Whether you’re closing a B2B deal or hiring a service provider, a well-drafted commercial contract under Spanish law is essential.
This article explains the key contract clauses, how Spanish law governs enforceability, and what to include to protect your business.
⚖️ Are Verbal Contracts Valid in Spain?
Yes, verbal contracts are generally valid under Spanish law—if they meet legal requirements of consent, object, and cause. However, they are difficult to prove in court.
📌 For commercial relationships, written contracts are strongly recommended for legal certainty and enforceability.
🧩 Key Clauses in Spanish Commercial Contracts
Here are essential clauses to include in any commercial agreement governed by Spanish law:
1. 📌 Identification of the Parties
-
Legal name, CIF/NIF, and address of each party
-
Legal representative’s identity and authority
2. 📜 Object of the Contract
-
Description of goods/services provided
-
Scope of deliverables or obligations
3. 💰 Price and Payment Terms
-
Total price, payment schedule, due dates
-
Currency, VAT, and applicable taxes
4. 📅 Term and Termination
-
Fixed term or indefinite duration
-
Termination rights and notice periods
5. 🛑 Liability and Indemnity
-
Limits on liability
-
Indemnification for breach or third-party claims
6. 🔐 Confidentiality & Data Protection
-
Confidentiality obligations
-
GDPR compliance and data processing terms
7. ⚖️ Governing Law and Jurisdiction
-
Spanish law as governing law
-
Courts of Spain (or arbitration clause) as dispute forum
🔐 Electronic Contracts and e-Signatures
Spain follows the EU eIDAS Regulation, allowing electronic contracts and e-signatures to be legally binding, if:
-
Both parties consent
-
Signature is traceable (e.g. with platforms like DocuSign or FNMT)
⚠️ For high-value deals or international transactions, qualified e-signatures are recommended.
📕 Legal Requirements Under Spanish Law
To be enforceable, a Spanish commercial contract must meet:
| Requirement | Explanation |
|---|---|
| Consent | Parties must freely agree |
| Object | The purpose must be lawful |
| Cause | A valid reason must exist for exchange |
| Capacity | Parties must have legal capacity |
Contracts involving consumers, employees, or tenants may require special clauses due to mandatory protective laws.
🏛️ Enforcement in Spanish Courts
If a party breaches the contract:
-
A civil claim can be filed in the Spanish courts
-
The contract must be in Spanish (or officially translated)
-
Enforcement includes damages, specific performance, or termination
📌 For foreign businesses, it’s essential to specify Spanish jurisdiction or valid arbitration mechanisms.
🤝 Spanish vs. Common Law Contracts
Some key differences:
| Feature | Spanish Law (Civil) | Common Law (e.g., UK, US) |
|---|---|---|
| Precedent | Not binding | Often binding |
| Boilerplate clauses | Not automatically implied | Often implied by courts |
| Good faith | Mandatory principle | Not always required |
| Penalty clauses | Allowed if proportionate | Often unenforceable |
👨⚖️ Borderless Lawyers: Contract Experts in Spain
Our commercial law team can help you:
-
Draft and review business contracts
-
Ensure enforceability under Spanish and EU law
-
Negotiate cross-border agreements
-
Translate and notarize contracts
-
Resolve commercial disputes