In these General Terms and Conditions, the following definitions shall apply:
a. “Supplier”: Swiss Formula Single-Member Private Company, 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.com
b. “Customer”: Any natural or legal person who purchases or intends to purchase postbiotics raw materials from the Supplier.
c. “Products”: Postbiotics raw materials provided by the Supplier for use in functional foods, dietary supplements, or other applications.
d. “Contract”: Any agreement between the Supplier and the Customer regarding the sale and delivery of Products.
e. “General Terms and Conditions”: The present terms, as applicable to the sale of Products.
ARTICLE 1 – PURPOSE
1.1 These General Terms and Conditions apply to all sales of postbiotics raw materials (“Products”) from the Supplier to the Customer for use in functional foods, dietary supplements, or related applications.
1.2 The Supplier provides only the postbiotics raw materials according to its specifications. The Supplier does not manufacture, distribute, or market the Customer’s final products and assumes no liability for any end product that the Customer produces using the Products.
1.3 These General Terms replace all prior terms applied by the Supplier and may only be amended by the Supplier in writing.
ARTICLE 2 – OFFERS
2.1 All offers of Products are subject to these General Terms and Conditions and may be withdrawn at any time unless otherwise agreed in writing.
2.2 Unless stated otherwise, offers are valid for thirty (30) days from the date of issue.
ARTICLE 3 – ORDERS
3.1 Any order placed by the Customer is binding only after the Supplier confirms acceptance in writing or dispatches the Products.
3.2 Orders may not be modified or cancelled without the Supplier’s written consent. If accepted, the Supplier may invoice the Customer for any costs incurred.
3.3 The Customer must provide full advance payment if required before the Supplier begins processing the order.
ARTICLE 4 – PRICING AND PAYMENT
4.1 Product prices are set in accordance with the Supplier’s price list and contract. All prices are exclusive of VAT and shipping unless stated otherwise.
4.2 The Supplier reserves the right to request guarantees, suspend deliveries, or cancel orders without liability for resulting damages.
4.3 No discounts apply for early payment unless explicitly agreed.
ARTICLE 5 – DELIVERY
5.1 Delivery is “ex works” from the Supplier’s warehouse. Risk transfers to the Customer upon shipment.
5.2 The Customer is responsible for all costs and compliance related to the transport and reception of Products.
5.3 Delivery delays do not entitle the Customer to cancel the order or claim damages.
ARTICLE 6 – ACCEPTANCE AND RETURNS
6.1 The Customer may only return Products with prior written consent from the Supplier.
6.2 Claims for defective Products must be submitted in writing within 8 days of delivery.
6.3 Products must be returned in their original packaging at the Customer’s expense.
ARTICLE 7 – SUPPLIER’S WARRANTY AND LIMITATION OF LIABILITY
7.1 The Supplier warrants that the Products are manufactured with care according to specifications.
7.2 Use of Products in Final Products: The Customer is solely responsible for ensuring that the postbiotics raw materials are suitable for the intended application and comply with all applicable laws, regulations, and standards, including food safety, labelling, and health claims.
7.3 Disclaimer of Liability for Final Products: The Supplier shall not be liable for any claims, damages, or losses arising from the production, marketing, or distribution of any final product containing the postbiotics raw materials. The Customer assumes all responsibility for such products.
7.4 Indemnification: The Customer agrees to indemnify and hold harmless the Supplier from any claims, costs, or damages resulting from the production, use, or sale of final products containing the postbiotics raw materials.
7.5 Warranty for the raw materials is limited to conformity with specifications and does not extend to final products manufactured by the Customer.
ARTICLE 8 – INTELLECTUAL PROPERTY
8.1 The Supplier retains all intellectual property rights over the postbiotics raw materials and related technical information.
8.2 The Customer retains ownership of trademarks, logos, and formulations applied to its final products but must respect the Supplier’s IP rights regarding the raw materials.
ARTICLE 9 – FORCE MAJEURE
9.1 The Supplier shall not be liable for delays or failures to perform due to events beyond its control, including strikes, natural disasters, or supply chain disruptions.
ARTICLE 10 – GOVERNING LAW AND JURISDICTION
10.1 These terms and any contracts under them are governed by Greek law.
10.2 Disputes shall be resolved by the competent courts of Thessaloniki, Greece.
ARTICLE 11 – RETENTION OF TITLE
11.1 Ownership of Products remains with the Supplier until full payment is received.
11.2 Any resale or use of Products prior to full payment is subject to the Supplier’s ownership rights.
ARTICLE 12 – DATA PROTECTION
12.1 The Customer agrees that the Supplier may process personal data for order management, delivery, and commercial purposes, in accordance with GDPR.
12.2 The Supplier shall implement technical and organisational measures to ensure data protection.
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 restriction of processing. 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 has been sent and its receipt 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.