There is no legal obligation to establish a contract in the national language. However, if the parties are Spanish institutions or nationals, it is strongly recommended that the agreement be drafted in Spanish. In all cases, a contract written in a language other than Spanish requires an official translation, which is validly invoked in court. Where a contract does not have notice (and is not a fixed-term contract), the contract is considered an indeterminate contract. The Supreme Court of Spain considers that a party to an indeterminate agreement cannot be bound indefinitely; it may terminate the relationship, provided that it grants the other an appropriate early termination. The adequacy of the early termination depends mainly on the circumstances of the case (how long the relationship lasted, whether the buyer is economically dependent on the supplier, etc.). It is not uncommon for the Spanish courts to have held that an appropriate termination corresponded to at least one month per year, in accordance with the contract, according to the same notice period as that set by law 12/1992 for agency contracts. No no. Spanish law does not have the right to terminate a commercial contract in the event of the other party`s insolvency.
Similarly, no person should be excused from the performance of contractual obligations solely because of bankruptcy or financial difficulties. Article 61, paragraph 2, of the Spanish Insolvency Act (Law 22/2003 of 9 July) prohibits clauses allowing the termination of an agreement in the event of the other party`s insolvency. This type of clause is considered null and void. No no. The assignment of the rights and obligations of a delivery contract cannot be transferred without the agreement of the other party. The agreement can already be included in the agreement. If this is not the case, it is necessary to obtain permission from the counterparty. Under Spanish law, the non-harming party may demand compensation from the party that is harming. The damage will compensate for both the actual injury and the loss of earnings. Only damage directly related to the injury is covered; Indirect damage is excluded. Courts are less willing to compensate for the shortfall.
The Information Society and E-Commerce Services Act stipulates that the celebration of contracts electronically will not require the prior consent of the parties. If the law requires the written form of a contract, this requirement is considered to be met when an electronic means is used. Although the civil code and the commercial code remain silent on this point, the Spanish courts generally recognize that, unless there is evidence to the contrary, the last conditions to be presented before the contract is accepted or executed governs the contract. The "last shot" doctrine enshrined in Wiener`s right-to-sale agreement will therefore prevail in principle, unless the original supplier rejects the new conditions presented by the opposing party. The aforementioned principle of freedom of form does not apply to family and inheritance law contracts and contracts for which the law requires the intervention of judicial institutions, notaries, land and trade registers or authorities. The supplier also has the right to demand adequate compensation for any costs that go beyond fixed compensation and are due to the customer`s late payment. For example, to cover expenses such as the employment of a lawyer or the employment of a collection office.