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To distribute in Spain, a foreign company first chooses the channel its customer already buys through, then the partner that controls access to that channel, and finally a contract with agreed territory, targets and data, governed with action sheets, a period committee and a scorecard. A Spanish lawyer closes the legal side.

Author
Marcos Castaño
Published
Reading time
19 min

Key points

  1. 01In Spain you don't open a channel: you rent the access of a partner who is already inside, and the result depends on how you govern that partner after signing.
  2. 02The map is territorial and specialized: there is almost never a single channel or partner for all of Spain, but a combination by segment and region activated in waves.
  3. 03Choose the partner on verifiable criteria with weights set in advance; references from its suppliers say more than references from its customers.
  4. 04Exclusivity is a currency: grant it in exchange for targets, resources and data, with a trial period and within the EU framework for vertical agreements.
  5. 05A joint plan, action sheets, a period committee and a scorecard against baseline turn a distributor into a channel you can govern remotely.

01The thesis: in Spain you don't buy a channel, you buy access, and access is either governed or lost

A foreign company entering Spain usually asks which channel is best. The useful question is where its customer already buys and who controls that access. A maintenance manager in the Vallès industrial belt near Barcelona, or a category buyer at a retail buying group, already has suppliers, routes and habits. You don't open a channel. You rent the access of someone who is already inside.

The thesis: your customer picks the channel, you pick the partner, and the result depends on how you govern that partner after signing. Entries that stall rarely fail at channel choice. They fail on day 91: contract signed, exclusivity granted, first order shipped, and nobody has a joint plan, sell-out data from the end customer or a meeting where anything gets decided.

A distributor with no targets, no data and no committee is not a channel. It is a warehouse with your logo in its catalog.

This guide is written for the leadership of a company from the United States, the Dominican Republic or any other country that is entering Spain. Contracts, tax and regulation are closed by a Spanish commercial lawyer and your tax advisor; this guide only points to where to look.

If you are coming from our guide to distribution channels in the Dominican Republic, reset your expectations. In the Dominican market, the traditional channel and a handful of distributors dominate. In Spain the map is more fragmented by territory and specialty, more formalized by contract and regulation, and the buyer demands more proof before listing a product.

02How is distribution organized in Spain?

Two traits define the map.

The first is territoriality. Spain has seventeen autonomous communities and a commercial tradition built on regional branches (delegaciones): Catalonia, Madrid and the center, the Levante (Valencia and Murcia), Andalusia, the North and Galicia work as separate markets with their own distributors and habits. Many industrial and foodservice distributors are strong in one or two regions and marginal everywhere else. The Canary Islands also have their own tax regime, which your advisor should review before you put them in the same contract as the mainland.

The second is specialization. In B2B there are distributors by technical family (electrical supplies, industrial supply, HVAC, professional hardware). In consumer goods the circuits are nearly sealed off from each other: large-scale retail, HORECA (hotels, restaurants and cafés), pharmacy, specialty stores and e-commerce. A partner who excels in one circuit is usually irrelevant in the next.

TraitWhat it means for youTypical mistake
TerritorialityA "national" partner may in practice be strong in two regionsGranting national exclusivity to someone who only covers their own region
SpecializationA partner is worth the accounts it serves, not its sizePicking the largest distributor in the sector even if it doesn't reach your segment
FormalizationContracts, payment terms and sector regulation weigh more than in other marketsSigning with a template from another country without local review
Demand for proofThe buyer asks for references, technical data sheets and cases in their own languagePresenting material that is translated but not adapted

That is why there is almost never a single channel or a single partner for all of Spain. There is a combination by segment and region, activated in waves. How the buyer decides inside each account is covered in how Spanish companies buy.

03Which B2B channel fits a foreign company?

In B2B there are five models, and they combine: industrial or technical distributor, wholesaler, commercial agent, integrator or software partner, and direct sales with regional branches. The table shows when each one fits and what it costs you in control.

