Commercial contracts in Greece: clauses that matter

In practice, most commercial disputes are not born of bad faith — they are born of vague contracts. While everything goes well, nobody opens the agreement; the moment something goes wrong, the text you signed becomes the only map. Greek law recognises broad freedom of contract (Article 361 of the Civil Code) — meaning that, within the limits of the law, what you provided for applies, and whatever you did not provide for will be filled in by statute or by the court, not always the way you would have wanted.

Every serious commercial contract answers three questions with precision: what exactly is being provided (specifications, quantities, service levels — not “as orally agreed”), for what price (amount, time and method of payment, and what happens on delay — statutory default interest and recovery costs in commercial transactions), and for how long (fixed or indefinite term, tacit renewal, notice periods). Gaps on these three points are the raw material of litigation.

The difference between a manageable break-up and years of litigation usually hides in three clauses. Termination: when it is allowed, on what notice, for which material reasons — and what is owed afterwards. The penalty clause (Articles 404 et seq. of the Civil Code): a pre-agreed consequence of breach that spares you proving your loss — provided it is reasonable, as excessive penalties are reduced by the courts. The unforeseen: force majeure and price-adjustment clauses — against the backdrop of Article 388 of the Civil Code on an unforeseen change of circumstances, which recent reality (the pandemic, the energy crisis) has turned from theory into an everyday tool.

In contracts with foreign counterparties, the governing-law and jurisdiction clause is no formality — it determines whether a EUR 100,000 dispute will cost EUR 10,000 or become economically impossible to pursue. Choosing Greek courts, a foreign forum or arbitration (speed and confidentiality, but at a price) must be a conscious decision, driven by the size of the transaction and where the counterparty has assets — because a judgment is worth only as much as your ability to enforce it.

In modern business, the value often lies not in the price but in the intangibles: client lists, know-how, software, data. A complete contract includes a confidentiality clause with real consequences for breach, makes clear who owns what is created during the cooperation (studies, code, trademarks) and regulates the lawful processing of personal data (GDPR) whenever customer or staff information changes hands — a point that data-protection enforcement has made essential rather than decorative.

1. Signing the counterparty's “standard terms” without negotiation — every template was drafted to protect the party who wrote it.

2. Oral understandings to “sort it out as we go” — what was never written down is hard to prove.

3. Vague specifications with no measurable acceptance criteria.

4. No exit provisions — trap contracts with no termination right.

5. Representations and warranties that bind further than the signatory realises.

6. Ignoring the counterparty's solvency — the best-drafted clause collects nothing from an insolvent debtor.

7. Signature by a person without authority to represent the company — verify authority before signing, not after.

Identity and authority of the counterparty · clear scope and acceptance criteria · price, payment terms and consequences of delay · duration and exit · penalty clauses and limits of liability · force majeure and adjustment · confidentiality, data, intellectual property · governing law and jurisdiction.

If any of these is missing or gives you pause, the time to consult a lawyer is before signing — the cost of a preventive review is a fraction of the cost of the first dispute. Our team drafts, reviews and negotiates commercial contracts of every kind, in Greece and internationally, in Greek and in English.