In these General Terms and Conditions, the following definitions shall apply and have the meanings set out below:
a. “Supplier”: Swiss Formula Single-Member Private Company (I.K.E.), incorporated and operating under Greek law, having its registered office in Greece (Plagiarion – Mikra – Thessaloniki), Tel.: +30 231 1827898, Email: sales@swiss-formula.eu, Website: swiss-formula.eu
b. “Customer”: Any natural or legal person who wishes to enter into or has already entered into an agreement with the Supplier, or who receives an Offer for that purpose.
c. “Offer”: Any offer made by the Company to the Buyer for the sale and delivery of Products and/or Services.
d. “Contract”: Any agreement and/or document (including, without limitation, an Offer or proposal) relating to the sale of Products and/or Services by the Company and the delivery of Products and/or Services to the Buyer, any addition or amendment to these General Terms and Conditions, as well as any other action (including, but not limited to, legal actions) performed during the preparation and execution of the Contract.
e. “Products”: All goods sold or to be sold by the Company under these General Terms and Conditions and/or the Contract. Standard products and customised products shall hereinafter be collectively referred to as “Products.”
f. “Services”: All activities (in any form and by any means referred to) carried out by the Company for the Buyer within the framework of a Contract.
g. “General Terms and Conditions”: The present general terms and conditions.
ARTICLE 1 – PURPOSE
1.1 The following General Terms and Conditions of Sale of Goods and Provision of Services shall apply:
- To all contracts for the sale of goods between the Supplier and each of its customers concerning goods sold by the Supplier in accordance with the Supplier’s specifications and technical descriptions (hereinafter referred to as “standard products”).
- To all manufacturing contracts between the Supplier and the Customer for the sale of goods produced in factories cooperating with the Supplier, under the Customer’s private label, relating to ready-made food supplement formulas (hereinafter referred to as “private label products”), as well as to products manufactured in factories cooperating with the Supplier, under the Customer’s private label but according to specifications provided by the Customer to the Supplier (hereinafter referred to as “private label products with exclusive formula”).
- To the provision of any service.
1.2 These General Terms and Conditions replace and annul all previous terms applied by the Supplier in other contracts, except for the present one. They may be amended only by the Supplier. The General Terms and Conditions apply to and form an integral part of every Contract.
1.3 The General Terms and Conditions form the basis of commercial negotiations and apply to any request for, and any negotiation regarding, an Offer, order, or Contract.
1.4 The placement of an order by the Customer to the Supplier constitutes unconditional acceptance of these Terms.
1.5 In the event of any conflict between the General Terms and Conditions and the Contract, the provisions of the Contract shall prevail.
1.6 The General Terms and Conditions of Sale of Goods and Provision of Services cannot be modified by any wording contained in the Customer’s order form or in any of its commercial documents, regardless of their date, unless the Supplier expressly accepts such new terms in writing.
1.7 The Customer shall not interpret the Supplier’s failure to enforce any of the General Terms and Conditions at any given time as a waiver of the Supplier’s right to enforce them at any later time.
ARTICLE 2 – OFFER
2.1 Unless the Supplier has expressly stated otherwise in writing, all Offers are subject to these General Terms and Conditions and/or the conclusion of a Contract and may be withdrawn or cancelled at any time.
2.2 Unless the Supplier has expressly stated otherwise in writing, an Offer shall in no case remain valid for more than thirty (30) days from its date of issue.
ARTICLE 3 – ORDERS
3.1 The Supplier’s price lists, catalogues, technical specifications, advertisements, or promotional documents do not constitute an offer.
3.2 Any order or instruction (hereinafter referred to as “order”) submitted by the Customer shall be considered binding — even if transmitted through the Supplier’s agents or representatives — from the moment the Supplier accepts it in writing, issues an invoice, or dispatches the products.
3.3 Orders are recorded in the system and become mutually binding only after the Customer has deposited an advance payment equal to 50% of the total value before VAT.
3.4 The Customer may not modify or cancel a binding order for any reason, even if the Supplier has not yet communicated its acceptance of the order to the Customer. If the Supplier accepts the Customer’s request to modify or cancel an order before it is placed into production (or before the provision of services begins), the Supplier may invoice the Customer for all or part of the costs already incurred, including design, raw material purchases, etc. If the Customer’s cancellation request is received while the order is in progress (i.e., during production), the Customer must take delivery of the products already in production and pay the corresponding price. Similarly, in the case of service provision, the Customer must pay the agreed price for the portion of the services already provided and completed by the Supplier. If the majority of the services have been provided, the full agreed price shall be payable to the Supplier.