ModelWhen it fitsWhat it bringsWhat it takes from youWarning sign
Industrial or technical distributorCatalog product, replenishment, technical advice needed in the saleAccount portfolio, stock, customer credit, technical sales repsDirect contact with the end user and part of the marginRefuses to share sales data by customer
WholesalerHigh-turnover product, little consultative selling, highly fragmented customersReach and logisticsAlmost all control over price and positioningAsks for terms without committing to assortment or visibility
Commercial agentConsultative selling to a limited number of accounts, product that needs no local stockRelationships and account knowledge with no fixed headcount costPart of the relationship, which stays with the agentAsks for national exclusivity with no targets or reporting
Integrator or software partnerA solution that is implemented, configured or combined with othersProject delivery, implementation and first-line supportPart of the value proposition, which the customer credits to the partnerSells your product only when it has already won the project
Direct sales with regional branchesHigh ticket, long cycle, few large accounts, need to control the experienceFull control of message, price and dataFixed cost, ramp-up time and Spanish employment contractsHiring regional reps before the segment is validated

Three criteria drive the choice.

  1. Who the customer needs beside them when they buy. If they need a technician, an installer or an integrator, that is your channel.
  2. How much consultative selling your product requires. The more explaining it takes, the less useful a wholesaler is.
  3. How much control you need over price and data. If you live on renewals or cross-selling, the intermediary has to sign up to share end-user data.

The sensible setup is usually one primary model per segment plus one supporting model. For example, a technical distributor per region for replenishment and an agent for the accounts you don't want to leave in anyone else's hands. The mistake is building regional branches before you know which segment buys.

04What if you sell consumer goods: large-scale retail, HORECA, pharmacy or e-commerce?

In consumer goods, the circuit is chosen by the moment the consumer buys your category.

CircuitEntry pointWho your partner isWhat they demandWhen to start with this circuit
Large-scale retailListing at the buying office of each chain or groupYou, or a broker or agent specialized in the chain; a logistics operatorCategory plan, service capacity, in-store investment and dataA brand with proven demand and the financial capacity to sustain turnover
HORECARegional food and beverage distributors and channel wholesalersOne or several distributors per regionYour own sales support, materials, training for floor staffA product that wins through recommendation and trial, priced to carry the chain's margins
Pharmacy and parapharmacyPharmaceutical wholesale distribution and pharmacy sales visitsA sector distributor and your own or an outsourced field forceHealth registration or notification depending on the product, a pitch built for the pharmacistA product whose natural prescriber is the pharmacist
E-commerce and marketplacesYour own store, general marketplaces and distributors' marketplacesA logistics operator and sometimes a marketplace managerService, reviews, pricing consistent with the other channelsMarket testing, a scattered niche or a category already bought online

Large-scale retail and buying offices

The listing decision is made at the buying office of the chain or group, and the stores execute. Getting listed is not selling. It is a commitment that the product will turn on its assigned shelf space, backed by planned promotional investment. If your product is food, the Food Supply Chain Act (Ley 12/2013) requires food contracts above a certain amount to be formalized in writing: your lawyer should review that contract before you negotiate terms.

HORECA through regional distributors

A HORECA distributor delivers what the venue orders, and your brand competes with many other references in its catalog. If nobody creates demand in the venues, the distributor won't push it. The model that works is mixed: the distributor delivers and collects; you, or whoever you hire, open accounts, train staff and activate.

Pharmacy

The Act on guarantees and rational use of medicines reserves dispensing of medicines for human use to authorized pharmacies and limits distance selling to non-prescription medicines, always through a pharmacy. If you sell a medicine, the law sets the channel. If you sell dermocosmetics or supplements, the pharmacy is a commercial choice, and a specialist should confirm your product's regulatory classification before you design anything.

E-commerce and marketplaces

Online serves two purposes that should not be mixed: testing demand at low risk, or being your main channel. If it is a test, decide in advance which data point will make you decide. If it is the main channel, the problem is service and price consistency with your distributors, who will see your online price before they see your price list.

05How do you choose a distributor in Spain?

The candidate most eager to sign is rarely the best one. Often it is the one with the emptiest portfolio. We propose five steps, each with its own deliverable, before any negotiation.

