General Terms of Cooperation

1. Scope and Acceptance

These General Terms of Cooperation (“Terms”) apply to business-to-business enquiries and projects involving SBIG and any SBIG group company, affiliate, production partner, laboratory, supplier, logistics provider or other designated contractor acting in connection with an approved project.

The services may include project evaluation, beverage research and development, formula coordination, sampling, ingredient or packaging sourcing, private-label production, artwork coordination, quality documentation, warehousing, transport and delivery support.

Website information, estimates, presentations and preliminary discussions are indicative only. No project is accepted and no obligation to supply arises until SBIG confirms acceptance in writing and any required agreement, invoice, proforma invoice or project document has been completed.

2. Eligibility, Verification and Onboarding

SBIG may accept projects only from active businesses that satisfy its legal, commercial, technical and compliance requirements. The customer must provide complete and accurate information, including where requested:

• company registration certificate and current corporate details;
• VAT registration or equivalent tax identification;
• proof of ownership, registration or official application for the relevant trademark;
• details of beneficial ownership, authorised representatives and billing entities;
• product brief, target market, intended claims, packaging, forecast quantities and launch timing;
• any other compliance, sanctions, credit, regulatory or due-diligence information reasonably requested.

SBIG may reject, suspend or discontinue any enquiry or project without liability where documentation is incomplete, inconsistent, unverifiable, misleading, expired or commercially unacceptable.

3. Project Evaluation and Approval

Every project is subject to separate commercial and technical evaluation. Feasibility depends on product category, ingredients, process, packaging, production line, minimum quantities, target market, regulatory requirements, supplier availability and production scheduling.

No quotation, sample, technical discussion or indicative timeline guarantees final feasibility, regulatory approval, shelf life, commercial success, production capacity or acceptance by a retailer, distributor, authority or third party.

SBIG may require execution of an MNDA, Terms of Cooperation, Product Development Agreement, Production Agreement, statement of work or other project document before work begins. Standard agreements and mandatory project procedures are not subject to amendment unless SBIG expressly agrees in writing.

4. Product Development Services

Where accepted, beverage development services are performed for the specific customer and project described in the relevant brief or agreement. Unless otherwise stated in writing, the standard development fee is €5,000 per project or formula and is payable 100% in advance.

The development fee covers the agreed scope only. Additional flavours, formats, claim changes, ingredient substitutions, new target markets, repeat sample rounds, urgent work, third-party laboratory testing, regulatory work, pilot production, packaging tests or reformulation may require additional fees.

Development is an iterative technical service and not a guarantee that the first sample will be approved. Customer comments must be specific, consolidated and submitted through the designated channel. Contradictory or late feedback may extend the timeline and require a revised quotation.

5. Samples, Testing and Timelines

Typical initial sample preparation may require approximately 6–8 weeks after complete onboarding, confirmed payment and receipt of all required information and materials. This period is indicative and may change according to workload, raw-material availability, laboratory scheduling, courier conditions and technical complexity.

Samples are for evaluation only and are not necessarily produced under final commercial-production conditions. Differences may occur between laboratory samples, pilot samples and industrial production due to scale, processing, water, carbonation, filling, packaging, storage and ingredient-lot variation.

The customer is responsible for tasting, internal approval and any independent technical, legal, regulatory, nutritional, stability, microbiological, compatibility or market testing required before commercial launch.

6. Intellectual Property and Formula Rights

Pre-existing know-how, methods, databases, supplier information, processes, templates, analytical methods, technical systems and intellectual property belonging to SBIG or a third party remain the property of their respective owner.

Ownership or permitted use of any customer-specific formula, specification, artwork or deliverable is governed by the applicable signed development or production agreement. Payment of a development fee alone does not transfer SBIG’s background know-how, supplier systems, confidential manufacturing information or third-party intellectual property.

The customer may not reverse engineer, disclose, distribute, sublicense, register, manufacture through another party or commercially exploit confidential project material except as expressly permitted in writing.