3.5 The Customer’s order relating to a concluded contract is recorded in the system and shall be considered binding upon the Supplier only if the Customer fully and strictly complies with all the terms of the contract.
ARTICLE 4 – INVOICING – PAYMENTS – PRICING
4.1 The price for any order shall be paid in the manner expressly stated in the respective contract between the contracting parties.
4.2 The price of the products is final and includes only what is described and stated in the contract between the parties. Products are delivered to the Customer’s warehouse at the address indicated in the Supplier’s order confirmation or, where applicable, as stated on the invoice. All prices are quoted before tax and include transportation and insurance costs.
The price of Standard Products is determined according to the Supplier’s price list. The prices applicable to Standard Products are those in force at the date of delivery. The Customer bears the responsibility to obtain information from the Supplier regarding the current prices before placing any order.
4.3 The Supplier also reserves the right to request guarantees and/or immediate payment of outstanding debts (due invoices), and/or to suspend or cancel any pending orders or deliveries without liability for any damages resulting therefrom.
4.4 No discount is granted for early payment.
ARTICLE 5 – SHIPMENT OF GOODS – TRANSPORTATION
5.1 Unless otherwise stated in the contract between the Supplier and the Customer, all sales covered by these General Terms and Conditions are made “ex works” from the Supplier’s factory/warehouse. Therefore, the goods shall always be transported at the Customer’s risk, even in cases of prepaid freight.
5.2 If the Supplier ships the goods at the Customer’s request, the Supplier shall be deemed to act solely on behalf of the Customer and not as an agent of the carrier. Any information provided regarding transport costs is for informational purposes only and does not constitute a guarantee. Any increase in transport costs shall be accepted by the Customer.
5.3 The Customer shall always be responsible for maintaining, recovering, recycling, or disposing of the product packaging in compliance with all applicable laws and relevant regulations.
5.4 International Shipments: For deliveries outside Greece, the Customer is responsible for all applicable customs duties, import taxes, and compliance with the laws of the destination country. The applicable law for international deliveries may differ from Greek law and will be specifically defined in the Contract.
ARTICLE 6 – DELIVERIES
6.1 Unless otherwise stated in the contract between the Supplier and the Customer, all delivery schedules mentioned shall be deemed as estimates. The Customer may not cancel any order, impose additional charges for delayed delivery, or claim any compensation from the Supplier due to a delay. Subject to the principles of reasonableness and good faith, the Supplier shall make every effort to comply with the agreed delivery date.
6.2 If an order requires multiple deliveries, each delivery shall be considered a separate contract. Any delay in one shipment shall not constitute grounds for cancellation of subsequent shipments.
6.3 The Customer is obliged to receive the ordered goods on the dates stated in the order confirmation, or as applicable, on the invoice or notice issued by the Supplier. If the Customer fails to receive the goods as required, the Supplier reserves the right to dispose of the products at its discretion, without any liability for damages to the Customer.
6.4 Any delay by the Customer in fulfilling their obligations as stated in the delivery schedule will result in corresponding delays in delivery by the Supplier.
ARTICLE 7 – ACCEPTANCE OF DELIVERIES
7.1 The Customer is entitled to return products deemed non-compliant only after obtaining prior written consent from the Supplier. Furthermore, the Supplier will accept the return of non-compliant products only if all of the following conditions are cumulatively met:
7.2 Regardless of any measures the Customer must take towards the carrier, any claim regarding visible defects or non-conformity of the products delivered in accordance with the Customer’s order or delivery documents must be submitted in writing to the Supplier within 8 days from the date of delivery. Deliveries are subject to tolerances/variations commonly accepted in the industry, regarding quantities (within a +/- 10% range). After the expiration of the aforementioned 8-day period, the Customer is deemed to have accepted the products without reservation.
7.3 Each returned product must be accompanied by a written explanation specifying the exact reasons for the rejection by the Customer.
7.4 Products must be returned in their full original packaging, which must be in good condition.
7.5 The Customer must not have modified or altered the products in any way.
7.6 The return of products from the Customer to the Supplier shall be at the Customer’s expense.
7.7 Any returned product recognised by the Supplier as non-compliant will either be replaced or repaired at the Supplier’s discretion, or the Supplier will issue a credit note for the product in accordance with the terms of § 8.7 below.
7.8 The provisions of this section do not apply to products that have undergone a joint acceptance procedure at the Supplier’s facilities.
