Contrato de distribución comercial (commercial distribution agreement)

Contrato de distribución comercial (commercial distribution agreement) is filed with Documento privado entre las partes (recomendable forma escrita y RGPD). With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €149 to €149. Official tasa (government fee): No public body charges a tasa (official fee) for this contract: it is a private document between the parties and is not entered in any register. The costs you will have: IVA (VAT) at 21 % on each sale between supplier and distributor (with no IRPF withholding between businesses) and IVA at 21 % on our fee. If you decide to have it executed as a public deed, the notary charges their own scale fee; we will tell you before you pay anything.

We draft your distribution agreement (an unregulated contract type, art. 1255 CC and EU Regulation 2022/720), under which the supplier supplies the goods and the distributor buys them outright and resells them on its own account and at its own risk. We configure the type (exclusive, selective, dealership, authorised or import), the territory, exclusivity over territory, products or supplier, prices (a recommended retail price, NEVER a binding minimum, under art. 4.a of EU Regulation 2022/720), margins and volume rebates, minimum stock, a goodwill compensation clause on termination and a post-contractual non-compete covenant. Goodwill compensation is not automatic in distribution: we set it out in writing and explain what you would need to prove, but the final decision rests with the courts.

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Estimated total cost: €149 to €149
Managora's fee: €180.29 (21% VAT incl.)
Tasa (official government fee): No public body charges a tasa (official fee) for this contract: it is a private document between the parties and is not entered in any register. The costs you will have: IVA (VAT) at 21 % on each sale between supplier and distributor (with no IRPF withholding between businesses) and IVA at 21 % on our fee. If you decide to have it executed as a public deed, the notary charges their own scale fee; we will tell you before you pay anything. (suplido: paid to the authority on your behalf, no VAT)
Processing time: Signed immediately.
Where it is filed: Documento privado entre las partes (recomendable forma escrita y RGPD) ↗
What you receive: Application

Cost breakdown: Our fee 149 € plus IVA at 21 %. No public body charges a tasa for this contract. Separately, IVA at 21 % is then applied on each sale between supplier and distributor..

Contrato de distribución comercial (commercial distribution agreement): how is it filed?

1Answer the questions in the chat (about 8-10 minutes).
2Nature test: we distinguish between distribution, agency, commission and franchising.
3We check that it is compatible with EU Regulation 2022/720 (vertical agreements).
4We spot hardcore restrictions (minimum resale prices, abusive territorial restrictions).
5Payment of 149 € for our fee.
6Sign the mandate from your mobile.
7We give you the contract ready to sign plus a legal report on your rights, your obligations and the risks in each clause.

Which documents do you need?

•CIF and registry details of the supplier and the distributor.
•Product list / catalogue / price list.
•If it is selective distribution: the objective selection criteria.
•If it is a dealership using the brand: the trade mark licence and the operating manuals.
•Marketing plan and sales forecasts (recommended).

Legal basis and things to bear in mind

Framework: art. 1255 CC, case law, EU Regulation 2022/720 and Ley 15/2007 LDC (competition act).
Nature: this is an UNREGULATED contract type. The distributor BUYS OUTRIGHT and resells ON ITS OWN ACCOUNT AND AT ITS OWN RISK. That is the key difference from agency.
Goodwill compensation: it is NOT automatic in distribution (unlike in agency). The Supreme Court accepts applying art. 28 Ley 12/1992 by analogy on a case-by-case basis and requires the distributor to prove the customers it brought in and the benefit the supplier draws from them. Where it is granted, it is calculated on the distributor's MARGIN, not on turnover (Supreme Court judgment of 15/3/2011). That is why we set it out expressly in the contract: it is the only way not to depend on a debatable analogy.
PROHIBITED hardcore restrictions (art. 4 of EU Regulation 2022/720): minimum resale prices, territorial restrictions on active selling that are not permitted, and restrictions on cross-supplies in selective distribution.
Post-contractual non-compete: art. 5.1.b of EU Regulation 2022/720 only covers the covenant if it does not exceed 12 months, is limited to competing goods and to the distributor's premises, and is indispensable to protect the know-how transferred. Going beyond 12 months is not automatically void, but it takes the covenant outside the block exemption and means it has to be defended case by case, which is why we keep it within the limit. In agency the statutory limit is 2 years (art. 21 Ley 12/1992).
Market share below 30% (for each party): the block exemption applies. Above that, it is assessed case by case.
Selective distribution: objective qualitative criteria (training, premises), not abusive quantitative ones.
If there is a dealership with a brand, know-how, assistance and a fee, it is probably a FRANCHISE (art. 62 of Ley 7/1996 on retail trade and RD 201/2010). Current obligation: hand over the pre-contractual information (DIP) at least 20 working days before signing or before any payment. There is NO need to register with the Registro de Franquiciadores: it was ABOLISHED by RDL 20/2018, which amended art. 62 and removed the duty to notify the register beforehand.
Tax: each sale is subject to IVA (with no IRPF withholding). Modelo 303 plus Modelo 347, and Modelo 349 if intra-EU.
Natural connections: contrato_franquicia (Ley 7/1996), contrato_agencia_comercial, contrato_compraventa_mercantil, alta_iae_036, modelo_303.

Contrato de distribución comercial (commercial distribution agreement): frequently asked questions

Contrato de distribución comercial (commercial distribution agreement): how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is €149 to €149: Our fee 149 € plus IVA at 21 %. No public body charges a tasa for this contract. Separately, IVA at 21 % is then applied on each sale between supplier and distributor.. Managora's fee is €180.29, 21% VAT included (€149.00 net + €31.29 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: No public body charges a tasa (official fee) for this contract: it is a private document between the parties and is not entered in any register. The costs you will have: IVA (VAT) at 21 % on each sale between supplier and distributor (with no IRPF withholding between businesses) and IVA at 21 % on our fee. If you decide to have it executed as a public deed, the notary charges their own scale fee; we will tell you before you pay anything..

Contrato de distribución comercial (commercial distribution agreement): how long does it take?

Signed immediately.

Contrato de distribución comercial (commercial distribution agreement): which documents do I need?

You need to have to hand: CIF and registry details of the supplier and the distributor., Product list / catalogue / price list., If it is selective distribution: the objective selection criteria., If it is a dealership using the brand: the trade mark licence and the operating manuals., Marketing plan and sales forecasts (recommended).. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Documento privado entre las partes (recomendable forma escrita y RGPD). You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Documento privado entre las partes (recomendable forma escrita y RGPD) ↗.

Shall we get started with «Contrato de distribución comercial (commercial distribution agreement)»?

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