7. Customer Responsibilities

The customer is solely responsible for the commercial concept, brand, trademark, product name, claims, target market, sales channels and final decision to launch. The customer must:

• provide accurate and complete instructions, specifications and legal information;
• hold all rights required for trademarks, designs, text, images, claims and customer-supplied materials;
• verify that the product, label, claims and packaging comply with the laws of every intended market;
• obtain any registrations, licences, notifications, permits, certifications or authority approvals required;
• review and approve formulas, samples, specifications, proofs, labels, barcodes, translations and production documents;
• ensure appropriate storage, transport, handling, distribution and stock rotation after delivery;
• promptly notify SBIG of allergies, restricted ingredients, special populations, medical positioning or high-risk claims.

SBIG is not responsible for customer-supplied errors, unlawful claims, inaccurate translations, trademark conflicts, omitted warnings or changes introduced after approval.

8. Commercial Production

Production may begin only after written approval of the final specification, sample or benchmark, packaging materials, artwork, quantities, price, production schedule and all required documents, and after cleared receipt of full payment.

Minimum order quantities are project-specific. As general guidance, aluminum cans and digital-label projects may begin from approximately 20,000 units, while printed-can or lithographed projects may require approximately 150,000 units or more. These figures are not binding quotations.

Reasonable industrial tolerances, overproduction or underproduction may occur because of line start-up, filling losses, quality checks, packaging defects, raw-material yield and technical constraints. The invoiced or credited quantity will be handled according to the applicable agreement, production records and commercial documents.

SBIG may substitute a technically equivalent ingredient, component, supplier or process where necessary due to availability, discontinuation, compliance, safety or production requirements, provided the change does not materially alter the approved product without customer approval.

9. Packaging, Artwork and Customer Materials

Packaging availability, decoration method and lead time are subject to supplier confirmation. The customer must provide print-ready artwork in the required technical format and remains responsible for all text, translations, claims, barcodes, legal statements and intellectual-property rights.

Production will follow the latest written artwork approval received before the applicable cut-off. SBIG is not liable for errors visible in an approved proof or for differences caused by printing tolerances, substrates, screens, inks, varnishes, seams, curves, lighting or digital display settings.

Customer-owned packaging, labels, ingredients or components stored by SBIG or suppliers remain at the customer’s risk unless mandatory law provides otherwise. Obsolete, expired or unused materials may be invoiced, returned at the customer’s cost or disposed of after reasonable notice.

10. Prices and Payment Terms

Unless expressly agreed otherwise in a signed document, all development, production, packaging, sourcing, storage, transport and related services are payable 100% in advance.

Work, purchasing, production-slot reservation and dispatch may be withheld until cleared funds are received. Payment evidence or SWIFT confirmation does not constitute cleared receipt.

Prices exclude taxes, duties, customs charges, inspections, demurrage, detention, storage, special certificates, bank charges and third-party costs unless specifically included. Any such costs remain payable by the customer.

Payments are non-refundable once work has begun, materials have been ordered, capacity has been reserved or third-party commitments have been made. The customer may not withhold, offset, reverse or charge back a payment because of a disputed claim without SBIG’s written agreement or a final binding decision.

11. Delivery, Transport and Transfer of Risk

Delivery terms, loading point, carrier, route and Incoterm are project-specific. Unless expressly agreed otherwise, transport quotations are estimates subject to carrier availability, fuel, route, weight, volume, border, port and customs conditions.

Risk transfers in accordance with the agreed Incoterm or, where none is stated, when the goods are handed to the first carrier or made available for collection. Delivery dates are estimates and are not guaranteed deadlines.

The customer must provide accurate delivery instructions, import requirements and consignee details, and must ensure timely unloading, customs clearance and acceptance. Waiting time, failed delivery, re-delivery, storage, demurrage, detention and customs costs caused by the customer or consignee are payable by the customer.

CMR, bill of lading, packing list, proof of delivery, customs documents and other shipment records may be required to investigate shortages, damage, accounting adjustments or insurance claims.

12. Inspection, Acceptance and Claims

The customer must inspect goods immediately on receipt. Visible loss, shortage, leakage, pallet damage or transport damage must be recorded clearly on the carrier document before signature and supported by dated photographs.

