These General Terms of Cooperation apply to private-label development, production and delivery projects unless a signed agreement or written Order Confirmation expressly provides otherwise.
1. Scope, Acceptance & Order of Documents
These terms apply to cooperation between the Supplier and the Customer in relation to research and development, sampling, industrial trials, manufacturing, packaging, labeling, storage, logistics and the sale or supply of products and related services.
Customer purchase conditions, vendor terms, platform terms or other unilateral conditions do not override these Terms unless expressly accepted in writing by the Supplier. A commercial commitment arises only through a written Order Confirmation, Statement of Work, signed agreement or shipment of Products.
Where documents conflict, the following order applies: signed master agreement, Order Confirmation or Statement of Work, these General Terms of Cooperation, referenced Supplier specifications and quality documents, and the applicable Incoterms® 2020 rule.
2. Definitions
SOW / Statement of Work: the agreed development scope, milestones, fees, timing and deliverables. Specification: the agreed formula, sensory requirements, analytical and microbiological limits, packaging, labeling, palletization and testing methods. Approved Artwork: final print-ready files approved by the Customer. Change Request: any requested change to recipe, specification, ingredients, packaging, artwork, claims, MOQ, timing or delivery terms.
3. Quotations
Quotations are indicative unless expressly identified as firm and valid until a stated expiry date. Prices are based on prevailing raw-material, energy, foreign-exchange and freight conditions and may be revised before Order Confirmation if relevant costs materially change.
4. Development & R&D
Development work is undertaken under an agreed SOW or equivalent written development instruction. Development fees are non-refundable and remain payable whether or not the Customer proceeds to commercial production.
Samples and trials are prototypes and may show minor differences from final commercial production. The Customer must provide complete technical and commercial requirements, including target taste, pH, shelf-life expectations, destination market and regulatory constraints.
5. Mandatory Customer Approvals
Before commercial production, the Customer must approve the agreed Specification, ingredient and allergen information, packaging components, final artwork or print proof, and pallet configuration where applicable.
The Supplier is not responsible for errors or claims arising from Customer-approved artwork, text, barcodes, claims or other Customer-provided requirements. Delayed approvals automatically affect timelines and may result in storage, rescheduling or idle-capacity charges.
6. Orders, Forecasts & Lead Times
Forecasts are planning tools only unless expressly agreed as binding. An order becomes binding on the Customer once confirmed by the Supplier. Delivery dates are estimates unless the Order Confirmation specifically states that a date is fixed.
7. Production Yield & Quantity Tolerances
Because beverage and packaging production involves normal industrial yield variation, delivered quantity may vary by up to ±10% unless an Order Confirmation expressly requires an exact quantity. The Customer is invoiced for the quantity actually delivered. Quantities within the agreed tolerance do not constitute breach.
8. Subcontracting & Equivalent Materials
The Supplier may use qualified co-packers, laboratories, carriers and other subcontractors. Where supply disruptions occur, the Supplier may propose technically suitable ingredient or packaging equivalents. Where a response is requested within a stated timeframe, failure to respond may be treated as acceptance if the proposed substitution does not materially affect safety or legal compliance.
9. Customer-Supplied Materials
The Customer warrants that any ingredients, packaging, artwork or other materials supplied by it are compliant, suitable for purpose and free of third-party claims. The Supplier is not liable for defects caused by Customer-supplied materials and may reject non-conforming inputs and charge resulting handling, return or disposal costs.
10. Pricing, Invoicing & Payment
Payment terms are 100% in advance. The full invoiced amount must be received and cleared before procurement, production scheduling, release of goods or dispatch, as applicable. The Supplier has no obligation to proceed until cleared funds are available.
All bank charges are borne by the Customer. Payments are non-cancellable and non-refundable except where the Supplier expressly agrees otherwise in writing.
11. Retention of Title
Title to Products remains with the Supplier until all amounts due have been received in full, including any agreed costs or charges. Until title passes, Products must be identifiable and must not be pledged or otherwise encumbered.
12. Delivery, Incoterms® & Proof Documents
The Incoterms® 2020 rule stated in the Order Confirmation governs transfer of risk and delivery responsibilities. Standard proof documents may include CMR/POD for road transport, B/L for sea freight, AWB for air freight, and tracking/POD for courier shipments.
