GENERAL TERMS OF COOPERATION
(Development • Production • Delivery)
1) Scope, acceptance, and priority of documents
These terms (“Terms”) apply to all cooperation between Supplier and Customer including R&D/development, sampling, industrial trials, manufacturing, packaging, labeling, storage, logistics, and sale of products (collectively “Products/Services”).
Any Customer terms (purchase conditions, vendor terms, platform terms) are rejected and have no effect even if referenced in a PO, email, portal, or payment.
A contract exists only when Supplier issues a written Order Confirmation and/or SOW (Statement of Work) and/or ships Products.
Priority: (a) signed Master Agreement (if any), (b) Order Confirmation/SOW, (c) these Terms, (d) Supplier specifications and quality documents referenced, (e) Incoterms® 2020.
Customer confirms it has authority and has read/accepted these Terms.
2) Definitions (key ones)
SOW: development scope, milestones, fees, timelines, deliverables.
Specification: agreed formula, sensory targets, analytical limits, microbiological limits, packaging, labeling, palletization, and test methods.
Approved Artwork: final print-ready files approved by Customer in writing.
Change Request (“CR”): any change to spec, recipe, ingredients, packaging, artwork, claims, MOQ, timelines, or delivery terms.
3) Quotations
Quotations are non-binding unless marked “Firm” with an expiry date.
Prices assume raw materials/energy/FX/freight stability. Supplier may re-quote if costs change before Order Confirmation.
4) Development / R&D
Development is performed only under a signed SOW.
All development fees are non-refundable and payable regardless of whether Customer proceeds to production.
Samples/trials are prototypes; minor deviations are acceptable and do not constitute defect.
Customer must provide complete requirements (target taste, pH, shelf life, market, regulatory constraints). Supplier is not responsible for omissions or changing requirements.
5) Approvals are mandatory (no approval = no liability)
Customer must approve in writing before production: (a) Specification, (b) ingredient list/allergen statement, (c) packaging components, (d) Approved Artwork/print proof, (e) pallet pattern.
Supplier is not liable for any issue arising from Customer-approved text/artwork/claims/barcodes or Customer requirements.
If Customer delays approvals, timelines move automatically and Supplier may charge storage, rescheduling, and idle capacity.
6) Orders, forecasts, lead times
Forecasts are for planning only and are non-binding unless expressly stated.
Orders are binding on Customer once confirmed by Supplier.
Delivery dates are estimates unless explicitly stated as “Fixed” in the Order Confirmation.
7) Production, yield, tolerances.
Due to manufacturing yield and packaging variation, Supplier may deliver ±[10]% of ordered quantity unless Order Confirmation states “Exact”.
Customer will be invoiced only for quantity delivered.
Over/under quantities within tolerance are not a breach and cannot be used to refuse payment.
If “Exact” is required, Customer must agree in writing; additional fees may apply.
8) Subcontracting and substitutions
Supplier may use qualified subcontractors (co-packers, labs, carriers) without further consent.
Supplier may propose ingredient/packaging equivalents if supply disruptions occur. Customer must respond within 48 hours; no response = deemed accepted if the change does not materially affect safety/legal compliance.
9) Customer-supplied materials (if any)
Customer warrants all supplied materials are compliant, fit for purpose, and free of third-party claims.
Supplier is not responsible for defects caused by Customer materials.
Supplier may reject non-conforming inputs and charge handling/return/disposal costs.
10) Pricing, invoicing, payment
“Payment Terms: 100% prepayment. Customer shall pay the full invoice amount before Supplier starts procurement/production and in any case before dispatch. Supplier has no obligation to schedule production, release goods, or ship until funds are received and cleared in Supplier’s bank account.”
And (optional but very protective) add:
“All bank charges are borne by Customer.”
“Payments are non-cancellable and non-refundable.
11) Title retention
Title remains with Supplier until Supplier receives full payment for all amounts owed (including interest and costs). Customer must store Products identifiable and may not pledge them.
