Distribution agreements in Spain: exclusivity, termination and compensation

Spain has no statute on distribution agreements. What a distributor can claim when the contract ends comes from the general Civil Code and from Supreme Court case law that borrows, case by case, from the Agency Act (Ley 12/1992), so the contract you sign carries more weight than in countries with a fixed statutory regime.

Putting it simply: you are largely free to write your own terms (article 1255 of the Civil Code), and a court will read them in the light of good faith (article 1258). If an indefinite agreement is ended abruptly, the distributor may claim damages for missing notice, and a distributor that built a customer base you keep using may claim a clientele indemnity by analogy with the Agency Act, but neither is automatic: the distributor has to prove its case. A clear written term, notice periods and exit clause are your best protection.

This page is general information, not legal advice. Have the draft reviewed by a lawyer qualified in Spain before you sign.

For how Spanish distributors buy, public demand, language and invoicing, see the Spain playbook.

Which law governs the agreement

Two EU layers come first. Regulation (EU) 2022/720, the Vertical Block Exemption Regulation (VBER), exempts supply and distribution agreements where neither supplier nor buyer holds more than 30% of its relevant market (article 3), unless the agreement contains a hardcore restriction listed in article 4. Spain's competition act, Ley 15/2007, prohibits restrictive agreements in article 1 and, in article 1.4, applies the EU block exemptions even to agreements that do not affect trade between Member States, so the same VBER test governs a purely Spanish deal. Directive 86/653/EEC harmonises the rules for commercial agents, who negotiate on behalf of a principal (article 1(2)); it does not cover distributors who buy and resell in their own name, so distributor protection is national.

In Spain the national answer is mostly judge-made. The Agency Act defines an agent as an intermediary who promotes or concludes sales for someone else's account, without taking the commercial risk unless agreed (article 1), and declares its rules mandatory for agents (article 3). Its first additional provision, extending the regime to motor vehicle distributors, is suspended until a law on commercial distribution contracts enters into force (final provision four of Ley 7/2011, as recorded in the BOE consolidated text). No such law has been passed, so a distribution agreement is governed by the Civil Code and what the parties agreed.

Choice of law and forum. Under Rome I (Regulation 593/2008) the parties may choose the governing law (article 3); without a choice, a distribution contract is governed by the law of the country where the distributor has its habitual residence (article 4(1)(f)), which for a Spanish distributor means Spanish law. Article 9 keeps overriding mandatory provisions of the forum. Spain has no distribution statute claiming mandatory application on its territory, and as of 8 November 2026 we could not confirm a Supreme Court ruling treating the analogous agency rules as overriding a foreign choice of law; ask your lawyer. On jurisdiction, Brussels I bis (Regulation 1215/2012) gives effect to a written choice of court (article 25). Without one, the Court of Justice held in Corman-Collins (C-9/12) that an exclusive distribution agreement can be a contract for the provision of services, which points to the courts where the distributor carries on its activity (now article 7(1)(b)).

Exclusivity and territory

Exclusivity is a matter of contract: Spanish law neither requires it nor implies it. Under the VBER, if you appoint an exclusive distributor for Spain you may restrict its active sales into territories or customer groups you reserve for yourself or have allocated to up to five other exclusive distributors (article 4(b)(i)). You may not stop passive sales, meaning unsolicited orders from customers elsewhere in the EU, and you may not prevent the effective use of the internet to sell (article 4(e)), although other online restrictions and some limits on online advertising remain possible. If you run a selective system, you may forbid sales to unauthorised resellers in the territory where that system operates (article 4(c)(i)(2) for its members, article 4(b)(ii) for an exclusive distributor).

Spanish distributors often ask for exclusivity by autonomous community or for the whole country. Tie it to measurable targets and say what happens to exclusivity if they are missed.

Term, termination and notice

A fixed-term agreement ends when the term runs out. For agents, the Agency Act turns a fixed-term contract that both parties keep performing into one of indefinite duration (article 24.2); courts may reason the same way for distributors, so avoid letting a contract run past its end date without a written renewal.

An indefinite agreement can be ended by either party, and for agents the Act requires written notice of one month per year of the contract, up to six months, with one month if it lasted less than a year (article 25). There is no statutory notice period for distributors. The Supreme Court's own summary of judgment 801/2025 of 20 May 2025, a case about the exclusive distribution of wines, describes it as a claim for termination "sin preaviso razonable" and an examination of the "requisitos exigidos para la aplicación analógica" of the Agency Act. Everything beyond that summary comes from law-firm commentaries, not from the judgment itself. Two published commentaries agree that the court treats notice as a requirement of contractual good faith and that missing notice does not by itself give a right to compensation: the termination must be contrary to good faith and the loss must be proven. They read the judgment differently on the Agency Act: one reports that the court rejected applying it by analogy to notice, the other that its criteria may guide the assessment of damages where there is identity of reason, but not automatically. We do not take a side. As of 8 November 2026 we could not open the full text (the CENDOJ download asks for a captcha), so read the judgment with your lawyer. The summary of judgment 317/2017 of 19 May 2017 (indefinite exclusive distribution of medical products) records compensation for insufficient notice under article 25 of the Agency Act.

