Spanish Commercial Contracts: Frequently Asked Questions

Is there any requirement that prohibit the usage of a good faith before negotiating a contract in Spain?

Yes. According to the Spanish regulation, there is a responsibility to discuss a commercial contract in good faith. Article 7 of the Spanish Civil Code states clearly that “the exercise of any right should be made conferring to the standards of good faith.” This requirement indulges both parties to act honestly and diligently during a contract negotiation.

Can ‘Battle of the Forms’ disputes be resolved in the Spanish jurisdiction?

Even though the Spanish Mercantile Code and Civil Code stay quiet at this particular situation, it is commonly acknowledged by the Spanish court of law that, except if there is to some extent contrary proof, the past set of terms to be given before the execution of the agreement will govern the contract. Thus the ‘last shot’ doctrine, as set up by the contracts regulatory for the international sales of goods (Vienna Convention) will on a fundamental level win, except if the underlying provider dismisses the new set of terms introduced by the counterparty.

Is there any legal obligation to draft a contract in the Spanish local language?

On no account is there a legal obligation attached to drafting a contract in the Spanish local language. Though, in cases where the parties involved in the contract are Spanish citizens, it is advised to prepare the contract in Spanish. In all occasions, an agreement written in another dialect other than Spanish will involve an authorized translator to be legitimately conjured in court.

Can I possibly agree to an online B2B contract?

Indeed, you can enter into a contract online.

According to the Spanish law, a contract shouldn’t be in a specific structure to be legally binding. On condition that the essential basics of a contract be existent (agreement of wills of both parties (purpose, and reason of the contract, offers and acceptance), doesn’t make a difference if the agreement is formalized on paper or the internet.

Is there any legislative on parties’ freedom to agree with terms in contracts between parties in the Spanish jurisdiction?

The Spanish law is established on the standard of freedom to contract, given that the terms agreed are not opposed to required laws, public policy or ethics. Some legislative controls apply when the other party is attempting to prohibit or restrict its obligation. For example, a party can’t prohibit its liability for misfortune brought about by misrepresentation or fraud. Moreover, statutory limits apply to particular kinds of relationships (for example, employment relationships or commercial agency relationships).

Can standard form contracts be treated differently?

Standard structure contracts are dependent upon Law 7/1998 of 13 April on (the Act on General Conditions of Contract). In general terms being genuinely incorporated, the counterparty must know their existence and content before ending the agreement.

What are the terms suggested by law into contract? Is it possible to avoid these terms in a commercial relationship?

Specific terms might be suggested into a contract by law – for example, the title to the merchant’s property, the conformity of the goods provided with the satisfactory quality. Any implied terms might be avoided in a commercial relationship with an understanding of both parties. However, the Act on General Conditions of Contract will apply, when the exclusion forms part a set of standard terms.

Is in Spain a signatory to the Vienna convention on contracts for the international sale of goods?

Yes. Spain is endorsed and adhered to the Vienna Convention since 24 July 1990. It became effective on 1 August 1991.

What information is required to create a contract?

Als u een contract door ons wilt laten opstellen of ondertekenen, gaan wij eerst na of het minstens de volgende elementen bevat

• Identification of both parties – Full names and relevant details of all involved entities.
• Business details – The nature and type of the company.
• Authorized signatories – Information about the individuals signing the contract on behalf of the company.
• Authority verification – Ensure the signatory is qualified to represent the company; otherwise, the contract may be deemed invalid.
• Service duration – The contract should specify how long the service will last, depending on its nature.
• Start and end dates – Clearly state the beginning and, if applicable, the termination date of the agreement.
• Termination terms for indefinite contracts – If the service is provided for an indefinite period, it is advisable to define the conditions and process for ending the agreement.