Lesson 1Conformity, hidden defects and commercial warranty: definition, claim procedures, remedies and time limitsDis section explain conformity obligations, hidden defect regimes, an commercial warranties. It cover inspection duties, claim procedures, remedies such as repair or replacement, time limits, exclusions, an coordination wid 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-outsDis section explain how limitation a liability clauses allocate risk between parties, how caps are calculated, which losses can be excluded, an how carve-outs fi 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 paymentsDis section explain how fi draft clear price an payment clauses, coverin price structure, indexation, currency, deposits, staged payments, invoicin rules, late payment interest, security instruments, an consequences a 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 softwareDis section explain data protection an export control obligations fi equipment an software, includin role allocation, data processin clauses, technical safeguards, export classifications, licensin needs, an sanctions an 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: authorized resale, pricing policy, marketing claims and performance guaranteesDis section explain how fi regulate distributors an resellers, includin territory an customer allocation, pricin an discount policies, marketin an compliance obligations, performance targets, reportin duties, an termination consequences fi 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 courtsDis section cover choice a law, jurisdiction an venue clauses, escalation mechanisms, an arbitration versus court litigation. It explain enforceability, interaction wid mandatory rules, an how fi 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 guaranteesDis section cover how fi structure after-sales obligations, define SLA metrics, set response an repair times, secure spare part availability, an align maintenance contracts wid pricin, liability, an 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 termsDis section cover ownership a IP in hardware, software an documentation, licensin models fi software an firmware, confidentiality obligations, permitted use, restrictions, infringement handlin, an survival a IP an 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 printersDis section provide a structured CGV outline tailored to industrial 3D printer sales, organizin clauses into logical headins an subheadins, an showin how fi integrate commercial, technical, legal, an 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 testsDis section detail delivery terms, use a INCOTERMS, an how risk an title transfer are structured. It also cover acceptance tests, non-conformity handlin, logistics responsibilities, an interaction wid insurance an retention a 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 rightsDis section detail force majeure definitions, notice an evidence requirements, an de effects pon performance, payment, an liability. It also explain delay remedies, includin penalties, extensions, suspension, an termination rights fi 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
