Sales contracts are essential to formalize agreements between companies and individuals. However, in a business environment, any breach can result in significant financial consequences and disputes that affect the commercial relationship.
Therefore, as lawyers specialized in contract breach claims, we explain what is considered a breach of a sales contract and how you can protect your rights through an effective legal claim.
What is considered a breach of a sales contract between companies?
A breach of a commercial sales contract occurs when one of the parties fails to comply with the agreed obligations, directly affecting companies or corporate groups. This may appear in several ways:
- Late delivery or breach of deadlines: the goods or services are delivered outside the timeline established in the contract.
- Defective product or insufficient performance: what is delivered does not meet the specifications, qualities or conditions agreed between the companies.
- Non-payment: the other company does not pay the agreed amount, generating an unpaid debt between businesses.
In all these cases, the breach may be total, partial, faulty or anticipated, and each requires a proper legal assessment. For this reason, having a lawyer specialized in contractual breach will help classify the situation correctly and determine the right strategy to file a commercial claim, demand compensation, or terminate the contract with full legal certainty.
Rights of the creditor or buyer in case of commercial contract breach
When a commercial contract breach occurs, the affected party has several legal options:
- Demand fulfilment: require the other company to comply with the agreement, delivering goods or services as established in the contract.
- Contract termination: cancel the contract in cases of serious breach, recovering deposits, advance payments or amounts delivered, together with the applicable legal interest.
- Compensation for damages: claim compensation for additional expenses, financial losses, lost profits or costs derived from the breach.
Article 1,124 of the Spanish Civil Code allows companies to request fulfilment of the contract or termination with compensation. In cases involving companies or responsible administrators, it is also possible to assess personal liability of company directors if there has been fraudulent or negligent conduct. Having a lawyer specialized in commercial claims and sales contracts ensures that your rights are correctly exercised and that the claim is solid should it reach the courts.
How to legally claim a breached contract
There are two main ways for companies or commercial entities to claim either fulfillment or compensation for damages suffered due to a breach of a sales or commercial contract:
Out-of-court claim between companies
Before going to court, it is advisable to attempt a friendly solution:
- Send a registered letter or certified communication demanding fulfillment of the contract or payment of the pending amount.
- Direct negotiation or payment agreements, which may include acknowledgment of debt or temporary modification of deadlines and conditions.
In many cases, a well-managed out-of-court claim drafted by a commercial lawyer can achieve compliance without resorting to litigation, avoiding interest, legal costs, and deterioration of the commercial relationship.
Judicial claim
If the friendly approach fails, the company can initiate a commercial judicial claim to demand fulfillment or the corresponding compensation. Depending on the type of contract and amount involved, different procedures apply:
- Payment order procedure, for claims of liquid, due and enforceable amounts, usually under €30,000.
- Ordinary commercial trial, for more complex claims or higher amounts, such as serious supply breaches, defective deliveries, or inter-company non-payments.
- Precautionary measures, such as preventive seizures or securing the debtor’s assets, especially useful in cases of insolvency risk or asset depletion.
In these claims, companies usually need to prepare detailed documentation and solid evidence proving the breach and the damages caused. A well-organized file from the beginning increases the likelihood of successful credit recovery.
Documentation for filing a claim for breach of sales contract
To initiate a claim for breach of sales contract, it is essential to gather all documentation that proves the existence of the contract, the breach, and the resulting damages. The more complete the evidence, the higher the chances of success in the commercial claim.
The most common documents a company should collect include:
Remember that a lawyer specialized in commercial contracts can guide you on the specific documentation to provide based on your case and ensure all legal requirements are met from the start of the procedure.
Prevention and best practices to avoid conflicts in commercial contracts
The best way to protect against breaches is to anticipate them:
- Clear drafting of contract clauses: deadlines, quality, payments, penalties, and termination conditions.
- Credit guarantees and insurance: ensure debt collection and minimize risks.
- Documentary record-keeping: keep emails, quotes, and written agreements.
Implementing these measures reduces the likelihood of conflicts and can make the difference between a complex dispute and a solid, secure commercial relationship.
Frequently Asked Questions
It depends on the procedure and complexity of the case. A summary trial may be resolved in 6-9 months, while an ordinary procedure can exceed one year.
Yes. The out-of-court route is usually faster, less expensive, and maintains the commercial relationship in better conditions.
In these cases, a credit claim can be filed in the insolvency proceedings, or the administrator’s liability may be assessed if there was fraudulent or negligent conduct. A prior analysis allows determining the real collection options.
You can expand this information in our blog article about how to claim debts from dissolved companies.
Yes. Even if the breach is not total, the affected company can claim damages for delays, defects in delivery, or any breach that caused verifiable economic losses.
Free lawyer consultation – Experts in contract breach claims
Request a free consultation with our lawyers specialized in inter-company non-payments in Barcelona. We will analyze your case and guide you step by step to recover your credit, claim compensation, or terminate the contract with full legal security.
At BUFET GÓMEZ FERRÉ we operate under a success-based lawyer model, with fees adapted to the outcome and the circumstances of each client, offering transparency, efficiency, and real legal solutions to protect your company’s interests. Do not hesitate to contact us, without any obligation.