12) Delivery, Incoterms, and proof documents
Incoterms® 2020 apply as stated in Order Confirmation.
Proof documents:Road: CMR / POD, Sea: B/L, Air: AWB, Courier: tracking + POD
Risk transfers strictly per Incoterm.
13) Inspection & claims windows
Customer must inspect Products immediately upon receipt.
Visible damage/shortage: must be noted on delivery documents at delivery and notified to Supplier within 24 hours (with photos + documents).
Hidden defects: notify within 7 calendar days of delivery.
If these deadlines are missed, Products are deemed accepted and all claims are waived.
Customer must preserve samples and allow Supplier inspection; otherwise claim is rejected.
14) Strict remedies only (no open-ended liability)
If Supplier accepts a claim in writing, Supplier may choose one remedy:
(a) replace affected Products
(b) issue a credit note
No other remedies apply (no penalties, no consequential claims, no “lost profit”).
For short delivery / missing units, the standard correction is a credit note referencing the original invoice; cash refund only after credit note issuance and reconciliation.
15) Returns (RMA required)
No returns without Supplier written RMA.
Products must be unopened, original packaging, correct storage conditions evidenced.
Unauthorized returns may be refused; all costs charged to Customer.
16) Storage and demurrage / waiting time
If Customer delays pickup/receiving or paperwork, Supplier may charge storage and handling: €[ ]/pallet/day and any demurrage/waiting fees.
17) Regulatory responsibility
Unless Supplier explicitly agrees otherwise in writing, Customer is responsible for: market approvals, labeling language, claims, DRS/deposit, registrations, and compliance in the destination market.
Supplier provides CoA/SDS/traceability as agreed. Supplier is not liable for Customer’s labeling/marketing choices.
18) Confidentiality
All commercial/technical information is confidential. No disclosure without written consent. Breach allows injunctive relief + damages. Duration: 5 years after last transaction.
19) Intellectual property
Supplier retains all background know-how, processes, and improvements.
Unless SOW says otherwise, any formulations/processes developed remain Supplier property; Customer receives a non-transferable, non-exclusive right to buy Products.
Customer trademarks/artwork remain Customer property, but Customer grants Supplier a limited license to use them to perform the contract.
20) Non-circumvention / non-solicitation
Customer shall not directly approach Supplier’s identified manufacturers, co-packers, ingredient suppliers, or logistics partners introduced via Supplier for 24 months, unless Supplier consents. Breach fee: €[ ] plus damages.
21) Warranty disclaimer
Except as expressly stated in the Specification, Supplier disclaims all warranties (including merchantability/fitness). Sensory preferences are subjective and not a defect if Product meets spec.
22) Limitation of liability
Supplier total liability (contract/tort/otherwise) is capped at the net invoice value of the affected batch.
Supplier is never liable for indirect/consequential damages (lost profit, lost sales, business interruption, reputation).
Customer must mitigate damages.
23) Product recalls
If a recall is required, parties cooperate. Costs are borne by the party whose fault caused the recall, proven by objective evidence. No “precautionary recall” costs charged to Supplier unless Supplier fault is proven.
24) Force majeure
Supplier not liable for delays/failures due to events beyond control (including supply chain disruption, raw material shortages, energy issues, strikes, port congestion, government action). Supplier may allocate available supply among customers.
25) Suspension and termination
Supplier may terminate immediately for non-payment, insolvency, or material breach.
Upon termination, Customer must pay all completed work, committed materials, WIP, and cancellation fees.
26) Set standards for communication & signatures
Email approvals and scanned signatures are valid and binding. Silence after 48 hours on a requested confirmation may be deemed acceptance where stated.
27) Governing law and jurisdiction (choose the most Supplier-friendly for you)
Governing law: Cyprus or Greece
Exclusive jurisdiction: courts of Limassol or Athens
28) Severability and entire agreement
If any clause is invalid, remaining clauses stay valid. These Terms represent the entire agreement unless a signed master agreement states otherwise.