Reseller Agreement in Spain: Template, Key Clauses and Local Law (2026)

A reseller agreement in Spain is the contract under which one business (the reseller or distributor) buys a supplier's products or services and resells them to its own customers, in its own name and for its own account. The reseller takes title and risk and keeps the margin. This is different from an agent, who sells in the supplier's name and earns commission. This guide explains what a Spanish reseller agreement should contain, the laws and competition rules that apply, and a risk unique to Spain: the goodwill indemnity. It is general information, not legal advice. Confirm specifics with a Spanish-qualified lawyer. ## What is a reseller agreement and when do you need one in Spain? Use a reseller or distribution agreement when a partner will buy from you and sell on, rather than introduce customers for a commission. The reseller: - Buys the product and resells it at its own price (subject to competition limits).

• Carries its own stock and credit risk.
• Builds its own customer relationships. If instead the partner only finds customers and the supplier contracts directly with them, that is an agency relationship, which in Spain is tightly regulated by Law 12/1992 on the agency contract (Ley 12/1992 sobre Contrato de Agencia). Getting the classification right is the first decision. ## Which laws govern a reseller agreement in Spain? Spain has no single statute dedicated to distribution or reseller contracts. They are built on: - General contract and commercial law. The Civil Code (freedom of contract, Article 1255) and the Commercial Code.
• Competition law. Spanish Law 15/2007 on the defence of competition (Ley 15/2007 de Defensa de la Competencia) and EU competition rules, in particular the Vertical Block Exemption Regulation (Regulation (EU) 2022/720) and its guidelines. These shape what you can and cannot agree on pricing, territory and exclusivity.
• Agency law by analogy. Although a reseller is not an agent, the Spanish Supreme Court has in some cases applied the goodwill indemnity rule from Law 12/1992 to distributors by analogy. This is the big local point, covered below.
• Late payment. Law 3/2004 sets default B2B payment periods and interest. ## Competition rules shape the key commercial terms Under EU and Spanish competition law, some common commercial terms are restricted: - Resale price maintenance is prohibited. You cannot fix or impose a minimum resale price. You can set a maximum price or a recommended price, as long as it does not act as a fixed or minimum price in practice.
• Territory and customer restrictions are limited. The Vertical Block Exemption allows certain protections for exclusive and selective distribution, but hardcore restrictions on where or to whom the reseller may sell can void the clause or the whole arrangement.
• Non-compete limits. A non-compete obligation on the reseller is generally exempt only up to five years. These rules apply regardless of what the contract says, so draft the pricing, territory and non-compete clauses to fit within them. ## Key clauses in a Spanish reseller agreement | Clause | Why it matters in Spain | | --- | --- | | Appointment and status | State clearly it is resale, not agency, and set exclusivity if any. | | Territory and customers | Respect competition-law limits on restrictions. | | Products and supply | Ordering, delivery, title and risk. | | Pricing | Reseller sets resale prices; avoid resale price maintenance. | | Minimum purchase targets | Common, with consequences for missing them. | | Trademark and IP licence | Limited right to use the supplier's marks for resale. | | Term and termination | Notice periods, breach, and effect of ending. | | Post-termination | Stock buyback, run-off sales, and the indemnity question. | | Liability and warranties | Product warranties and allocation of claims. | | Competition compliance | A clause confirming adherence to EU and Spanish rules. | | Governing law and forum | Spanish law, with courts or arbitration. | ## Spain-specific points: the goodwill indemnity risk The most important local point is the goodwill indemnity (indemnización por clientela). Under Article 28 of the agency law, an agent whose contract ends may claim an indemnity if it brought in new customers or materially grew the business and the supplier keeps benefiting, capped at one year's average remuneration over the last five years. The Spanish Supreme Court has, in a line of cases, applied this rule by analogy to distributors and resellers who performed functions similar to an agent and built up a customer base the supplier then retains. This means a reseller may claim a goodwill indemnity on termination even though the written contract says nothing about it, and attempts to simply waive the indemnity have in agency cases been held void. Treat this as a real risk, structure the relationship and termination carefully, and take Spanish legal advice before terminating a long-standing reseller. Other local points: - Notice on termination. Reasonable notice is expected for long relationships; abrupt termination can generate damages claims.
• Late payment. Law 3/2004 governs payment timing between supplier and reseller.
• Language. Bilingual Spanish and English contracts are common; a sworn translation may be needed for court. ## A simple reseller agreement template outline for Spain 1. Parties and definitions

2. Appointment, status (resale not agency) and exclusivity
3. Territory and permitted customers
4. Products, orders, supply, title and risk
5. Pricing (reseller freedom; no resale price maintenance)
6. Minimum purchase targets
7. Trademark and IP licence
8. Marketing and support
9. Term and termination
10. Post-termination: stock, run-off and indemnity
11. Warranties, liability and product claims
12. Competition-law compliance
13. Payment terms (Law 3/2004)
14. Governing law (Spain) and dispute resolution ## Common mistakes to avoid - Confusing resale with agency, and accidentally triggering the agency law.

• Fixing or imposing minimum resale prices, which competition law prohibits.
• Assuming you can freely terminate; ignoring the goodwill indemnity risk.
• Over-restricting territory or customers beyond what the block exemption allows.
• Setting non-compete periods longer than five years. ## One workspace to draft, review and track your reseller contracts A reseller programme is many contracts that must stay consistent: the same pricing rules, the same competition-compliant territory language, the same termination mechanics across every partner. Tracking renewal dates, targets and termination notice by hand, across a channel, is where risk builds up. An AI contract workspace keeps it together: draft from an approved reseller template, flag per-clause risk against how your company contracts, edit clauses in plain language, and track targets, renewals and notice periods on a live timeline. Adira is built for this, India-first today with other jurisdictions including Spain and the EU on the roadmap, so confirm Spanish-law and competition specifics with local counsel. The drafting, review and tracking you would otherwise do by hand can live in one workspace tuned to your business. This article is general information and not legal advice.