and consequences of non-payment or insolvency.
Defining price, discounts and surchargesCurrency, exchange risk and indexationDeposits, milestones and staged paymentsInvoicing rules, due dates and documentationLate payment interest, security and remediesLesson 4Data protection and export control compliance relevant to equipment and softwareThis section explains data protection and export control obligations for equipment and software, including role allocation, data processing clauses, technical safeguards, export classifications, licensing needs, and sanctions and dual-use compliance.
Identifying personal and industrial data flowsController–processor roles and DPAsSecurity measures and incident notificationExport classifications and license screeningSanctions, dual-use items and red flagsLesson 5Distributors and resellers provisions: authorised resale, pricing policy, marketing claims and performance guaranteesThis section explains how to regulate distributors and resellers, including territory and customer allocation, pricing and discount policies, marketing and compliance obligations, performance targets, reporting duties, and termination consequences for breaches.
Appointment, territory and customer allocationResale pricing, discounts and margin protectionMarketing claims, branding and compliance rulesSales targets, KPIs and performance reviewsTermination, stock buy-back and transitionLesson 6Applicable law, dispute resolution and competent courts: choice of law, jurisdiction clauses, arbitration vs courtsThis section covers choice of law, jurisdiction and venue clauses, escalation mechanisms, and arbitration versus court litigation. It explains enforceability, interaction with mandatory rules, and how to draft balanced dispute resolution provisions.
Choosing governing law in B2B contractsJurisdiction, venue and forum selectionEscalation clauses and negotiation phasesArbitration vs courts: pros and consEnforcement of judgments and awardsLesson 7After-sales services, spare parts and maintenance contracts: SLAs, response times, spare part guaranteesThis section covers how to structure after-sales obligations, define SLA metrics, set response and repair times, secure spare part availability, and align maintenance contracts with pricing, liability, and performance commitments in B2B CGV.
Defining scope of after-sales obligationsService level metrics and uptime commitmentsResponse, repair and resolution timeframesSpare parts availability and end-of-life policyMaintenance contracts and pricing modelsLesson 8Intellectual property, confidentiality and software/firmware licensing termsThis section covers ownership of IP in hardware, software and documentation, licensing models for software and firmware, confidentiality obligations, permitted use, restrictions, infringement handling, and survival of IP and NDA clauses after termination.
Background vs foreground IP ownershipSoftware and firmware license modelsUse restrictions, audits and complianceConfidentiality scope, duration and carve-outsIP infringement claims and indemnitiesLesson 9Detailed CGV outline with headings and subheadings tailored for industrial 3D printersThis section provides a structured CGV outline tailored to industrial 3D printer sales, organising clauses into logical headings and subheadings, and showing how to integrate commercial, technical, legal, and compliance provisions into one coherent document.
Preamble, definitions and scope of applicationCommercial terms, delivery and acceptanceIP, software, data protection and complianceLiability, warranties and service levelsDispute resolution, term and terminationLesson 10Delivery, transfer of risk and transfer of ownership (retention of title): delivery terms, INCOTERMS, acceptance testsThis section details delivery terms, use of INCOTERMS, and how risk and title transfer are structured. It also covers acceptance tests, non-conformity handling, logistics responsibilities, and interaction with insurance and retention of title.
Choosing delivery terms and INCOTERMSTransfer of risk vs transfer of ownershipRetention of title and extended clausesAcceptance tests, FAT/SAT and protocolsLogistics, insurance and damage allocationLesson 11Force majeure and delay remedies: definition, notice requirements, suspension/termination rightsThis section details force majeure definitions, notice and evidence requirements, and the effects on performance, payment, and liability. It also explains delay remedies, including penalties, extensions, suspension, and termination rights for prolonged disruption.
Defining force majeure and typical eventsNotification duties and proof requirementsEffects on performance, deadlines and paymentsDelay penalties, liquidated damages and capsSuspension, termination and hardship options