13. Inspection & Claims
The Customer must inspect Products immediately upon delivery. Visible damage or shortage must be recorded on the delivery documentation and reported to the Supplier within 24 hours with supporting photographs and transport documents. Hidden defects must be notified within 7 calendar days.
If these deadlines are missed, the Products are deemed accepted and the relevant claim is waived. The Customer must preserve samples and allow reasonable Supplier inspection where requested.
14. Remedies
If the Supplier accepts a claim in writing, the Supplier may elect to replace the affected Products or issue a credit note. No penalties, lost-profit claims or consequential claims apply unless expressly agreed in writing.
For accepted short-delivery claims, the standard accounting correction is a credit note referencing the original invoice. Any cash refund is considered only after credit-note issuance and reconciliation.
15. Returns / RMA
No Products may be returned without prior written Return Merchandise Authorization. Authorized returns must remain unopened, in original packaging and under documented correct storage conditions. Unauthorized returns may be refused and all associated costs charged to the Customer.
16. Storage, Demurrage & Waiting Time
If the Customer delays collection, receiving arrangements or documentation, the Supplier may charge storage, handling, demurrage and waiting-time costs at the applicable rate notified for the project.
17. Destination-Market Regulatory Responsibility
Unless otherwise agreed in writing, the Customer is responsible for destination-market approvals, label language, marketing claims, deposit or DRS requirements, registrations and market-specific compliance. The Supplier provides agreed technical documents such as CoA, SDS and traceability information.
18. Confidentiality
Commercial, technical and project information exchanged between the parties is confidential and may not be disclosed without authorization, except where disclosure is required by law or necessary for project execution. Confidentiality obligations continue for five years after the last transaction unless another signed agreement provides a different period.
19. Intellectual Property
The Supplier retains its background know-how, processes, methods and improvements. Unless an SOW or signed agreement states otherwise, formulations and processes developed by the Supplier remain Supplier property and the Customer receives a non-transferable, non-exclusive right to purchase the resulting Products.
Customer trademarks and artwork remain Customer property. The Customer grants the Supplier the limited right necessary to use them for development, production, packaging and delivery of the agreed Products.
20. Non-Circumvention & Non-Solicitation
For 24 months after introduction, the Customer must not bypass the Supplier to directly engage identified manufacturers, co-packers, ingredient suppliers or logistics partners introduced through the Supplier without prior written consent. Contractual charges and additional damages may apply where stated in the relevant agreement or Order Confirmation.
21. Warranty Position
Except for requirements expressly included in the agreed Specification, no additional warranty of merchantability, fitness for a particular purpose or subjective sensory preference is given. A Product that complies with the agreed Specification is not defective merely because of a Customer's or consumer's subjective taste preference.
22. Limitation of Liability
To the maximum extent permitted by law, the Supplier's aggregate liability relating to an affected batch is limited to the net invoice value of that batch. The Supplier is not liable for indirect or consequential losses such as lost profit, lost sales, interruption of business or reputational damage. The Customer must take reasonable steps to mitigate loss.
23. Product Recalls
If a recall becomes necessary, the parties will cooperate. Recall costs are borne by the party whose proven fault caused the recall. The Supplier is not responsible for precautionary recall costs unless objective evidence establishes Supplier fault.
24. Force Majeure
The Supplier is not liable for delay or failure caused by events beyond reasonable control, including supply-chain disruption, raw-material shortages, energy disruption, strikes, port congestion, transport interruption, governmental action or similar events. Available supply may be allocated among customers where necessary.
25. Suspension & Termination
The Supplier may suspend or terminate cooperation for non-payment, insolvency or material breach. On termination, the Customer remains liable for completed work, committed materials, work in progress and applicable cancellation or handling charges.
26. Communications & Signatures
Email approvals and scanned or electronic signatures are valid where legally permitted. Where a written request expressly states that silence after a defined period will constitute acceptance, failure to respond within that period may be treated accordingly.
27. Governing Law & Jurisdiction
The governing law and competent courts are those stated in the applicable signed agreement, Order Confirmation or SOW. Where no separate written provision applies, cooperation may be governed by the laws of Cyprus or Greece with exclusive jurisdiction in Limassol or Athens, as applicable to the contracting Supplier entity.
28. Severability & Entire Agreement
If any provision is held invalid or unenforceable, the remaining provisions continue in force. These Terms, together with the documents that take priority over them, constitute the commercial framework between the parties unless superseded by a signed agreement.