The practical rule: give written notice in line with article 25, or write a longer period into the contract.

Termination for cause rests on article 1124 of the Civil Code, which lets the party that performed seek either performance or termination, with damages, when the other does not perform. Define in the contract what counts as a serious breach and how termination is notified. No form or registration is required: contracts bind whatever their form if the essential conditions are present (article 1278 of the Civil Code), and the Supreme Court has ruled on oral exclusive distribution agreements (judgment 163/2016 of 16 March 2016). Writing is still the best proof of what was agreed.

Compensation at the end

Agents have a statutory clientele indemnity: an agent who brought new customers or appreciably increased business with existing ones is entitled to it if that activity can keep giving the principal substantial advantages and an indemnity is equitable, capped at the average annual remuneration over the last five years (article 28). Article 29 adds damages for unrecovered investments made on the principal's instructions; article 30 excludes both claims after termination for the agent's breach; article 31 gives one year to claim.

For distributors this is case law. The court summary of judgment 317/2017 states the "procedencia de la aplicación analógica del art. 28 LCA" in an exclusive distribution case, and the summary of judgment 163/2016 lists a clientele indemnity, unrecovered expenses and investments and compensation for missing notice as the heads of compensation examined after the unilateral termination of an oral exclusive distribution agreement. The analogy is not automatic: judgment 801/2025 is summarised as concerning the "requisitos" for applying the Agency Act by analogy, and judgment 944/2023 of 13 June 2023 stresses that classifying the contract as agency or distribution matters for calculating the clientele indemnity. Expect the distributor to have to show that it created or grew a customer base that you go on to exploit.

On excluding or pricing the claim in advance: the mandatory character of the Agency Act (article 3) is written for agents. For distributors, the Supreme Court applied, without reduction, an agreed clause fixing what the distributor owed when it withdrew from the contract unilaterally, because it had been expressly agreed as the "precio" of the exit (judgment 1471/2024 of 6 November 2024, per the court's summary). That supports agreeing the consequences of termination in the contract, but as of 8 November 2026 we could not confirm a Supreme Court rule on whether a distributor can validly waive the clientele indemnity in advance. Treat any waiver as a negotiating point and ask your lawyer.

Other clauses the local lawyer will look at

• Non-compete during the contract. The VBER exempts it only for up to five years; a non-compete of indefinite duration or longer than five years falls outside the exemption (article 5(1)(a)).
• Non-compete after the contract. Exempted only if it covers competing goods, is limited to the premises the distributor used, is indispensable to protect your know-how, and lasts no more than one year (article 5(3)). For agents the Agency Act requires writing and caps a post-term restriction at two years, or one year if the contract lasted less than that (articles 20 and 21); a Spanish court looking at the clientele indemnity may weigh a non-compete in the distributor's favour, as article 28 does for agents.
• Minimum purchases and targets. Make them annual, measurable and linked to the remedy (loss of exclusivity first, termination second).
• Stock at the end. No statute obliges a supplier to buy back a general distributor's stock (the suspended vehicle provision would have). Decide it in the contract: who buys back what, at which price, and within what time.
• Prices. You may recommend or cap resale prices, but fixed or minimum resale prices are a hardcore restriction (VBER article 4(a)).
• Trade marks, domain names and marketplace accounts. Register them in your own name and require the distributor to hand over any local registrations and accounts at the end.
• Language. We found no rule requiring a contract between businesses to be written in Castilian; a bilingual contract with a clause stating which version prevails avoids disputes. Labelling rules are in the playbook.
• Invoicing. Mandatory electronic invoicing between businesses is being phased in; the dates are in the Spain playbook.
• Disputes. Name the forum or arbitration institution, seat and language.

A first-draft checklist

• Decide whether you need an agent or a distributor; the Agency Act's indemnity and notice rules apply to agents by statute.
• Name the governing law and the competent court or arbitration in writing.
• Set a fixed initial term and state that renewal needs a written agreement.
• Write notice periods for indefinite agreements of at least one month per year of the contract, up to six months.
• List the serious breaches that allow termination without notice.
• Define the territory and customer groups, and whether exclusivity is granted, in line with VBER article 4.
• Attach annual minimum purchases or targets and the remedy if they are missed.
• Agree what happens at the end: stock buy-back, customer data, marketing materials, and any compensation formula.
• Limit any non-compete to the VBER ceilings (five years during, one year after, premises only).
• Register trade marks and domain names in your own name and require their transfer at the end.
• Use resale price recommendations only, never fixed or minimum prices.

What this means for a manufacturer

Spain lets you write your own distribution contract, and what the agreement leaves out a court fills with good faith and analogies from the Agency Act. Give generous written notice, document why you end a relationship, and agree the exit terms while both sides still want the deal. A distributor that built your customer base can claim compensation if it proves it, so plan for that cost rather than relying on a clause to remove it. This is not legal advice; have the draft reviewed by a lawyer qualified in Spain.

Where Cresques fits

Cresques shows which distributors already win public contracts in your category in Spain, with the award notices as proof, and drafts a first message in Spanish for the lawful channel. Start with the Spain market page and the Spain playbook, then bring this checklist to the lawyer who drafts the agreement.