Lesson 1Intellectual property, confidentiality and software/firmware licensing termsThis section covers IP ownership in hardware, software, documentation, licensing for software/firmware, confidentiality, permitted use, restrictions, infringement handling, and survival of clauses post-termination.
Background vs foreground IP ownershipSoftware and firmware license modelsUse restrictions, audits and complianceConfidentiality scope, duration and carve-outsIP infringement claims and indemnitiesLesson 2Detailed CGV outline with headings and subheadings tailored for industrial 3D printersThis section provides a structured CGV outline for industrial 3D printer sales, with headings and subheadings, integrating commercial, technical, legal, and compliance into one solid document.
Preamble, definitions and scope of applicationCommercial terms, delivery and acceptanceIP, software, data protection and complianceLiability, warranties and service levelsDispute resolution, term and terminationLesson 3Delivery, transfer of risk and transfer of ownership (retention of title): delivery terms, INCOTERMS, acceptance testsThis section details delivery terms, INCOTERMS use, risk and title transfer. It covers acceptance tests, non-conformity handling, logistics duties, 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 4Force majeure and delay remedies: definition, notice requirements, suspension/termination rightsThis section details force majeure definitions, notice requirements, effects on performance, payment, liability. It explains delay remedies like penalties, extensions, suspension, termination for disruptions.
Defining force majeure and typical eventsNotification duties and proof requirementsEffects on performance, deadlines and paymentsDelay penalties, liquidated damages and capsSuspension, termination and hardship optionsLesson 5Limitation of liability and exclusions: allocation of risk, caps, consequential loss exclusions and carve-outsThis section explains how limitation of liability clauses share risk between parties, how caps are set, which losses can be excluded, and carve-outs for gross negligence, IP infringement, or data breaches.
Purpose of limitation of liability clausesDrafting and calculating liability capsExcluding indirect and consequential lossesTypical carve-outs and non-excludable lossesNegotiation tactics and enforceability risksLesson 6After-sales services, spare parts and maintenance contracts: SLAs, response times, spare part guaranteesThis section covers structuring after-sales duties, SLA metrics, response times, spare part availability, and aligning maintenance contracts with pricing, liability, and performance 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 7Distributors and resellers provisions: authorized resale, pricing policy, marketing claims and performance guaranteesThis section explains how to regulate distributors and resellers, including territory and customer sharing, pricing policies, marketing duties, performance targets, reporting, and termination 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 8Data protection and export control compliance relevant to equipment and softwareThis section explains data protection and export control duties for equipment and software, including role sharing, data processing clauses, technical safeguards, export classifications, licensing, and sanctions 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 9Price 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, and non-payment consequences.
Defining price, discounts and surchargesCurrency, exchange risk and indexationDeposits, milestones and staged paymentsInvoicing rules, due dates and documentationLate payment interest, security and remediesLesson 10Conformity, hidden defects and commercial warranty: definition, claim procedures, remedies and time limitsThis section explains conformity duties, hidden defect rules, and commercial warranties. It covers inspection, claim steps, remedies like repair or replacement, time limits, exclusions, and matching 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 11Applicable law, dispute resolution and competent courts: choice of law, jurisdiction clauses, arbitration vs courtsThis section covers choice of law, jurisdiction clauses, escalation, and arbitration vs courts. It explains enforceability, mandatory rules interaction, and drafting balanced dispute provisions.
Choosing governing law in B2B contractsJurisdiction, venue and forum selectionEscalation clauses and negotiation phasesArbitration vs courts: pros and consEnforcement of judgments and awards
