Article 25 of the Greek Civil Code (GCC) on matters of applicable law of a commercial contract is premised on the principle of party autonomy. The parties are free to agree on the governing law of their contract, although a nexus should exist between the parties and the contract or the transaction and the agreement on governing law should be a valid agreement, namely not contrary to good morals or invalid due to deception, threat or misconception.

As a member of the EU, where Regulation 593/2008 (Rome I) applies, the Regulation will rule. Older choice of law agreements may be governed by the provisions of the Rome Convention of 1980.

The principle of informality prevails unless otherwise provided in the law.

The Article 158 of the GCC adopts the principle of informality of juridical acts. Thus, in contracts, the contracting parties have the freedom to choose the form in which they express their declarations of will. Only by way of exception does the law, in certain specific cases, require compliance with a particular form.

The primary source of law governing commercial contracts in Greece is the GCC, which contains general provisions on contracts, obligations, and sales (Articles 361, 513 et seq). The principle of freedom of contract applies (Article 361 GCC and Article 5 of the Greek Constitution), subject to mandatory provisions (eg, competition, tax and criminal law).

Other statutes regulate specific types of commercial contracts (eg, Presidential Decree 219/1991 on commercial agency, Law 2251/1994 on consumer protection, Presidential Decree 34/1995 and L 4242/2014 on commercial leases).

For cross-border transactions, Rome I Regulation (EC 593/2008) governs the choice of law, while the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies to international sales where both parties are in contracting states, unless expressly excluded.

Greece is a signatory of the UN Convention of Vienna on contracts of international sale of goods.

The Vienna Convention was ratified by Law 2532/1997.       

A key difference between Greek sales law and the CISG lies in the seller’s liability regime. Under the CISG, the seller’s liability for breach of contract is essentially strict (objective) liability, arising irrespective of fault, subject only to exemption in cases of force majeure under Article 79 CISG. By contrast, while Greek law also provides for objective liability in cases of material defects or lack of agreed qualities, in other cases of improper performance (eg, impossibility of performance, delay, legal defects) the liability is “quasi-objective”, as the seller may be discharged if the breach is not attributable to fault. Furthermore, Greek law provides the buyer with evidentiary advantages not available under the CISG: pursuant to Article 537 § 2 GCC, there is a rebuttable presumption that a defect discovered within six months of delivery already existed at the time of delivery, effectively reversing the burden of proof in favour of the buyer. No such presumption is provided under the CISG, where the buyer must prove that the lack of conformity existed at the time risk passed.

Another key difference concerns the buyer’s remedies in case of breach. Both Greek law and the CISG grant the buyer rights to repair, replacement, price reduction, contract termination, and damages, but significant divergences exist. Unlike Greek law, the CISG does not regulate limitation periods, instead requiring the buyer to examine the goods promptly (Article 38) and notify the seller of any lack of conformity within a reasonable time (Articles 39, 43), serving the seller’s interest in speedy finality. The CISG makes replacement available only in cases of fundamental breach (Article 25), whereas Greek law focuses on whether replacement is feasible and not disproportionately costly. The CISG is also stricter regarding termination, requiring a fundamental breach in all cases, whereas under Greek law, termination may still be available for non-minor defects. Moreover, Article 82 CISG limits the buyer’s right to terminate if the goods cannot be returned in substantially the same condition, though this rule is more favourable than GCC 548-549 where accidental loss would bar termination. Finally, Article 74 CISG narrows recoverable damages to those foreseeable at the time of contracting, offering greater protection to the seller compared to the broader Greek “adequate causation” test.

Greek law provides for mandatory rules for specific types of contracts, although the main contractual principle which applies is the freedom of contracts (Article 361 GCC).

Mandatory rules apply in contracts where one counterparty is considered weaker and therefore worthier of legal protection (consumer contracts, employment contracts) or where high levels of regulatory supervision exists (investment and banking, insurance, competition law).

Not many types of B2B commercial contracts are heavily regulated mandatorily (eg, franchise or distribution agreement contracts). However, commercial agency contracts, governed by Presidential Decree 219/1991 which implements EU Directive 86/653/EEC on the co-ordination of laws relating to self-employed commercial agents, are regulated by mandatory rules that cannot be waived by contract to the agent’s detriment, even if the parties agree otherwise.