ARTICLE 8 – SUPPLIER’S PRODUCTS – WARRANTIES
8.1 The Supplier’s products are manufactured with great care, using the best available methods at the time of production. They are nevertheless subject to variations resulting from unforeseen causes as defined in § 8.4, variations in raw materials, and variations arising from their use by the Customer. The Customer is considered aware of these variations.
8.2 Standard Products: The Supplier undertakes only to provide products that conform to the specifications included in the Supplier’s technical data sheets, which are subject to tolerances/variations commonly accepted in the industry. The Supplier reserves the right to make changes to standard products from time to time without any notice to the Customer. It is the Customer’s responsibility to inquire with the Supplier about any potential changes to standard products before placing an order.
8.3 Private Label Products: The Supplier undertakes only to provide products that conform to the specifications accepted by the Supplier in accordance with the contract concluded with the Customer, subject to tolerances/variations commonly accepted in such matters (see § 8.2 above) or subject to tolerances/variations indicated in the specifications. Additionally, the designs and labels of products included in the Supplier’s offers are preliminary and submitted for Customer approval. Such preliminary designs do not bind the Supplier. The Supplier disclaims any liability arising from preliminary designs. Any technical assistance, oral or written opinions, and drawings of any kind provided at the Customer’s request are supplied at the Customer’s risk, and the Supplier disclaims any related liability.
8.4 Any random variations not related to the manufacturing specifications of the products that affect the composition, performance, or characteristics of the products are considered unforeseen causes. Accordingly, the Supplier disclaims any liability in this regard. As a rule, the Supplier is not responsible for any risks affecting product components that are beyond the Supplier’s control, e.g., improper storage.
8.5 Specifications and performance data presented in the Supplier’s catalogues and technical sheets apply only to normal use of the products, as described on the label and under proper storage conditions, which must be according to professional standards and practices as well as EOF (Greek National Organisation for Medicines) guidelines. The Customer is solely responsible for ensuring that both standard and special products are used appropriately.
8.6 The Customer is solely responsible for ensuring that the products comply with applicable laws or regulations for their intended use.
8.7 Warranty for private label products with exclusive formula applies only to these products and covers manufacturing defects. Under this warranty, the Supplier’s obligations are limited to repairing or replacing—at the Supplier’s sole discretion—any products or services found to be defective, excluding any other compensation. Any deviations, defects, or deficiencies must be reported in writing by registered letter from the Customer to the Supplier within 8 days of receipt.
8.8 Duration: The warranty provided by the Supplier under § 8.7 is limited to the timeframe specified in the corresponding catalogue or technical data sheet as stated in the contract. After the expiration of the above warranty terms, the Supplier will no longer be responsible for any manufacturing defects.
8.9 Warranty exclusions: Any damage caused to the products, property, or persons is excluded from the warranty if it results from normal wear and tear or from causes beyond the Supplier’s control, including but not limited to damage caused by the Customer, improper storage, incorrect installation, inadequate maintenance, or use inconsistent with the product specifications as indicated on labels, instructions, technical sheets, etc.
8.10 Exclusive Tools or Formulas: If the Supplier provides the Customer with production tools, molds, or formulas for private label products with an exclusive formula, the Customer is granted only a limited, non-transferable right to use them for the production of the specific products under the contract. Ownership and intellectual property rights remain with the Supplier unless otherwise agreed in writing.
ARTICLE 9 – INTELLECTUAL PROPERTY
9.1 Standard Products: Any models, designs, calculations, prototypes, hand-drawn sketches, and other documents prepared by the Supplier remain the property of the Supplier. The Supplier retains full ownership of these documents and the resulting rights, which may not be used, disclosed, reproduced, or executed by the Customer or any third party without prior written consent.
9.2 Private Label Products & Private Label Products with Exclusive Formula: The Customer retains ownership of any logos, trademarks, designs, models, or technical information provided to the Supplier or created by the Supplier on behalf of the Customer, with or without compensation, and related to the specific contract concluded and executed between the parties.
The Supplier retains ownership of the composition and the processes applied to the materials used in the manufacture of private label products, as well as anything beyond the designs referred to above, as these constitute the Supplier’s know-how.
For private label products with an exclusive formula, the Customer retains exclusive ownership of the composition and the label.
9.3 The Supplier has the right to invoice the Customer for the cost of any production, molding, or finishing tools created for the execution of an order for private label products with an exclusive formula. Nevertheless, the Supplier retains ownership of these tools. Tools produced for shaping products will be transferred to the Customer’s ownership only after full payment of their cost and provided they remain subject to the Supplier’s intellectual property rights.