  1. Define the segment and region of the first wave. Deliverable: one page with the segment, target accounts and priority regions, taken from the winnability matrix.
  2. Build the long list of candidates. Deliverable: eight to fifteen candidates per region and circuit, with who recommends them and which accounts they reach. The best source is your target customers: who they buy from today. Then trade fairs and industry associations.
  3. Filter with verifiable criteria. Deliverable: the table below, filled in with evidence, not impressions.
  4. Interview three finalists with the same script. Deliverable: minutes recording what each promises in accounts, resources and data.
  5. Ask their suppliers for references, not just their customers. Deliverable: two calls per finalist with brands it distributes or has stopped distributing.
CriterionHow to check itRed flag
Real access to your target accountsList of accounts it serves today, cross-checked against your target listTalks about sectors, never about accounts
Effective territorial coverageWhere it has sales reps, a warehouse and an active portfolioAsks for all of Spain and is strong in one region
Portfolio fitWhich brands it carries and whether any compete or complementCarries a direct competitor and says it doesn't matter
Technical and sales capacityHow many people it would dedicate, with what trainingThe managing director will do everything
Willingness to share dataWhether it accepts reporting sales by customer and by SKUOnly offers aggregated purchase data
Financial healthCredit report and payment terms with its own suppliersAsks for terms it cannot sustain
Track record with other brandsReferences from current and former suppliersNo brand has lasted more than two years with it

The weights depend on your model. If you live on recurring revenue, data weighs more than coverage; if you sell projects, technical capacity weighs more. Set the weights before you meet the candidates, not after.

06Exclusive distributor in Spain: when to grant territorial exclusivity and when not to

The candidate will ask for exclusivity, almost always over more territory than it can work. Exclusivity is a currency: you grant it in exchange for measurable commitments and take it back if they are not met.

OptionWhen it makes senseWhat you ask in returnRisk
Broad territorial exclusivityA partner with proven coverage across the whole territory and a product that requires the partner to investMinimum targets per period, dedicated resources, sales data, a joint planA locked territory if the partner underperforms
Exclusivity by regionPartners strong in one or two autonomous communitiesThe same, region by regionOverlaps with customers that have sites in several regions
Exclusivity by channel or segmentOne partner for industry, another for installers, another for the public sectorA precise definition of each partner's customerConflicts when a customer fits two segments
Reserved accountsYou want to serve the large accounts directlyA closed list of accounts and a commission rule if the partner takes partThe list gets reopened at every renewal
No exclusivityReplenishment product with many points of saleEqual terms for everyone and clear pricing rulesNobody invests in your brand

We always recommend a trial period before the exclusivity is consolidated, and minimum targets whose breach lets you shrink the territory or remove the exclusivity.

Regulation (EU) 2022/720 on vertical agreements exempts these agreements when the supplier's and the buyer's market shares each do not exceed 30 % of the relevant market. It allows restricting active sales into an exclusive territory allocated to a maximum of five distributors and, as a general rule, does not cover restrictions on passive sales or non-compete clauses that are indefinite or longer than five years. In practice: you can stop your Catalonia distributor from running campaigns in Andalusia, but not from serving the Andalusian customer who calls it. The drafting belongs to your lawyer; how much territory you grant and in exchange for what is your decision.

07Commercial agent or distributor in Spain? The agency contract

The distributor buys your product, resells it at its own margin and carries the collection risk. The commercial agent promotes, and sometimes closes, transactions on your behalf in exchange for a commission: the customer is yours, the invoice is yours and so is the collection risk, unless expressly agreed otherwise.

AspectCommercial agentDistributor
Who invoices the customerYouThe distributor
Who sets the final selling priceYouThe distributor, within the limits of competition law
Collection riskYours, unless agreed in writingThe distributor's
Stock and logisticsYoursThe distributor's
End-customer dataYou have it through the invoice itselfOnly if agreed
Exit costSet by lawDepends on the contract and on case law

In Spain the agency contract is governed by Law 12/1992 of 27 May on Agency Contracts. Three points to know before signing, always reviewed by a Spanish commercial lawyer:

  • Notice period. For open-ended contracts the law sets one month's notice per year in force, up to a maximum of six months (Article 25).
  • Goodwill indemnity. If the agent has brought in customers or significantly increased business with existing ones, on termination it may be entitled to an indemnity that the law caps at the annual average of its remuneration over the last five years, or over the whole period if shorter (Article 28).
  • Post-termination non-compete. It can only be agreed in writing and for a maximum of two years, or one year if the contract lasted less than two (Article 20).

An agent is cheap to keep and expensive to let go if it has done its job well, and that is fair: it has built you a customer portfolio that belongs to you. What makes no sense is hiring an agent with no targets or reporting and discovering years later an accumulated exit cost without knowing what it contributed. The agent is governed with the same system as the distributor.