PD 219/1991 provides for mandatory rules including the written form of the commercial agency agreement (Article 3), the rights and obligations of the agent and the principal (Articles 4 -5), the agent’s commission (Articles 6-12), the rules of termination of the agreement (Articles 13-15) and the commercial agent’s goodwill indemnity and compensation following termination (Article 9).

Recently, Greece has seen two interlinked developments of particular importance. First, the legislative reform under Law 5016/2023 (integrating the UNCITRAL Model Law on International Commercial Arbitration (1985) of the United Nations Commission on International Trade Law with its amendments, as adopted in 2006), modernised international commercial arbitration and broadened arbitrability, establishing international arbitration into the Greek legal framework as a product of the parties’ autonomy. Further, the Supreme Court (Areios Pagos) has issued several important decisions affecting contractual interpretation, arbitration review and enforcement, and real-estate linked contracts: notable decisions include Areios Pagos 1095/2023 (enforcement of ancillary obligations in commercial leases and substantial damages for non-performance), Areios Pagos 533/2024 and related rulings clarifying arbitration-clause scope and procedural prerequisites, and Areios Pagos 953/2024 (restrictive approach to setting aside arbitral awards on public policy grounds).

The basic rule of Article 3(1) Rome I, regarding the freedom of choice, establishes that such a choice of law may be either explicit or clearly inferred from the provisions of the contract or the circumstances of the case. Similarly, it may apply to the entire contract or only part of it. The chosen law may also be that of a third country outside the EU (principle of universality, see Article 2 and Recital 13 Rome I). Of course, this choice does not extend to excluding the mandatory provisions (jus cogens) of the law of the country where all the circumstances of the dispute are located (Article 3(3), (4)), a rule which also applies at the EU level.

The reference to the “law” chosen by the parties refers both to the law of a member state and to that of a non-member state. In the absence of a choice of applicable law, Article 4 of the Regulation provides default rules regarding the applicable law. According to these rules, for example, a contract for the sale of goods is governed by the law of the country of the seller’s habitual residence, a contract for the provision of services by the law of the service provider’s habitual residence and, in the case of contracts concerning proprietary rights or leases, by the law applicable to the situs of the property.

Under Greek private international law, certain mandatory provisions will apply irrespective of the law chosen by the parties. The courts distinguish between domestic mandatory rules (Article 3 GCC) and international public order rules (Article 33 GCC). The latter will not apply where Greek law governs a contract.

Greek laws on the protection of free competition are considered mandatory rules under Article 3 GCC since their purpose is to protect free competition within Greece and therefore they apply irrespective of the chosen foreign law. In cases where agreements prevent, distort or restrict competition in Greece, the consequence of nullity imposed by Greek competition law will be applied regardless of the law otherwise governing the agreement.

Taking into account the freedom to choose the applicable law, it is possible to choose and apply foreign law where one of the contract parties is from Greece. Even if both parties are from Greece, it is possible to choose and apply foreign law.

If one or both parties to the contract is from Greece, the parties can agree to arbitration. The Greek Civil Procedure Code (Article 863-903) allows for domestic and non-commercial arbitration. Law 5016/2023 applies to international commercial arbitration seated in Greece.

A valid arbitration agreement in a commercial contract removes jurisdiction from the Greek courts. Recently, the Court of Appeal (Athens), has held that where the arbitration agreement has been freely negotiated and agreed  according to its governing law, such as where all the formalities have been abided by and there is no evidence of any circumstance, such as violation of good morals, fraud or deception or other circumstances which would negate freedom to contract, the arbitration agreement precludes Greek courts from assuming jurisdiction.

The attitude of Greek courts to date, is that where there is a valid arbitration agreement and a valid choice of law agreement, whereby the parties have selected a foreign law, the courts will respect the arbitration agreement and will not assume jurisdiction in order to provide protection to a Greek distributor on the basis of domestic mandatory rights, even where the selected foreign law does not recognise the same rights of the distributor.