ARTICLE 10 – FORCE MAJEURE
10.1 The Supplier shall not be liable for any loss or damage resulting from delayed deliveries or total or partial failure to fulfill any order due to events beyond its control, such as forced shutdown of all or part of production means, general or partial strikes, including strikes affecting the Supplier or cooperating production facilities, lockouts, wars, fire, interruptions or suspension of transport means, supply problems (such as raw material access issues), and generally any events considered as “force majeure” under Greek case law.
10.2 The Supplier is released from its obligations regarding any part of the contract with the Customer not yet performed at the date a force majeure event occurs. The Supplier shall not be liable for any compensation, damages, or costs related to such a situation or to the total or partial failure to perform its contractual obligations as a result of a force majeure event.
ARTICLE 11 – APPLICABLE LAW – DISPUTE RESOLUTION
11.1 These general terms, as well as any contracts between the Supplier and the Customer under these general terms, are governed by Greek law.
11.2 In the event of any dispute between the Customer and the Supplier, the competent courts shall be those of Thessaloniki. If a dispute acquires an international dimension due to the location of contract performance or for any other reason, the Supplier—if acting as the plaintiff—has the right to bring the dispute either before the aforementioned courts, or before the competent courts at the Customer’s official registered office, or at the place of order execution.
11.3 For international contracts where Greek law is not applicable, the Contract will expressly specify the applicable law and dispute resolution forum.
ARTICLE 12 – RETENTION OF TITLE CLAUSE
12.1 The Supplier retains ownership of the products delivered to the Customer until full payment of the price, including the principal amount and any additional amounts, taxes, and interest (hereinafter the “Price”). The Customer is responsible for safeguarding the products against any risk of loss or damage, for which this retention of title clause applies, as well as for any damage arising from delivery to the Customer, in accordance with the above General Terms. Accordingly, the Customer undertakes the following: until full payment of the Price, the Customer shall neither pledge the products nor use them as collateral in any other manner. The Customer is obliged to keep the products continuously identifiable as the Supplier’s property and to issue the relevant insurance policies with a reputable insurance company to cover all risks affecting the products until the Price has been fully paid.
If the Customer resells any products subject to this retention of title clause, any receivable value from the sale of such products is automatically assigned to the Supplier. Such an assignment shall be binding on the purchaser of the products from the date the Supplier notifies the purchaser accordingly. Should the Supplier demand the return of the products, it may prepare a list and/or require any products held by the Customer that have not yet been paid for. All unpaid products held in the Customer’s inventory shall be deemed to correspond to the outstanding amount owed to the Supplier. The Customer shall bear any legal and judicial costs arising in connection with the procedures provided for in this Article.
ARTICLE 13 – DATA PROTECTION
13.1 The Customer undertakes to inform its employees that their personal data will be collected and processed by the Supplier under these General Terms and Conditions. The personal data of these employees will be used by the Supplier for order management, monitoring of customer/prospective customer relationships, and management of sales, services, and promotional activities. The data included in this processing primarily comprises the employees’ names, surnames, addresses, and contact details. These personal data will be retained for the duration of the Contract and archived in accordance with applicable laws and regulations.
13.2 Only legally authorised employees of the Supplier shall have access to personal data. Such data may be transferred to third parties solely for the specific purpose of providing the services contemplated under the Contract. In accordance with applicable law, the Customer’s employees have the right to access their personal data, correct it, request its deletion, object to its processing for reasons related to their personal situation, or request its restriction. They may exercise their rights by sending an email to info@swiss-formula.eu. Where applicable, the Customer’s employees also have the right to complain about the use of their personal data with the competent data protection authority.
13.3 GDPR Annexe: An annexe detailing the processing purposes, categories of data, retention periods, security measures, international data transfers, and rights of data subjects is attached and forms part of this Contract.
ARTICLE 14 – CONFIDENTIALITY
14.1 All information, whether significant or not, provided by the Supplier to the Customer is strictly personal and confidential. Such information includes information related to the Products or Services, suppliers, customers, methods, technical information, inventions, products, trade information, commercial and/or industrial secrets, including formulas and technical designs for Products and production processes, characteristics, procedures, trade secrets, patents, inventions, discoveries, know-how, and intellectual and/or industrial property rights, as well as information concerning the company and business of the Customer and any other company within its group (hereinafter “Confidential Information”). Confidential Information also includes personal data as defined by applicable data protection laws and regulations.
