Logistics Services Agreement in Spain: Template and Key Clauses (2026)

A logistics services agreement in Spain, a contrato de servicios logisticos, is the contract between a company and a provider that moves, stores, handles and distributes its goods. It can cover road transport, warehousing, order fulfilment, customs and returns. The commercial points are scope, service levels and price. The legal points that matter in Spain are the transport rules, liability limits and insurance. This is general information, not legal advice; confirm a live deal with a Spanish lawyer. ## What law governs a logistics services agreement in Spain? Logistics is a mix of contract types. The general framework is the Codigo Civil and the Codigo de Comercio. Domestic road transport of goods is governed by the Ley del Contrato de Transporte Terrestre de Mercancias and the sector rules in the Ley de Ordenacion de los Transportes Terrestres (LOTT). International road carriage usually falls under the CMR Convention. Warehousing is treated as a deposit (deposito) with its own rules. Spanish value added tax, the IVA, applies to the fees, and if the provider handles personal data, the RGPD and the Spanish LOPDGDD apply, supervised by the AEPD. Confirm the exact statutory references and current versions locally. ## Scope of services Logistics contracts fail when nobody wrote down exactly what is included. Set out the services precisely. - Transport, modes, routes, lanes, and whether the provider sub-contracts carriers.

• Warehousing, locations, space, storage conditions (ambient, chilled, hazardous), and stock-keeping.
• Fulfilment, picking, packing, labelling, kitting and returns processing.
• Value-added services, customs clearance, quality checks, reverse logistics.
• Volumes and forecasts, expected volumes, how forecasts are shared and whether minimums apply. ## Service levels and KPIs Attach a service level schedule with measurable targets: delivery lead times, on-time-in-full (OTIF) rate, order accuracy, inventory accuracy, damage rate and returns turnaround. State how each is measured and reported, the review cadence, and the consequence of a miss, usually a service credit or a right to escalate and ultimately terminate for persistent failure. ## Liability, loss and damage This is the clause that decides who pays when goods are lost or damaged. For road carriage, Spanish and international rules set default liability limits, often expressed per kilogram of gross weight of the goods lost or damaged (the CMR limit for international carriage is a well-known example). The contract should state whether the statutory limits apply or whether the parties agree a higher declared value and premium. Address the claims procedure, time limits for notifying loss or damage, and the allocation of risk during loading, transit and storage. ## Insurance Require the provider to hold carrier and warehouse-keeper liability insurance and, where relevant, goods-in-transit cover, with named limits. Decide who insures the goods themselves (cargo insurance) rather than just the provider's liability, because liability cover often falls short of the goods' full value. Require certificates and notice of any lapse. ## Fees, IVA and surcharges Set out the rate card, the units (per pallet, per order, per kilometre, per square metre of storage), minimum charges, and fuel or energy surcharges. Say whether prices are stated without IVA (mas IVA) and the rate. Address indexation, how surcharges are calculated and reviewed, invoicing cadence and late-payment interest under Spanish commercial rules. ## Data protection and IT Fulfilment and transport data often include personal data of customers (names, addresses, contact details). If the provider processes that data on the company's behalf it is a processor (encargado del tratamiento), and the RGPD requires a written data processing agreement. Address system integration (EDI, API, warehouse management systems), data ownership, and access to live tracking and inventory data. ## Other key clauses - Term and volumes, fixed or rolling, with any committed minimum volumes.
• Business continuity, backup sites, disaster recovery and peak-season capacity.
• Health, safety and dangerous goods, compliance with ADR rules where hazardous goods are carried.
• Sub-contracting, whether the provider can use sub-carriers and its responsibility for them.
• Termination and exit, notice, handover of stock, data and documentation, and a transition plan so another provider can take over without stranding inventory.
• Governing law and jurisdiction, Spanish law and a named court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Definitions (services, goods, KPIs, OTIF)
3. Scope of transport, warehousing and fulfilment
4. Service levels and KPIs
5. Volumes, forecasts and minimums
6. Liability for loss and damage
7. Insurance requirements
8. Fees, surcharges and IVA
9. Data protection (RGPD processor terms) and IT integration
10. Sub-contracting and sub-carriers
11. Health, safety and dangerous goods
12. Term, termination and transition
13. Business continuity
14. Governing law and jurisdiction (Spain)
15. Signatures ## Keeping logistics contracts under control If you use several providers across lanes and warehouses, the hard part is not one contract. It is tracking which KPI schedule applies where, when each agreement renews, which liability limit and insurance level is in force, and whether each deal carries proper RGPD processor terms. That work, drafting from a tuned template, flagging risky clauses, tracking renewals and keeping versions straight, is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Spanish law. More at Adira. The law above stands on its own. ## Bottom line A Spanish logistics services agreement sits across the Codigo Civil, the Codigo de Comercio and the transport rules, including the LOTT and the road-transport contract law, with the CMR for international carriage. Spend your drafting time on scope, measurable KPIs, liability limits, insurance and a clean exit, state the IVA position, and get Spanish advice before signing a real deal.