Lesson 1Conformity, hidden defects and commercial warranty: definition, claim procedures, remedies and time limitsThis part explains conformity duties, hidden defect rules, and business warranties. It covers check duties, claim steps, fixes like repair or replace, time limits, exclusions, and match with legal 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 part explains how liability limit clauses share risk, how caps are figured, what losses to exclude, and carve-outs for bad negligence, IP breaks, or data leaks in talks.
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 part shows how to write clear price and payment clauses, covering price build, index links, currency, deposits, staged pays, invoice rules, late interest, security tools, and non-pay effects.
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 part explains data protection and export control duties for gear and software, including role shares, data process clauses, tech guards, export classes, license needs, and sanctions/dual-use rules.
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 guaranteesThis part shows how to control distributors and resellers, including area and customer shares, price/discount rules, marketing/compliance duties, performance goals, reporting, and breach end results.
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 part covers law choice, jurisdiction and venue clauses, step-up steps, and arbitration vs courts. It explains workability, must-rules match, and balanced dispute settling writing.
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 part covers after-sales duties, SLA measures, response/repair times, spare part sureness, and matching maintenance deals with price, liability, and performance 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, confidentiality and software/firmware licensing termsThis part covers IP ownership in hardware, software and docs, license models for software/firmware, secrecy duties, allowed use, limits, break handling, and IP/NDA survival after end.
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 part gives a structured CGV plan for industrial 3D printer sales, sorting clauses into headings/subheadings, and showing commercial, tech, legal, compliance blend into one solid doc.
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 part details delivery terms, INCOTERMS use, and risk/title transfer builds. It covers acceptance tests, non-match handling, logistics duties, and insurance/title retention links.
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 part details force majeure defs, notice/proof needs, and effects on work, pay, liability. It explains delay fixes like penalties, extensions, holds, and end rights for long issues.
Defining force majeure and typical eventsNotification duties and proof requirementsEffects on performance, deadlines and paymentsDelay penalties, liquidated damages and capsSuspension, termination and hardship options