14.2 The Customer shall not publicly disclose or use in any other manner any information provided by the Supplier without the Supplier’s consent and must return all information and media containing such data to the Supplier and immediately destroy any copies upon the Supplier’s first request. The duration of this confidentiality obligation is unlimited.
14.3 The Customer must take all necessary measures and precautions to prevent disclosure of information provided by the Supplier to any third party indicated by the Customer and shall impose confidentiality obligations on its personnel and involved third parties. Any breach of the terms of this Article by an affiliated company, the Customer’s management, or personnel shall be considered a breach of this clause by the Customer itself.
14.4 The restrictions regarding the use and disclosure of information provided by the Supplier shall not apply to information that the Customer can demonstrate: (a) was publicly known at the time of disclosure, or (b) must be disclosed due to a legal obligation or a final judicial decision.
14.5 The Supplier is entitled, at its discretion, to include images of the Customer’s final products with private labelling in its portfolio or on its website.
14.6 The Customer may prohibit the Supplier’s right as stated in Article 14.5 by sending a written notice via email to info@swiss-formula.eu. The prohibition shall take effect three (3) business days after the email is sent and its receipt is confirmed by the Supplier.
GDPR ANNEX – DATA PROCESSING AGREEMENT
This GDPR Annexe forms an integral part of the Contract between Swiss Formula I.K.E. (“Supplier”) and the Customer regarding the processing of personal data under the General Terms and Conditions of Sale of Goods and Provision of Services.
1. Purpose of Data Processing
1.1 Personal data of the Customer’s employees and representatives may be collected and processed by the Supplier for the following purposes:
- Order management and fulfilment
- Delivery tracking and logistics
- Customer support and communication
- Management of commercial relationships, including monitoring, reporting, and marketing activities
- Compliance with legal and regulatory obligations
2. Categories of Personal Data Processed
The following personal data categories may be processed:
- Name, surname, and job title
- Contact information (email, telephone number, fax, postal address)
- Company affiliation
- Transactional data (orders, invoices, and contractual correspondence)
3. Legal Basis for Processing
The Supplier processes personal data based on one or more of the following legal grounds:
- Performance of the Contract (Article 6(1)(b) GDPR)
- Compliance with legal obligations (Article 6(1)(c) GDPR)
- Legitimate interests of the Supplier, including commercial management and protection of contractual rights (Article 6(1)(f) GDPR)
- Consent, where applicable (Article 6(1)(a) GDPR)
4. Data Retention
Personal data will be retained only for as long as necessary to fulfil the purposes set out in this Annexe or as required by applicable law, including tax and accounting obligations. After the retention period, data will be securely deleted or anonymised.
5. Data Security
The Supplier commits to implementing appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Measures include:
- Access control to data
- Encryption where applicable
- Secure storage and transmission
- Regular monitoring and staff training on data protection
6. Data Sharing and Recipients
6.1 Personal data may be shared with third parties only to the extent necessary to fulfil the Contract, including:
- Logistics and delivery service providers
- IT service providers and data hosting providers
- Legal and regulatory authorities, when required by law
6.2 Any data transfer outside the European Economic Area (EEA) will be carried out in compliance with GDPR requirements, using appropriate safeguards such as Standard Contractual Clauses (SCCs) or adequacy decisions.
7. Rights of Data Subjects
The Customer’s employees and representatives are entitled to exercise their rights under GDPR, including:
- Right to access personal data
- Right to rectify inaccurate or incomplete data
- Right to request erasure (right to be forgotten)
- Right to restrict processing
- Right to object to processing
- Right to data portability
Requests should be sent via email to info@swiss-formula.eu.
8. Responsibilities of the Customer
The Customer must:
- Inform its employees that their personal data will be processed by the Supplier in accordance with GDPR
- Ensure that it has a lawful basis for providing personal data to the Supplier
- Assist the Supplier, where necessary, in responding to data subject requests or data protection inquiries
9. Breach Notification
In the event of a personal data breach affecting Customer data, the Supplier will notify the Customer without undue delay and provide relevant details to allow the Customer to comply with its GDPR obligations.
10. Liability
The Supplier shall be liable only for damages caused by its failure to comply with its obligations under this GDPR Annexe, subject to the limitations of liability defined in the General Terms and Conditions.
11. Amendments
This GDPR Annexe may be amended by written agreement of both parties to reflect changes in applicable law or operational practices, without invalidating the rest of the Contract.