Lesson 1Conformity, hidden defects and commercial warranty: definition, claim procedures, remedies and time limitsThis section explains conformity duties, hidden defect rules, and commercial warranties. It covers check duties, claim steps, fixes like repair or replacement, time limits, exclusions, and linking with law warranties.
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 liability limits share risk between sides, how caps are worked out, which losses to exclude, and carve-outs for gross negligence, IP breach, or data leaks as 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 purpose, invoicing, currency, deposits, staged paymentsThis section explains drafting clear price and payment clauses, covering price setup, indexation, currency, deposits, staged payments, invoicing rules, late payment interest, security tools, and non-payment or broke 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 section explains data protection and export control duties for equipment and software, including role sharing, data processing clauses, tech safeguards, export classes, licensing needs, and sanctions plus 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 section explains regulating distributors and resellers, including area and customer sharing, pricing and discount rules, marketing and compliance duties, performance goals, reporting, and end effects 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, dispute resolution and competent courts: choice of law, jurisdiction clauses, arbitration vs courtsThis section covers choice of law, jurisdiction and venue clauses, step-up mechanisms, and arbitration vs courts. It explains workability, link with must rules, and drafting fair dispute settling bits.
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 after-sales duties, SLA measures, response and repair times, spare part sureness, and matching maintenance contracts with pricing, 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 section covers IP ownership in hardware, software and docs, licensing for software and firmware, confidentiality duties, allowed use, limits, breach handling, and IP and 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 section gives a structured CGV outline for industrial 3D printer sales, sorting clauses into logical headings and subheadings, and showing how to mix business, tech, legal, and compliance 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 section details delivery terms, INCOTERMS use, and risk and title transfer setup. It covers acceptance tests, non-conformity handling, logistics duties, and link with insurance and title retention.
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 proof needs, and effects on work, payment, and liability. It explains delay fixes, including fines, extensions, hold, 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
