I had my terms and conditions translated into Spanish for my e-commerce site. Can I publish them?

No, not directly. Translation alone is not enough: the terms and conditions must be adapted to Spanish consumer law, which imposes specific rules on pre-contractual information, the right of withdrawal, and dispute handling. The same logic applies to a Spanish company selling in France.

Do you need to choose the governing law in an international commercial contract?

Yes. In the absence of an express choice, the Rome I Regulation determines the applicable law · with results that may not match what the parties had anticipated. Choosing the governing law is a basic measure of legal certainty.

We are terminating a commercial relationship with a French partner. What are the risks?

If the relationship had a connection with France · performance of the contract, the partner's registered office, the target market · French law on the abrupt termination of established commercial relationships may apply, even if your company is Spanish. Insufficient notice exposes you to a liability claim. The duration of the relationship is the main criterion: the longer it is, the longer the expected notice period.

Should you prefer an arbitration clause or a jurisdiction clause?

It depends on the context. Arbitration offers confidentiality, neutrality and easier enforcement internationally. State courts are more accessible for contracts of modest value. Both options have distinct practical implications · we analyse them based on your situation.

Do the mandatory provisions of the country where the contract is performed need to be incorporated?

Yes, without exception. Even where the parties have chosen a governing law, the overriding mandatory provisions of the country of performance still apply. Under both Spanish and French law, certain rules · particularly in distribution law, consumer law or payment terms · cannot be excluded by contract.

When should a contract adaptation clause be included?

For any long-term or successive-performance contract, a renegotiation clause is recommended. It allows terms to be adjusted in the event of a major change in economic circumstances · useful in a context of tariff or regulatory instability.

International commercial contracts

International commercial contracts between France and Spain

Negotiating and drafting an international contract is not about translating an existing one. It is about reconciling two legal systems, two business cultures, two systems of protection. Lexwell operates from Barcelona and Paris, under French and Spanish law: trademark licences, franchise agreements, commercial partnerships, cross-border service agreements, commercial leases in Spain.

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Why Lexwell?

France-Spain vision

We reconcile two legal systems, two business cultures and two protection regimes · we do not merely translate an existing contract.

180° support

From negotiation to the arbitration clause, we secure cross-border distribution, agency, franchise and e-commerce.

Pragmatic advice

Franco-Spanish differences · termination, agency, payment terms · are handled at drafting, not in a dispute.

Our support

Distribution in Spain or France

The distribution agreement is one of the most sensitive in a cross-border relationship. It sets the terms of sale, territorial exclusivity, stock obligations and termination conditions. In Spain, distributors do not benefit from the same legal protection as commercial agents · but case law tends to recognise goodwill compensation in certain circumstances. This point must be anticipated when drafting, not discovered upon termination.

Commercial agent

The commercial agency agreement is governed by a European directive transposed into both French and Spanish law · but with notable differences regarding end-of-contract compensation, non-compete clauses and termination conditions for breach. We draft these contracts incorporating the law applicable to the agent's territory of activity.

Terms & conditions and cross-border e-commerce

Selling online in Spain from a French company · or vice versa · requires adapting the terms and conditions of sale to the consumer law of the target country. In Spain, the Information Society Services Act (LSSI) and the consolidated text of the consumer rights directive require specific disclosures, precise withdrawal periods and specific handling of disputes. Simply translating your French terms and conditions does not meet these requirements.

Are you a French company developing commercial activity in Spain? Distribution, franchising, partnerships, online sales. Your contracts need to incorporate the mandatory provisions of Spanish law, not just be translated.

Are you a Spanish company setting up in France or entering into commercial relationships with French partners? We support you in structuring contracts suited to French law and market practice.

France · Spain: the differences your contract must anticipate

French and Spanish law share a common European foundation. But on structural points · distributor protection, the status of commercial agents, termination of a business relationship · they diverge significantly. These differences don't show up when reading a translated contract. They surface at the time of a dispute.

Terminating commercial relationships: a Franco-Spanish asymmetry. Under French law, abruptly terminating an established commercial relationship · even without a written contract, even without fault · exposes the party terminating it to damages. The French Commercial Code requires notice proportional to the duration of the relationship. This is a matter of public policy: it applies even if the parties chose a different governing law in their contract. Spanish law has no direct equivalent: terminating a commercial relationship is, in principle, free, unless otherwise agreed contractually or in the event of a clear abuse of right. What this means for you: a French company that terminates a relationship with a Spanish distributor without sufficient notice may incur liability in France if the relationship had a French connection. Conversely, a Spanish company setting up in France must factor this rule into its commercial strategy · it may not be aware of it.

Commercial agents: a protected status on both sides, but differently. In both France and Spain, commercial agents benefit from enhanced legal protection at the end of the contract: goodwill compensation, statutory notice periods. But the calculation methods, exclusion conditions and time limits differ between the two legal systems. What this means for you: if you hire a commercial agent in Spain to develop your network, the contract must be drafted to incorporate the applicable Spanish law · and anticipate the cost of a potential termination. A clause drafted under French law will be unenforceable on certain points.

Payment terms: a mandatory rule in Spain. In Spain, the law against late payment in commercial transactions sets a maximum term of 60 days, which cannot be overridden by contract between businesses. Late payment penalties apply automatically. In France, the rule is similar in principle but differs in its details and sector-specific application. What this means for you: a 90-day payment clause inserted into a contract governed by Spanish law is automatically void. This type of mistake is common in contracts drafted without checking local law.

The contracts we handle

Governing law, jurisdiction, arbitration: choices made at the drafting stage

In an international contract, silence on the applicable law or competent jurisdiction is never neutral. It creates uncertainty · and therefore risk. We advise our clients on three points: the choice of law governing the contract (the Rome I Regulation), the designation of a competent jurisdiction, and whether an arbitration clause is appropriate · particularly in sectors where confidentiality and speed of resolution are priorities. These choices depend on the nature of the contract, the sector, and the balance of power between the parties. There is no standard answer · but there are common mistakes we know well.

Different sectors, the same contractual rigour

We work with French and Spanish companies across sectors as varied as distribution, technology, industry and services. What these matters have in common: commercial relationships that cross the border, contracts that must function within two legal systems, and real economic consequences if something goes wrong.

Understanding the sector is part of the job. Understanding trade practices, business cycles and market conventions allows us to draft contracts that hold up · not just contracts that read well.