Agency and Distribution Agreements Lawyers in Spain

We help you draw up agency and distribution agreements and resolve disputes arising in cross-border trading between third countries and Spain.

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    If you are selling goods and services in Spain through an agent or distributor, it is important that your agency or distribution agreement is based on a sound understanding of Spanish law and addresses the key legal and commercial issues.

    At Scudamore Law, our commercial law team can advise businesses on international contracts when trading in Spain. We are highly experienced in English and Spanish business law and specialists in cross-border transactions involving the application of a English law in commercial contracts justiciable in the courts in Spain, or vice versa. 

    We help you draw up agency and distribution agreements and resolve disputes arising in cross-border trading between third countries and Spain.

    Agency Agreements

    Under an agency agreement, an independent self-employed individual or corporate entity (the “agent”) undertakes, on an on-going basis and in return for remuneration, to promote, or promote and conclude, commercial transactions on behalf of and in the name of another person (the “principal”).

    Protection for Agents

     Agency agreements in Spain are regulated by the Agency Agreements Law 12/1992. There are a number of protections for agents under the law, including:

    • a minimum notice period of one month for every year that the agreement is in place (up to a total of six months),
    • right to an indemnity for increase in customer base or growth in sales with existing customers over the duration of the agreement, and
    • rights concerning the payment of commission.

    Jurisdiction and governing law

    Parties to a contract with a cross-border element typically have the freedom to choose the country whose courts will have jurisdiction over a future dispute. However, the Spanish Agency Agreements Law provides for the compulsory jurisdiction of the courts of the agent’s place of business in Spain. 

    The parties are free to choose the law that governs the agency agreement. Although both Spanish and English law are based on the EEC Commercial Agents Directive 86/653, there are important differences in the transposition of the Directive between Spanish and English law. When drawing up the agreement, knowledge of these differences, and the provisions of the law which apply in these cases, can be crucial for a sound risk management strategy and a commercially practical dispute resolution strategy.

    Obtaining specialist advice from a bi-lingual, dual qualified team can ensure that your interests are protected and that you minimise the risks and costs on termination of the commercial relationship.

    Does the agreement have to be in Spanish?

    While contracts do not have to be written in Spanish, this is advisable so that if a dispute arises and the case goes to court, the wording of the contract is clear and is not subject to conflicting translations by the parties or left to the random determination of a court-appointed translator. Thus, having the agreement in Spanish bestows greater legal certainty on the parties’ respective rights and obligations under the agreement and helps avoid misunderstandings and misinterpretations.

    Distribution Agreements

    A distribution agreement is a contract between a distributor and manufacturer in which the distributor agrees to purchase goods (or services) from the manufacturer and resell them at its own risk. There is no specific regulation of distribution agreements in Spanish law, thus the general principles of contracts in the Civil Code apply.

    Protections for distributors

      An essential element in every distribution agreement is the terms as to exclusivity. These may be:
    • Exclusive distributorship: the manufacturer undertakes only to sell the product to the exclusive distributor within the specified territory and not to sell the products in the territory itself
    • Non-exclusive distributorship: the manufacturer can sell to more than one distributor and end-users in the specified territory
    • Sole distributorship: the manufacturer undertakes only to sell the product to the exclusive distributor within the specified territory but reserves the right to supply the products to end-users or specified customers in the territory.
    • Selective distributorship: There is no territorial or customer exclusivity but the manufacturer (typically in the luxury goods or technical consumer product sectors) restricts the sale of products only to distributors within the selective distributorship network and to end-users wherever they are located.

    How are disputes handled?

    Disputes involving distribution agreements are based on the terms of the contract and when deciding a case, the Spanish courts may apply by analogy the Commercial Agency regulations to the contract in respect of the calculation of the indemnity payable by the manufacturer or the period of notice of termination.

    How Scudamore Law can help

    These types of agreements frequently are the prelude to long-standing commercial relationships which can be costly when they come to an end. Other issues that can arise on termination of the relationship, such as the disposal of product held in stock and the practical limits on the manufacturer’s exclusive trademark rights, should be anticipated and planned for when drawing up the distribution agreement. If you are a foreign business trading in Spain, it is important that your company receives sound, commercial advice at the outset of the commercial relationship or as soon as a dispute between the parties emerges.

    Based in London and Madrid, our team provides specialist advice on the implications under Spanish and English law of international commercial contracts with your trading partners in Spain. We take pride in putting our clients’ interests first and we always strive to obtain the best outcome for you.

    Contact our English-Speaking Agency & Distribution Agreement Lawyers Today

    Our highly experienced legal professionals are bi-lingual, dual-qualified experts in both Spanish and English commercial law. We can help you establish agency and distribution agreements for cross-border trading between third countries and Spain.

    Get in touch with us through our enquiry form, or contact us at our offices in London or Madrid.

    Why Choose Scudamore Law?

    20+ experience

    We anticipate your needs, obviating the time and expense of corrective action later on.

    We communicate in native English

    Our dual-qualified English/Spanish lawyers are expert in Spanish and English company law.


    Professional ethos of the English Bar.

    Highly personalised service

    We keep our clients informed and confident that their matters are well managed and under control.

    Flexible, commercial approach

    We put ourselves in the client’s place and strive to achieve the best outcome.

    Price transparency

    No hidden cost.

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      Tel. UK: +44 207 097 5550

      Tel. Spain: +34 915 939 126