The Spanish Government has presented to the Parliament a Draft on Distribution Contracts Act (Proyecto de Ley de Contratos de Distribuci¢n). The document has been published at the Official Bulletin of the Spanish Congress in June 29th 2011.
The Draft intends to better the transparency in the sector and to promote the competitiveness and the balance of the parties using a culture of dialogue and mediation in the eventual conflicts arising between them. The Draft intends to establish clear and transparent contractual rules in case of absence of regulation between the parties.
Distribution agreements affected by the Draft are mainly exclusive purchasing, exclusive sale, authorised distribution, selective distribution, exclusive distribution and franchising. Agency contracts are expressly excluded. The agreements are essentially governed by the freedom of the parties and good faith. The Draft also foresees some pre-contractual information to be disclosed by each party to the other party if required and confidentiality agreements for such information disclosed. Agreements must be signed in writing.
The Draft also contains general dispositions concerning the contents of the agreement such as the information obligations, prices, commercial objectives and minimum purchases, exclusivity, direct sales, trademark and advertising activities, and bonuses and discounts.
The Draft regulates the duration of the agreements (by a reference to the amortization of the expenses) and the consequences of their termination (including rules on goodwill compensation and damages indemnities).
The Draft contains, finally, some special rules applicable to specific distribution agreements such as common commercial areas, electronic auctions and multilevel sales. Last article also mentions franchise agreements containing basically similar regulation to the one actually in force for these agreements.
Ignacio Alonso, IDI agency & distribution Country Expert for Spain.