08Margins and terms: what gets negotiated besides price

We won't give you a reference margin per channel. It varies by sector, category and the partner's role, and a generic percentage would have you negotiating against someone else's number. What we can give you is the structure: the partner's margin is the sum of several terms, and each one should be tied to something the partner does.

TermWhat the partner asks forWhat you ask in return
Discount off list priceAs much as possible, locked in upfrontA base discount plus a tier conditional on targets
Volume rebate (rappel)Scaled from the first euroTiers that start above the agreed baseline
Promotional contributionA fixed percentage of purchasesA fund tied to specific actions, each with an action sheet and a result
Payment termsAs long as possibleTerms within the law, and an early-payment discount if cash matters to you
Stock and assortmentBuy little, and only to orderMinimum assortment per SKU and a service level
ReturnsFree return of whatever doesn't turnReturn rules for expiry or defects, not for lack of sales
DataNone, or aggregated purchasesSales by customer and SKU at the agreed cadence

On payment terms, the Late Payment Act (Ley 3/2004 de lucha contra la morosidad) sets a default of thirty calendar days for business-to-business transactions when no other term is agreed, and prohibits agreeing more than sixty. Your advisor will tell you how it applies to your case.

Always measure net realized price: list price minus discounts, rebates, contributions, returns and cost to serve. And sort out your price list before handing out terms: if the product is on a marketplace, with distributors and in direct sales, final prices have to be consistent. Price tiers and lists are developed in our B2B pricing strategy guide and on pricing and packaging.

09How do you govern a distributor after signing?

The contract sets the frame; the governance system decides the result. It is designed before signing so the partner knows what it is getting into. It has three parts.

1. A joint plan per period

A short document, signed by both parties, with the target accounts for the period, end-customer sales targets, planned actions and the resources each side commits. It is not a business plan. It is what both of you commit to doing in the period.

2. Action sheets

Every relevant action is written up on an action sheet. The sheet turns a promotional contribution into an investment with an owner.

Sheet fieldExample content
ActionTechnical workshop for installers in the partner's region
Accounts or segmentInstallers with more than one technician, list attached
Owner of executionThe distributor's sales manager
Contribution from each partyBrand: speaker and materials. Distributor: invitations and venue
Indicator and deadlineNew accounts with a first order in the following period
ReviewPeriod committee

3. Period committee

A meeting with a fixed agenda and an agreed frequency, where the scorecard is reviewed, sheets are closed or reworked, and decisions are made. It is our period committee tool, and its rule is that it decides: every meeting ends with written decisions, owners and dates.

Alocallao is a strategic marketing and commercial planning consultancy that directs companies' entry into Spain, the Dominican Republic and the United States. At this stage our role is specific: we design the joint plan, write the sheets, prepare and chair the committee remotely, and say no when an action has no indicator. The partner sells; we direct the system. The client decides. We direct. Third parties execute. It is the piece almost no foreign company has covered, because its leadership sits several time zones away and a distributor does not govern itself.

10The channel scorecard

The channel scorecard answers three questions: whether the product gets in, whether it sells through, and whether it makes you money. Every indicator is measured against a signed baseline set at the start, not against each party's intuition.

IndicatorWhat it answersChannel where it matters mostSource
Sell-in (sales to the partner)How much the partner buysAllYour invoicing
Sell-out (sales to the end customer)How much actually sells throughDistributor, large-scale retail, HORECAPartner report or chain data
Active and new accountsWhether the partner opens the market or just takes ordersTechnical distributor, HORECAPartner report
Target-account coverageWhat share of your target list already buysB2B, HORECAYour list cross-checked against the report
Point-of-sale presenceWhether you are on the agreed shelves and SKUsLarge-scale retail, pharmacyAudits or chain data
Opportunities opened and wonWhether the agent or partner generates new businessAgent, integratorShared CRM or report
Days of stock at the partnerWhether there is a risk of stockouts or overstockDistributor, wholesalerPartner report
Net realized priceWhether the channel makes you moneyAllYour invoicing and your terms

Don't start with all eight. Pick three or four per partner, the ones tied to a decision you can make, and require the data to arrive at the agreed cadence. If a partner cannot give you sell-out data, that is a risk for the first committee, not a footnote.

11Two illustrative scenarios

Both cases are hypothetical.

A US manufacturer of industrial sensors

Take a United States company that makes sensors for predictive maintenance and sells through its own sales team. In Spain its customer is the maintenance manager at mid-sized plants, who buys from a usual technical distributor and wants help with installation. The first wave: food and chemicals in Catalonia and the Levante.