Two exceptions apply to the principle of informality of juridical acts. The first concerns cases where compliance with a form is required by law, and the second concerns cases where compliance with a form is required by agreement of the parties. The term “form of a juridical act” refers only to the facts that constitute the manner in which the will of the parties is expressed. The justification for the exceptional imposition of a form for certain juridical acts lies primarily in the protection of the parties. When the law requires a written form, a private document is generally sufficient, unless the law explicitly stipulates the need for notarisation.

Greek law expressly recognises the concept of culpa in contrahendo under Articles 197 and 198 GCC. According to these provisions, negotiations between parties interested in concluding a contract create a relationship of trust, which imposes a duty of conduct in accordance with the principle of good faith. This includes transactional fairness as expected from a prudent and honest person and in line with commercial practice – ie, the usual manner of conduct in business dealings.

Such conduct requires compliance with several duties: the duty to negotiate with seriousness and expediency, the duty of disclosure, the duty of truthfulness, the duty of protection, and the duty of confidentiality. Pre-contractual liability arises if a party acts culpably – ie, with intent or negligence. To establish such liability, there must be (i) damage and (ii) a causal link between the damage and the culpable and unlawful conduct that occurred during the negotiation stage (not before or after).

Liability may arise regardless of whether the intended contract was ultimately concluded. Since no contractual obligation has yet been created, liability for damages under culpa in contrahendo is considered primary and extra-contractual. Compensation covers the so-called “negative contractual interest,” meaning the loss suffered by the negotiating party because they relied on the conclusion of the contract and which they would have avoided had they adopted a negative stance from the outset. This typically includes pecuniary losses such as negotiation costs or advance payments resulting from the pre-contractual fault, but does not extend to loss of profit for non-performance of the contract, as such loss presupposes a concluded contract.

Greek law recognises the freedom of contract (Article 361 GCC, Article 5 of the Greek Constitutional Law). Standard terms may be incorporated into a commercial contract if they are clearly communicated to the counterparty before or at the time of contract conclusion and the counterparty has had the chance to review and accept them, either expressly (eg, by signature) or tacitly (eg, by performing without objection).

Standard terms are subject to the general principles of civil law. Under Articles 178 and 179 GCC, clauses that violate public morals, unduly restrict the counterparty’s liberty, or exploit its need or inexperience to secure disproportionate benefits are null and void. Additionally, Article 281 GCC prohibits any enforcement of rights that manifestly exceeds the limits set by good faith, morality, or their socio-economic purpose.

Greek courts will apply standard terms only if they have been duly incorporated and do not contravene mandatory law, public order or the principle of good faith.

Under Greek law, standard contract terms may be invalidated if they create an unreasonable disadvantage for one of the parties.

Pursuant to Article 281 of the GCC, the exercise of a right is prohibited if it manifestly exceeds the limits imposed by good faith, morality, or the social or economic purpose of that right. Accordingly, a contractual term that is excessively burdensome or abusive may be deemed unenforceable.

Furthermore, Articles 178 and 179 provide that contracts or individual clauses which are contrary to good morals are null and void. In particular, Article 179 specifies that a contract is void if one party exploits the urgent need, recklessness, or inexperience of the other party in order to secure for itself benefits that are manifestly disproportionate to its own performance.

Taken together, these provisions enable the courts to strike down standard terms that are abusive, unconscionable or grossly one-sided, thereby ensuring the protection of the weaker contracting party and maintaining contractual fairness.

Disputes arising from a “battle of the forms” scenario are resolved by the courts in accordance with the general principles set out in Articles 173 and 200 GCC. These provisions establish that the interpretation of contracts should reflect both the parties’ genuine intent and an objective reading of the contractual terms in light of the surrounding circumstances.

Specifically, Article 173 provides that any declaration of will – including offers and acceptances – must be interpreted based on the parties’ true intention, without being strictly bound by the literal wording used. Complementarily, Article 200 stipulates that contractual clauses are to be construed in line with the principles of good faith and prevailing commercial practice. Together, these articles form the cornerstone for resolving disputes about which contractual terms ultimately govern the parties’ relationship.

For most commercial contracts, no special form is mandated under Greek law, and they may be validly concluded by means of a simple written agreement. However, there are certain commercial contracts which must be executed via a notarial deed in order to be valid. This formal requirement applies to agreements concerning real estate, such as long-term commercial leases exceeding nine years, and timesharing agreements. Such contracts must be executed before a notary and duly registered with the Land Registry or Cadastre in order to be effective against third parties.

With respect to electronic signatures, Greece applies Regulation (EU) No 910/2014 (eIDAS Regulation) on electronic identification and trust services. Contracts may generally be executed using an electronic signature, including advanced or qualified electronic signatures (eg, via DocuSign or other trusted service providers). A qualified electronic signature (QES) carries the same legal effect as a handwritten signature. However, agreements that are legally required to be executed as notarial deeds cannot be substituted by an electronic signature.

Under Greek law, registration is required for certain types of commercial contracts either as a condition for validity or to make them enforceable against third parties. The principal registration requirements include:

• long-term commercial leases – commercial leases exceeding nine years must be executed via a notarial deed and registered with the Land Registry or Cadastre;
• timesharing agreements – must be executed via a notarial deed and registered with the Land Registry or Cadastre; and
• real estate commercial leasing agreements – must be executed via a notarial deed and registered both with the Land Registry or Cadastre and with a special public register for leasing agreements maintained by the Athens Court of First Instance.

Under Greek law, commercial parties are generally free to agree on any terms they wish within a commercial contract (Article 361 GCC and Article 5 of the Greek Constitution), provided that these terms do not violate mandatory legal provisions (eg, criminal law, tax law, competition law).

For a commercial contract (juridical act) to be valid and enforceable, the following substantive requirements must be satisfied:

• legal capacity of the parties to enter into a contract;
• free and genuine consent, free from defects such as mistake, fraud or duress;
• clear declarations of will by each party, which must be consistent with their true intention;
• agreement of wills between the parties (mutual consent);
• lawful and definite subject matter, not contrary to mandatory law, public policy, or good morals; and
• observance of any required legal form, where such formality is prescribed (eg, written contract or notarial deed).

Any omission or defect in the above requirements results in the contract being invalid (void or voidable, depending on the defect).

Finally, contractual terms are also subject to the general principles of civil law, including good faith and the prohibition of juridical acts that unduly restrict the liberty of one party or exploit its need, weakness or inexperience to gain benefits that are manifestly disproportionate to the other party’s performance.

Greek consumer protection law is mostly based on the Greek Consumer Protection Law 2251/1994, supplemented by the Greek Civil Code, whereas for B2B contracts the main piece of legislation is the GCC, as well as special laws for special forms of commercial contracts (eg, PD 219/1991 for commercial agents).

The differences in the general laws governing B2B and B2C contracts can be summarised as follows.

Level of Deviation From Statutory Provisions

The starting point in B2B contracts is the principle of freedom of contract (Article 361 GCC). However, freedom of contract is not the main principle applying in B2C contracts, since the contract is agreed between a professional and a consumer – ie, a natural person acting outside the scope of their professional activity in the given transaction – and the consumer is deemed worthy of protection. This is due to informational asymmetry and imbalance in bargaining power between the parties. From this perspective, the rules governing B2B contracts are dispositive (suppletive) law, meaning the parties are free to deviate from the legislature’s provisions since they are considered equals. On the other hand, in B2C contracts, most of the provisions are mandatory law (ius cogens), which means that there is no possibility of deviation by agreement between the professional and the consumer, precisely for the purpose of protecting the weaker party, namely the consumer.

Jurisdiction and Applicable Law

While in B2B contracts the parties are free to choose the law applicable to their contract, when the contract is concluded between a professional and a consumer, it is necessarily governed by the law of the country where the consumer has their habitual residence, provided that the professional (i) pursues their commercial or professional activities in that country or (ii) by any means directs such activities to that country or to several countries including that country, and the contract falls within the scope of such activities (Article 6 of Regulation (EC) 593/2008 (Rome I)). Likewise, any action brought by the business against the consumer may only be brought before the courts of the member state in which the consumer is domiciled, thereby establishing exclusive international jurisdiction (Article 18 of Regulation (EU) 1215/2012 (Brussels I)).

Mostly Harmonised EU Law

In B2C contracts, there exists a set of protective and favourable provisions for the consumer – as the weaker party – both at the EU level, mainly through Directives (the Union’s primary instrument in this field), and at the national level, through domestic laws transposing those Directives into the internal legal orders of the member states.

An overview of these provisions is given in the answer to 4.2 Consumer Protection Rights.

Greek Consumer Protection Law 2251/1994, which constitutes a compilation of incorporated EU Directives, is a complete system of the consumer’s legal protection in consumer contracts with suppliers. The following points are made in respect of some consumer protection law categories and main provisions, although not exhaustive.

• General terms and conditions (GTC) – these are unilaterally pre-formulated terms intended to become part of future contracts, not individually negotiated with the consumer.
1. Such terms do not bind the consumer if, at the time the contract was concluded, the consumer was unaware of them through no fault of their own, particularly when the supplier failed to point out their existence or deprived the consumer of the opportunity to become genuinely aware of their content (Article 2 paragraph 1 of Law 2251/1994).
2. If such a term falls within the list of specific categories of unfair clauses (Article 2 paragraph 7 of Law 2251/1994), for example, if it reserves for the supplier the right to unilaterally amend or terminate the contract without a specific, significant reason stated in the contract, it is automatically null.
3. If the clause in question is not per se unfair, it is examined whether it causes a significant imbalance in the rights and obligations of the contracting parties to the detriment of the consumer. If this is confirmed, the legal consequence is nullity.
• Distance and off-premises contracts (Article 3 of Law 2251/1994) are subject to stricter pre-contractual information requirements and special consumer rights (Articles 3c, 3d of Law 2251/1994). Additional special information obligations apply to contracts concluded through online marketplaces (Article 3ba of Law 2251/1994).
1. If these formal information obligations are not fulfilled, the contract is relatively null in favour of the consumer (Article 3b paragraph 9 of Law 2251/1994). Particularly important is the consumer’s right to withdraw from the contract without justification within 14 calendar days (Article 3e Law 2251/1994). If the supplier fails to inform the consumer of this right, the withdrawal period is extended by 12 months (ie, 12 months and 14 days). If the supplier provides the information within that 12-month period, the withdrawal period expires 14 days thereafter.
• Contracts for the sale of consumer goods are governed by the general provisions regarding the rights and claims of the buyer-consumer, such as the right to repair or replacement of the purchased good, reduction of the price, withdrawal, or compensation for non-performance of the contract due to subjective or objective lack of conformity with the contract (Articles 534 seq. GCC). These provisions have a semi-mandatory character, precisely to protect the consumer (Article 5 paragraph 1 of Law 2251/1994).
1. Therefore, any agreement derogating from the above Civil Code provisions to the consumer’s detriment is null, provided it was concluded before the lack of conformity became known to the consumer. Valid, however, is any agreement introducing derogation in favour of the consumer (Article 5 paragraph 1 and 2 of Law 2251/1994).
2. Finally, in such sales contracts with consumers, there is the possibility of granting a commercial guarantee, consisting of any undertaking by the seller or producer towards the consumer, in addition to the statutory warranty (Article 5a of Law 2251/1994).
• Collective consumer rights protection is further ensured through the possibility of bringing collective representative actions. More specifically, a representative action may be brought by a qualified entity – usually a consumer association – acting as claimant on behalf of consumers, mainly with the aim of securing measures to cease or prohibit unlawful practices by suppliers (Article 10 of Law 2251/1994).

Under Greek law, establishment of contractual liability requires (i) a valid contract, (ii) breach of contract, (iii) fault of the party that breaches the contract (wilful misconduct, gross or mere negligence), except for cases where strict liability applies (see 5.3 Strict Liability), (iv) damage incurred to a party due to the breach, and (v) causal link between the damage incurred and the breach.

The injured party is required to prove that all the above requirements are met, apart from requirement (iii), as the fault of the party that breaches the contract is presumed, whereas it lies with the party that breaches the contract to prove that it bears no fault.

The defaulting party is liable to restore the damages suffered by the injured party due to the breach of contract, which damages may include (i) actual losses and (ii) loss of profit. Moral damages are not restored in cases of contractual liability, but rather in specific cases of tort liability.

Greek law does not provide for punitive damages, as it follows the system of compensatory damages, aimed at restoring the injured party to the position they were in before the harm occurred.

Punitive (or exemplary) damages which intend to punish the defaulting party and/or deter future misconduct, are not awarded under Greek law.

Greek courts may consider the intensity of misconduct or bad faith of the defaulting party when calculating damages, however such a consideration is not made within the notion of punitive damages, but it rather serves as an indication or criteria for awarding damages, but still within the framework of the compensatory damages system.

Although Greek tort law is based on the rule of fault, meaning that establishment of liability requires, among other things, fault of the defaulting party, there are specific legislative provisions which establish strict liability, mostly in cases of public risk, hazardous products or dangerous conduct (examples: liability of the producer of defective products for damage caused to consumers, liability of owners of dangerous things, liability of operators causing harm to the environment, liability of owners and drivers of vehicles in car accidents, etc).

Under Greek contract law, the seller in sales contracts is strictly liable towards the buyers in cases of “non – conformity” of the good sold, including goods with digital elements. The “conformity” standard lies with the compliance of the goods with subjective and objective requirements, which may include conformity with description, quality, functionality, purposes, any agreed characteristics and updates of digital elements.

Under Greek law, there are permissible contractual limitations of liability, if liability is established based on mere (simple) negligence. Contractual limitations of liability in cases of wilful misconduct or gross negligence are explicitly not permitted.

In B2B contracts, if the term that foresees the a priori liability limitation for simple negligence is a term that has not been individually negotiated between the parties, it will be challenged as null and void. The same applies in a priori limitation clauses which exempt the debtor from liability for damage to goods arising from the personality right, in particular life, health, freedom or honour.

In consumer contracts, general terms that provide for limitation of liability to the detriment of the consumer will be challenged as null and void; for example, clauses limiting or excluding liability for a supplier’s non-performance in advance are explicitly prohibited under Greek consumer law.

Finally, limitations of liability that contravene mandatory law (such as labour law or consumer law provisions) will be unenforceable.

Greek law provides relief from performance in circumstances outside a party’s control, even if there are no express relief provisions in the commercial contract and provided that no contractual clauses of exclusion of relief are agreed.

Force majeure is not defined in any statute. Rather, it has been defined by the courts as an unforeseeable event that is not due to the fault of the party and could not have been prevented even with care and prudence and which made it impossible to fulfil the obligations arising from the contract. The event does not have to be “external”. It may well have been within the broader area of activity of the debtor. The parties are free to adopt broader (“subjective”) or narrower (“objective”) contractual definitions and name circumstances which either in themselves or if they fulfil the general definition given by the parties would amount to events of force majeure. The parties are also free to determine consequences, duration, etc. The general principles of contract interpretation would be applied where the ambit of the definition is unclear.

A party which cannot fulfil its obligations due to a force majeure event shall not be held liable and shall be relieved from the obligation to fulfil. The same applies to its counterparty, which shall not be obliged to fulfil its own obligation in case that its counterparty is considered unable to fulfil due to force majeure or any event which cannot be attributed to the party’s fault.

The affected party, to be discharged from the obligation to fulfil, must prove that its inability to fulfil is not due to its fault. Furthermore, the affected party shall notify its counterparty immediately when the force majeure event takes place.

In general, based on the principle of good faith which applies to all contractual relationships under Greek law, the affected party must take all possible measures to mitigate the impact that the force majeure may have on the other party.

In commercial contracts concluded in Greece and/or according to Greek law, it is quite a standard practice to include force majeure clauses, so that such events are clearly defined, as well as the obligations of the affected party being better and more precisely stipulated.

In case a force majeure clause is not inserted in a commercial contract, the defence may be raised based on the general legal provisions absolving the debtor of an obligation from liability, namely that inability to perform is due to events for which the debtor is not responsible. Any event which does not amount to negligence or intentional conduct is “luck”, which includes force majeure. Indeed, the courts would, in such a case where the parties have not included a force majeure clause, adopt the broader “subjective” definition of what constitutes an event of force majeure.

