Lesson 1Fitting, hidden faults and business promise: meaning, claim steps, fixes and time limitsThis section explains fitting duties, hidden fault rules, and business promises. It covers check duties, claim steps, fixes like mend or swap, time limits, outs, and linking with law promise 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 2Liability limits and outs: risk sharing, caps, loss outs and carve-outsThis section explains how liability limit parts share risk between sides, how caps are worked out, which losses can be left out, and how outs for bad neglect, IP break, or data breaks are usually talked over.
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 aim, billing, money, upfronts, step paymentsThis section explains how to write clear price and payment parts, covering price setup, linking to index, money type, upfronts, step payments, billing rules, late pay interest, surety tools, and what happens for no-pay or broke.
Defining price, discounts and surchargesCurrency, exchange risk and indexationDeposits, milestones and staged paymentsInvoicing rules, due dates and documentationLate payment interest, security and remediesLesson 4Data safety and export control following for equipment and softwareThis section explains data safety and export control duties for equipment and software, including role sharing, data handling parts, tech guards, export types, licence needs, and sanctions and dual-use following.
Identifying personal and industrial data flowsController–processor roles and DPAsSecurity measures and incident notificationExport classifications and license screeningSanctions, dual-use items and red flagsLesson 5Distributor and reseller parts: allowed resale, price policy, marketing claims and work promisesThis section explains how to rule distributors and resellers, including area and customer sharing, price and cut policies, marketing and following duties, work targets, report duties, and end results for breaks.
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, row settling and right courts: choice of law, jurisdiction parts, arbitration vs courtsThis section covers choice of law, jurisdiction and place parts, step-up ways, and arbitration vs court rows. It explains workability, link with must rules, and how to write fair row settling parts.
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 service, spare parts and upkeep contracts: SLAs, answer times, spare part promisesThis section covers how to set up after-sales duties, set SLA measures, fix answer and mend times, secure spare part supply, and match upkeep contracts with price, liability, and work promises 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, secrets and software/firmware licence termsThis section covers owning IP in hardware, software and papers, licence ways for software and firmware, secret duties, allowed use, limits, break handling, and lasting of IP and NDA parts after end.
Background vs foreground IP ownershipSoftware and firmware license modelsUse restrictions, audits and complianceConfidentiality scope, duration and carve-outsIP infringement claims and indemnitiesLesson 9Full CGV outline with headings and subheadings made for industrial 3D printersThis section gives a set-up CGV outline made for industrial 3D printer sales, sorting parts into sense headings and subheadings, and showing how to mix business, tech, legal, and following parts into one solid paper.
Preamble, definitions and scope of applicationCommercial terms, delivery and acceptanceIP, software, data protection and complianceLiability, warranties and service levelsDispute resolution, term and terminationLesson 10Delivery, risk pass and owning pass (holding title): delivery terms, INCOTERMS, acceptance testsThis section details delivery terms, use of INCOTERMS, and how risk and owning pass are set up. It also covers acceptance tests, non-fitting handling, moving duties, and link with insurance and holding 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 fixes: meaning, notice needs, hold/end rightsThis section details force majeure meanings, notice and proof needs, and effects on work, pay, and liability. It also explains delay fixes, including fines, stretches, hold, and end rights for long upset.
Defining force majeure and typical eventsNotification duties and proof requirementsEffects on performance, deadlines and paymentsDelay penalties, liquidated damages and capsSuspension, termination and hardship options