Claims for visible issues must be notified in writing within 48 hours of delivery. Claims for latent manufacturing defects must be notified promptly after discovery and no later than the applicable shelf-life period, together with batch details, storage records, samples, photographs and all evidence reasonably requested.

No claim will be considered where goods have been improperly stored, transported, handled, relabelled, repacked, mixed, altered, resold after the defect became apparent, or tested without preserving representative samples.

SBIG’s investigation does not constitute admission of liability. Where a claim is accepted, SBIG may, at its option and subject to applicable law, replace affected goods, rework them, issue a credit, refund the accepted value or apply another proportionate remedy. Consequential commercial losses are excluded to the maximum extent permitted by law.

13. Cancellation, Suspension and Termination

The customer may not cancel an accepted project, production order or transport booking without SBIG’s prior written consent. If cancellation is accepted, the customer remains responsible for work completed, reserved capacity, raw materials, packaging, labels, supplier commitments, cancellation charges and other non-recoverable costs.

SBIG may suspend or terminate work immediately where payment is late, documentation is missing, instructions are unsafe or unlawful, the customer breaches an agreement, reputational or compliance concerns arise, or continued performance becomes commercially or technically unreasonable.

Where required agreements are not signed or onboarding is not completed, SBIG may close the project, suspend portal access and retain project records for the period required by its retention policy before deletion or archiving.

14. Warranties, Liability and Indemnity

SBIG will perform accepted services with reasonable professional care. Except for warranties that cannot legally be excluded, all other warranties, representations and conditions are excluded.

SBIG does not guarantee commercial success, retailer acceptance, consumer preference, uninterrupted supply, exclusivity, regulatory approval in every market, or that a formula will operate unchanged on equipment, water systems or production lines controlled by the customer or another manufacturer.

To the maximum extent permitted by law, SBIG will not be liable for indirect, incidental, punitive or consequential loss, including loss of profit, sales, goodwill, contracts, opportunity, market access, recall costs or business interruption.

SBIG’s aggregate liability arising from a project will not exceed the net amount actually paid to SBIG for the specific service or batch giving rise to the accepted claim, except where liability cannot lawfully be limited.

The customer will indemnify SBIG and its group companies against claims, fines, recalls, losses and costs arising from customer-supplied content, unlawful claims, trademark or intellectual-property infringement, regulatory non-compliance, improper storage or distribution, unauthorised modifications or breach of these Terms.

15. Force Majeure and Supply Disruption

SBIG is not liable for delay, shortage or failure caused by circumstances beyond reasonable control, including natural disasters, fire, flood, epidemic, war, sanctions, civil disturbance, labour disruption, cyber incident, utility failure, transport interruption, port congestion, customs action, government restriction, supplier failure, raw-material shortage or packaging shortage.

SBIG may extend timelines, allocate available capacity or materials, propose substitutions, suspend performance or cancel the affected part of the project without liability for consequential loss.

16. Confidentiality and Publicity

Confidential information must be protected in accordance with the applicable MNDA or confidentiality agreement. Where no separate agreement exists, each party must use reasonable measures to protect non-public technical, commercial and business information received from the other party.

The customer may not publish SBIG supplier identities, formulas, quotations, production arrangements, laboratory results or confidential project information without prior written consent.

Neither party may use the other party’s name, logo or trademark in publicity without permission, except that SBIG may identify a publicly launched cooperation or product where separately agreed.

17. Governing Law, Disputes and General Provisions

These Terms and all related non-contractual obligations are governed by the laws of Greece. The parties will first attempt to resolve any dispute through good-faith written discussions. Unless a signed agreement provides otherwise, the competent courts of Greece will have jurisdiction.

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in effect. Failure to enforce a right does not waive it.

The customer may not assign or transfer a project or agreement without SBIG’s written consent. SBIG may use group companies, affiliates, suppliers, laboratories, manufacturers and subcontractors to perform any part of the services.

These Terms, together with accepted quotations, project agreements, specifications and written approvals, constitute the commercial framework between the parties. In the event of conflict, a later document signed by authorised representatives prevails only to the extent of the specific conflict.

18. Contact

Questions regarding these General Terms of Cooperation may be sent to: