Distribution agreement in Spain: Template, Key Clauses and Local Law (2026)

What a distribution agreement is under Spanish law A distribution agreement (contrato de distribucion) is a contract where a supplier sells goods to a distributor, who resells them in its own name, on its own account and at its own risk. The distributor buys to resell and keeps the margin. This differs from a commercial agent, who does not buy the goods and is paid commission, and who is governed by the Agency Contract Act (Ley 12/1992). Spain has no specific statute for distribution agreements. The relationship is shaped by general contract and commercial law, by case law that borrows from the agency law in limited cases, and by EU competition law. ## What Spanish law requires There is no dedicated distribution statute, so freedom of contract governs. Parties are largely free to agree territory, exclusivity, targets and term. A written contract is strongly advised. Because there is no statute, the courts fill gaps using general principles and, by analogy, the agency law. The client indemnity question is the central feature. The agency law gives an agent a client indemnity (indemnizacion por clientela) under Article 28 of Ley 12/1992 when the relationship ends. Spain's Supreme Court (Tribunal Supremo) allows this to be applied to a distributor only by analogy, and only where there is an identity of reason. The leading line of cases holds that the analogy is not automatic. It applies where the distributor itself created a customer base, through its own effort, that the supplier can keep enjoying after the contract ends, and the distributor was integrated into the supplier's network. Where it was the brand, not the distributor, that attracted the customers, the indemnity is usually refused. The distributor must prove its actual contribution of customers. This makes the drafting of exclusivity, customer ownership and termination decisive. A distributor who built the market will argue for the indemnity; a supplier will want the contract to show that the brand, not the distributor, drew the customers, and to address compensation expressly. Competition law sets the outer limits. A distribution agreement is a vertical agreement under Article 101 TFEU and Spanish competition law, enforced by the Comision Nacional de los Mercados y la Competencia (CNMC). The EU Vertical Block Exemption Regulation (Regulation 2022/720, in force since 1 June 2022) gives a safe harbour where both the supplier's and the buyer's market share is at or below 30 percent and there is no hardcore restriction. ## The clauses that differ under Spanish law - Client indemnity: address it directly. A supplier should set out that the brand attracts customers and, where possible, agree how any end-of-contract payment is handled, knowing a court may still apply the Article 28 analogy if the facts fit.

• Customer base ownership: record who owns customer data and whether it transfers, because this drives the indemnity analysis and data protection duties under the GDPR.
• Resale price: the supplier may set a maximum or recommended price, but fixing a minimum (resale price maintenance) is a hardcore restriction and void.
• Exclusivity: lawful within the block exemption; since 2022 a supplier may reserve a territory for up to five exclusive distributors.
• Notice on termination: Spanish courts expect reasonable notice for an open-ended relationship, so set an express, adequate notice period. ## A usable template (adapt with advice) Replace every [bracketed] field. This is a skeleton, not legal advice. ``` DISTRIBUTION AGREEMENT (CONTRATO DE DISTRIBUCION) 1. Parties: Supplier [name, address, NIF]; Distributor [name, address, NIF].

2. Products: listed in Annex 1.
3. Territory: [region].
4. Appointment: Supplier appoints Distributor as [exclusive / non-exclusive] distributor of the Products in the Territory.
5. Resale: Distributor buys and resells in its own name and for its own account.
6. Prices: Supplier's prices to Distributor are in Annex 2. Distributor sets its own resale prices [Supplier may recommend a maximum].
7. Minimum purchases: at least [quantity / value] per [year].
8. Customers: [state who owns customer data and whether it transfers at termination, noting GDPR duties].
9. Trademarks: Distributor may use Supplier's marks only to market the Products; goodwill in the marks belongs to Supplier.
10. Term: from [date], [fixed term / indefinite].
11. Termination: ordinary termination on [notice period]; immediate termination for material breach.
12. Compensation on termination: [address any client indemnity, noting the Article 28 analogy may apply on the facts].
13. Governing law and forum: Spanish law; [the competent Spanish court / arbitration]. Signed by both parties at [place] on [date].

- **Clause 6 (prices)**: recommend or cap, never fix a minimum. A minimum resale price clause is void and invites a CNMC case.
- **Clause 4 (exclusivity)**: lawful within the block exemption, but check the 30 percent market-share threshold. Deep integration of an exclusive distributor also strengthens its indemnity claim.
- **Clause 11 (termination)**: set an adequate notice period, since Spanish courts expect reasonable notice to end an open-ended relationship. ## Red flags - Ignoring the client-indemnity analogy, then facing a large claim when a market-building distributor is terminated.
- A minimum resale price clause, which is void and risky.
- Silence on customer-base ownership, which both clouds the indemnity analysis and raises GDPR issues.
- Exclusivity without a market-share check against the block exemption.
- A blunt, short notice clause on a long relationship.
- No written contract, leaving territory, targets and compensation to argument.
- Assuming the client indemnity is barred just because the contract calls the relationship distribution; Spanish courts look at the real facts, not the label. Two further points help a supplier judge the indemnity risk early. First, the stronger the distributor's exclusivity and the deeper its integration into the supplier's network, the closer it looks to an agent, and the more likely a court is to apply the Article 28 analogy. Second, where the analogy does apply, Spanish courts have measured the indemnity by reference to the distributor's net margin on the customers it brought in, rather than gross turnover, which is more favourable to the supplier than the agent-style commission measure. Keeping clear records of which customers the distributor actually won, and whether the brand or the distributor drove each sale, is the single best way to control this risk over the life of the deal. ## One workspace for the deal and the indemnity it may create A Spanish distribution agreement carries a quiet liability: if the distributor built the market, a client indemnity may follow when the relationship ends, on top of renewal dates, purchase reviews and competition limits. The contract is signed and filed, the distributor grows the customer base year after year, and the indemnity exposure only becomes visible at termination, when it is hardest to manage. The facts that decide it, who drew the customers and how integrated the distributor was, are built up over the whole life of the deal. An AI contract workspace is built to keep that in view: draft the agreement, read the compensation and customer clauses back in plain language, surface the review and notice dates as live alerts, and keep each version tied to the counterparty and the responsible team. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for Spain and EU competition analysis is on its roadmap rather than live today, so a Spanish distribution deal still needs Spanish counsel. The point to carry away is simple: the contract and the duties it creates should live in one place, not in a folder and a memory. This guide is general information, not legal advice. Confirm the current position with a Spanish lawyer before you sign.