Article 388 GCC grants the judge the authority to terminate or revise a contract – even if there is no explicit clause to that effect – where there has been an unforeseen change of circumstances, provided certain conditions are met:

• there is a bilateral contract, creating rights and obligations for both parties (as is typically the case in commercial contracts);
• an unforeseen change of circumstances took place, which concerns factual or legal circumstances that formed the common foundation of the contract. For example, monetary stability and the financial soundness of the counterparty’s business may be considered, but not the purely personal motives with which the parties entered into the contract;
• the change of circumstances must have occurred after the conclusion of the contract;
• the causes of the change must be extraordinary, such as natural disasters or war, and objectively unforeseeable. They may, also, be of a general or an individual nature;
• the change in circumstances must render the obliged party’s performance excessively onerous. This occurs when the initial balance between the reciprocal obligations has been disturbed to such an extent that performance, considering the counter-performance, appears particularly burdensome for the obliged party; and
• the contract must not have been fully and unconditionally performed by both parties.

When all of the above conditions are met, the debtor has the right to request the court either to adjust the contract performance to a fair level, or to terminate the contract in whole or in part (with respect to what has already been performed).

However, if even one of the above-mentioned conditions is missing, and substantial hardship can be proved, the contract may still be dissolved under the general provision of Article 288 GCC, which establishes the principle of good faith (bona fides), taking into account commercial practices.

In Greece, especially in complicated and/or high-value commercial contracts, it has become increasingly common – however not completely standard practice yet, like the inclusion of force majeure clauses is – to include a hardship clause, which regulates in detail the obligation to renegotiate or adapt/readjust the contract if major and unexpected events occur.

However, even if the contract does not include a hardship clause, statutory Greek law provides for relief mechanisms under Articles 388 and 288 GCC (see 6.3 Concept of Hardship).

In the Greek Civil Code, certain rights of the creditor are provided in cases of non-fulfilment, late fulfilment, or defective performance of the contract by the obliged party. Specifically, as follows.

• In the case of impossibility of performance (non-fulfilment), in bilateral contracts, a distinction must be made as to whether this impossibility is culpable or non-culpable:
1. if the performance of one of the contracting parties is impossible due to an event for which that party is not responsible, the other party is also released from the counter-performance and may recover what they may have paid (Article 380 GCC);
2. if the performance of one of the contracting parties has become impossible due to the fault of the other, the latter is not released from the obligation of counter-performance (Article 381 GCC); and
3. if the performance of one of the contracting parties is impossible due to an event for which they are responsible, the other party may request: either (i) mutual release, or (ii) whatever was accrued to that party (Article 338 GCC), or (iii) withdrawal (rescission) with an obligation of restitution of performances made by both sides and reasonable compensation (Articles 387 and 389 GCC, in conjunction with Articles 904 et seq. GCC), or (iv) compensation for non-performance of the contract (Article 382 GCC).
• In the case of late fulfilment by one of the contracting parties as regards the obligation they owe, the other is entitled to set them a reasonable deadline for performance, declaring that after its expiration they will reject the performance.
1. If the deadline passes without result, the latter has the right either to demand compensation for non-performance, or to withdraw from the contract, but not to demand performance (Article 383 GCC).
2. If the obligation is of monetary nature, the creditor, in case of default, is entitled to demand default interest as provided by law or by legal transaction, without being obliged to prove any damage (Article 345 GCC).
• In case of defective performance of the contract, which means that the obliged party fulfils its contractual obligations but not duly, the creditor has the rights that are laid down above under the first or second main bullet points, by analogy, (as the GCC does not explicitly regulate the case of defective performance), depending on which of these two categories each case of defective performance best corresponds to.

The above general contract provisions apply to all contracts, except if special rules are provided for specific categories of contracts (eg, sales contracts, contracts of works, etc).

For example, in B2B sales contracts, specific statutory warranties of the seller are provided in Articles 534 seq. of GCC, whereas in B2C sales contracts, apart from the statutory warranties provided in GCC, additional provisions apply in respect of the voluntary commercial guarantees provided by the seller or the producer of the contract towards the consumer buyer.

Based on the principle of the freedom of contracts (GCC Article 361), parties to commercial (B2B) contracts may deviate from warranty and remedy legal provisions, by limiting their liability or excluding certain types of remedies (eg, the termination right) or foreseeing specific periods within which a claim must be notified to the other party, etc.

However, as mentioned under 4. B2B and B2C Contracts, parties may not deviate from mandatory rules such as limitation of liability due to wilful misconduct or gross negligence, limitation of liability even due to mere negligence for damage to goods arising from the personality right, limitation of limitation periods which are set by public policy rules, etc.