Manufacturing and Supply Agreement in Spain: Template, Key Clauses and Local Law (2026)

A manufacturing and supply agreement in Spain sets how one party makes and delivers goods to another over time. Spanish law gives wide freedom of contract, but a cross-border sale is also caught by the UN sales convention unless you exclude it, and commercial sales follow the Commercial Code rather than the ordinary Civil Code. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Spanish lawyer. ## What law governs manufacturing and supply in Spain? There is no single supply-agreement statute. The framework has several layers: - General contract freedom. Article 1255 of the Civil Code (Codigo Civil) lets the parties agree the terms they want, within the law, morality and public order.

• Sale of goods. Ordinary sale is in the Civil Code (Articles 1445 and following). A sale between businesses for resale or profit is a commercial sale under the Commercial Code (Codigo de Comercio, Articles 325 and following), which has its own rules on conformity, defects and claim periods.
• The CISG. Spain is a contracting state, so the UN Convention on Contracts for the International Sale of Goods applies by default to a sale of goods between businesses in different contracting states, and can apply when Spanish law is chosen. To avoid it, exclude it expressly in the main contract.
• Product liability and consumer rules. Where goods reach consumers, the consolidated consumer protection law (Real Decreto Legislativo 1/2007) imposes no-fault liability for damage caused by a defective product, separate from the contract. ## Key clauses in a Spanish manufacturing and supply agreement - Products and specifications: detailed specs, quality standards and a change-control process.
• Forecasts and orders: rolling forecasts, firm order windows, minimum and maximum volumes, and lead times.
• Price and payment: price, indexation, invoicing and payment terms. Note the statutory limits on payment periods between businesses under the late-payment rules (Ley 3/2004), which cap how long payment can be deferred.
• Delivery, title and risk: delivery terms (commonly an Incoterms rule), when title passes, and when risk passes. A retention-of-title clause (reserva de dominio) helps against buyer insolvency.
• Quality, inspection and acceptance: inspection rights, acceptance tests, and remedies for non-conforming goods. The Commercial Code sets short periods to notice defects, so define them clearly.
• Warranties: conformity, fitness for purpose and duration.
• Liability and product liability: caps, carve-outs, insurance and a recall procedure, read against the product liability regime that protects injured third parties.
• Intellectual property and tooling: who owns designs, moulds and tooling, and who may use them.
• Term and termination: duration, renewal, termination for breach or insolvency, and run-off supply on exit.
• Force majeure: relief events and the duty to mitigate.
• Governing law and forum: Spanish law, whether the CISG applies, and a chosen court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Definitions and specifications
3. Scope of supply
4. Forecasts and ordering
5. Price and payment (within late-payment limits)
6. Delivery, title and risk (Incoterms)
7. Quality, inspection and acceptance (notice periods)
8. Warranties
9. Intellectual property and tooling
10. Liability, product liability and recall
11. Term and termination
12. Force majeure
13. Confidentiality
14. Governing law (Spanish), CISG election, dispute resolution
15. Signatures Give the most attention to specifications, delivery and risk, the inspection and defect-notice periods, liability, and the CISG election. ## Common mistakes to avoid - Treating a business-to-business sale as an ordinary Civil Code sale when the Commercial Code and its shorter defect-notice periods apply.

• Assuming domestic law governs a cross-border sale when the CISG applies by default.
• Agreeing payment periods that breach the statutory late-payment limits.
• Leaving title and risk undefined, which leaves losses from damage or insolvency unallocated. ## Keeping a supply portfolio under control If you buy or make goods across several countries, the hard part is not one contract. It is tracking which forecasts are binding, when each term renews, which defect-notice periods run, and whether the CISG was excluded. That work (drafting from a tuned template, flagging risky clauses, tracking renewals, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Spanish law. More at Adira. The law above stands on its own. ## Bottom line A Spanish manufacturing and supply agreement gives broad freedom of contract, but a business sale follows the Commercial Code, cross-border sales are governed by the CISG unless excluded, and payment periods face statutory limits. Define specifications, delivery, risk, defect-notice periods and liability with care, decide your position on the CISG, and get Spanish advice before signing a real deal.