When a foreign company sells to, buys from, invests in or partners with a Greek entity, the contract is more than a commercial deal. Choice of law, dispute resolution and payment mechanics determine whether the agreement is actually enforceable when something goes wrong — and those three clauses are the ones most often copied from an old template without thought.
Governing law: silence has a default
For contractual obligations, Greek courts apply the Rome I Regulation (EC) No 593/2008, which lets the parties choose the governing law in most commercial contracts. Worth knowing that Rome I applies universally: the law chosen need not be that of a Member State, and the Regulation governs the question regardless of where the counterparty sits.
If the contract says nothing, the default conflict rules apply — and they frequently point to Greek law where performance or the characteristic obligation is centred in Greece. Foreign parties who assumed their home law would govern by default are regularly surprised at exactly the wrong moment.
Three choices are common in practice. Greek law suits contracts performed mainly in Greece, or involving local licences, real estate or employment. The foreign party’s home law appears where bargaining position allows or group templates demand it. A neutral law — English or Swiss most often — is standard in larger deals where both sides want distance from the other’s forum.
State the choice in a clear standalone clause. Vague formulas such as “principles of international commercial law” should be used only if you deliberately intend non-national rules, and rarely does anyone.
What a foreign governing law does not displace
Choosing foreign law does not switch off every Greek rule. Overriding mandatory provisions and Greek public policy continue to apply in defined areas: aspects of competition law, rights over assets situated in Greece, certain employment protections, and tax and reporting duties. Formalities for transfers of Greek real estate are a matter of Greek law whatever the contract says.
The practical consequence is that a foreign-law contract still needs a Greek-law sanity check on anything touching assets, staff or regulated activity in Greece.
Courts or arbitration
Within the EU, the Brussels I Recast Regulation (EU) No 1215/2012 supports exclusive jurisdiction clauses in commercial contracts and provides a simplified route for recognising and enforcing judgments across Member States. That regime is a real advantage and is often underweighted in favour of arbitration by reflex.
Greek courts make sense where the assets and the evidence are in Greece, where interim measures in Greece are likely to be needed, or where the dispute is tied to Greek regulatory or public-law questions. A foreign court may be preferable for familiarity — but enforcement in Greece has to be planned at drafting stage, not discovered later. EU judgments travel easily; judgments from outside the EU depend on treaties and on Greek recognition rules.
Arbitration is widely used with Greek counterparties, particularly in construction and infrastructure, share and asset deals, long-term supply and distribution, and joint ventures. Its attractions are neutrality, specialist arbitrators, confidentiality, procedural flexibility, and enforcement under the New York Convention, to which Greece is a party.
Drafting the arbitration clause
Most of the damage done by arbitration clauses comes from a few lines written quickly. Name the institution and the rules precisely. Fix the seat — the legal place, which determines the supervisory courts and the nationality of the award, and which is not the same thing as the hearing venue. Fix the language and the number of arbitrators. Decide expressly how interim relief works, whether through an emergency arbitrator or by preserving access to local courts.
A pathological clause — one that names a non-existent institution, or points to two sets of rules, or leaves the seat undefined — produces parallel proceedings and a fight over jurisdiction before anyone reaches the merits. It is the most expensive kind of drafting shortcut in cross-border work.
Payment: the risk that actually materialises
Payment failure is the most common practical cause of cross-border disputes, and it is usually the least carefully drafted part of the contract. Address currency and place of payment, the due dates and what triggers them — delivery, milestone or acceptance — invoicing requirements including Greek VAT rules where relevant, interest on late payment, and rights of set-off and retention.
Where the counterparty’s covenant is not enough on its own, the standard instruments each answer a different risk: an advance payment guarantee protects a buyer who prepays, a performance bond covers non-performance, a letter of credit interposes a bank against documents, retention holds back part of the price until acceptance or the end of a warranty period, and a parent company guarantee is the answer where the contracting entity is thinly capitalised.
For goods, align the payment triggers with the Incoterms rule chosen. A mismatch between when risk passes and when payment falls due is a classic and entirely avoidable source of dispute.
Enforcement is about assets, not paper
Before extending open-account terms, assess the Greek counterparty’s standing through GEMI extracts and whatever financial information is available, and form a view on whether assets in Greece could actually support enforcement. Where goods are supplied, consider retention of title — but note it must be structured to be effective under Greek law for goods located in Greece, and a clause that works in the seller’s home jurisdiction may not.
A judgment or an award is worth only what you can reach with it.
Language, authority and form
English is normal in international deals. If there is also a Greek version, state expressly which prevails — leaving it open converts every translation ambiguity into a potential dispute.
Verify who can bind the Greek company: check the board resolution and the registered representation, rather than relying on a title on a business card. And confirm whether the transaction requires notarial form, as certain transfers do under Greek law. A private agreement is not always sufficient, and the defect is not curable after the fact.
Clauses worth the negotiating time
- Limitation of liability — caps, exclusion of consequential loss, carve-outs for wilful misconduct and fraud
- Termination — for cause, for convenience, on change of control, on insolvency
- Force majeure and hardship — define the events and the consequences rather than relying on generic wording
- Compliance — sanctions, anti-bribery and export controls, particularly for dual-use goods
- Confidentiality and data — the GDPR applies wherever personal data is processed in or from the EU
- Assignment and subcontracting — control who actually performs
Before signing
- Governing law stated in a clear standalone clause
- Courts or arbitration chosen; if arbitration, institution, rules, seat, language and number of arbitrators all fixed
- Payment currency, timing, triggers and security instruments defined
- Incoterms aligned with the passing of risk and the payment triggers
- Authority of the Greek signatories verified against the register
- Prevailing language version agreed
- Notarial form, registrations and licences identified
- Sanctions and compliance representations included where relevant
- Enforcement route mapped in outline — assets, New York Convention, EU judgment rules
Conclusion
Cross-border contracts with Greek parties work when governing law, dispute resolution and payment risk are decided deliberately. Greek law and Greek courts are entirely workable for many deals; neutral law with international arbitration is equally common where both sides want distance from the other’s home forum. Neither is inherently right — what fails is inheriting the answer from a template drafted for a different transaction.
The cost of settling these clauses at drafting stage is a fraction of the cost of arguing about jurisdiction, applicable law or unpaid invoices after a breach. If you are negotiating a supply, distribution, investment or services agreement with a Greek counterparty, see our international agreements practice or contact us for a focused review of the law, dispute and payment clauses.