The reasonable move is not to replicate its field reps. It is one technical distributor per region with exclusivity conditional on targets and a trial period, an integrator for full-plant projects, and a list of reserved large accounts. The scorecard starts with new accounts, target-list coverage and net price. The rest of the method is in adapting a US sales playbook to Spain and in the US to Spain corridor.

A Dominican brand of sauces and seasonings

Now take a company from the Dominican Republic with a line of sauces. The temptation is large-scale retail, but without proven demand a listing requires in-store investment that is hard to sustain.

The prudent move is to start with HORECA in two cities, with a regional distributor in each, an agent who opens Caribbean-cuisine restaurants, and an online channel to measure repeat purchase. If turnover and repeat purchase support the thesis, the second wave goes to specialty stores and then to a chain. The Dominican Republic to Spain corridor covers the rest of the entry.

12Common mistakes and their cause

  • Granting national exclusivity to the first eager partner. The cause is the rush to have someone in the market; the effect is a territory locked for years.
  • Choosing the partner by size. The cause is confusing capacity with priority. Ask where you would rank in its portfolio.
  • Signing with your home country's contract template. The cause is treating the contract as paperwork, when the rules on agency, competition, payment and your sector are Spanish and European.
  • Not agreeing on data. The cause is fear of asking during the negotiation, exactly when it is easiest to get.
  • Paying contributions without an action sheet. The cause is having no governance system. No sheet, no contribution.
  • Translating material instead of adapting it. The Spanish buyer asks for cases, data sheets and references in their own context. The cause is assuming the message works unchanged in a new market. You need a local layer in the playbook.
  • Measuring only sell-in. Sell-in rises with the first order and misleads you for a year. The cause is that it is the only number you get without asking for anything. Measure sell-out and net price.

13What to do this week

  1. Write one page on where your customer buys in Spain today. Circuit, partner type and, if you can, the names of who three target accounts buy from. If you don't know, that is the first task.
  2. Choose the segment and region of the first wave. One combination, not all of Spain. Write down why that one and not another.
  3. Set your partner evaluation criteria and their weights before speaking to any candidate, using the table in this guide as a base.
  4. Draft your non-negotiable minimum terms: sales data by customer, targets tied to exclusivity, reserved accounts and committee cadence.
  5. Ask a Spanish commercial lawyer for an upfront review of the contract model you plan to use, agency or distribution, before sending it to anyone.

Frequently asked questions

The one your customer already uses to buy your category: in B2B, a technical distributor, agent or integrator depending on how much consultative selling the product needs; in consumer goods, HORECA, pharmacy, large-scale retail or e-commerce depending on the moment of purchase. There is almost never a single channel for all of Spain.

It depends on who you want to own the customer and the risk. With an agent you invoice and the customer is yours, under Law 12/1992, which provides for notice and a goodwill indemnity. A distributor buys, resells, carries stock and collection and controls the relationship. Consultative selling to few accounts: agent. Replenishment with stock: distributor.

Only in exchange for measurable commitments: minimum targets per period, dedicated resources and sales data, with a trial period and a clause that lets you shrink the territory if they are not met. EU rules on vertical agreements allow restricting active sales into an exclusive territory but not passive sales; a lawyer does the drafting.

There is no percentage that works for every sector. The partner's margin adds up discount, rebate, contributions, payment terms and returns, and each term should be tied to something the partner does. What you need to measure is your net realized price by channel.

Spain's Late Payment Act (Ley 3/2004) sets thirty calendar days when no other term is agreed and does not allow agreeing more than sixty in business-to-business transactions. Your advisor will confirm how it applies to your specific operation.

With a governance system agreed before signing: a joint plan per period, action sheets for every investment, a committee with written decisions and a scorecard of three or four indicators measured against a baseline. All of it can be directed remotely if the data arrives at the agreed cadence.

Written by

Marcos Castaño

Partner. Strategy consultant.

Spanish consultants with experience in the Spanish, US and Dominican markets. Each project is led by one partner from start to finish.

About the team

Choose the channel by your customer and govern the partner from day one.

In the diagnostic we review how your customer buys in Spain, prioritize segment and region, evaluate candidates with you, and have the joint plan, action sheets and scorecard designed before you sign.

Book a diagnostic