Agency Agreement Spain

Given the limited scope of this section, it is not possible to fully analyze the various laws applicable to the distribution contract. Nevertheless, it is useful to take into account aspects of the agency law that have been applied by the Spanish courts. The most important thing is that the Spanish courts have recognized that if the trader is domiciled in Spain, the Spanish courts have jurisdiction and contrary agreements are generally not accepted. This recognition of Spanish jurisdiction inevitably leads to the application of Spanish laws and, if the courts see similarities between an agency within the meaning of the agency law and a distribution agreement, they will probably be strongly based on the law on agencies. In practice, Spanish courts have applied agency law to distribution agreements on issues such as termination, notice periods, compensation, exclusivity and restrictions on competition. All this indicates that a foreign party, even if it intends to set up a distribution company in Spain and not an agency, will be well advised to carefully examine the law on agencies, as it can be applied by the Spanish courts in the event of a dispute. Thus, in many contexts, committees, clients and principals can generally be translated as “Prinzipal,” while comisionista, mandatario, agent and often hectic can be rendered as “agent.” If it is necessary to distinguish between the code of commerce and the counterparties of the Civil Code, a Comisién Contracto can be called a “commercial agency agreement” or “Commercial Code Agency Agreement”, while a mandate agreement could be called a “civil code agency agreement” or “agency agreement within the meaning of the Civil Code.” And of course, a comisionista, according to the terms of the comisién contract, can work “on commission” or not (trabajar a comisién). Non-competitive provisions (i.e., provisions limiting or limiting the activities that the agent may engage in after the conclusion of the agency agreement) have a maximum term of two years from the termination of the agency contract and must be agreed in writing, limited to the geographic area in which the agent acted and is linked to products or services subject to the Agency`s agreement. Contracting parties wishing to benefit from agency or distribution agreements in Spain may be subject to a series of rules other than Spanish and European agency laws, including those relating to unfair competition, consumer protection, intellectual property rights and others. Although outside the scope of this article, the application of these additional rules will depend to a large extent on the company concerned, its products and its planned activities. It is therefore recommended to carry out a comprehensive analysis of the expected activities before taking steps to enter the Spanish market. In practice, distribution agreements are often confused with agency contracts. Nevertheless, they are different and have different rules and characteristics.

3. In the agency`s relationship, the representative generally does not take any risks related to transactions assisted or signed on behalf of the client. Any risk-taking is considered null and void by the courts unless expressly stated in writing. This is an important aspect which, according to Spanish law, distinguishes the agent from the trader. E. The awarding entity must compensate the agent in accordance with the terms of the agreement. This provision, rather concise, is dealt with in much more detail in Section III of the Agency Act and therefore deserves more specific attention. With respect to goodwill compensation(customer), the Supreme Court accepted that it was not due because it was not proven which customers were produced by the distributor and could still bring benefits to the supplier even after the termination of the contract.

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