Key products and exclusivity: don't let them tie your hands.

When key products draw a fine line between strategy and conflict

In the world of HORECA distribution, there are certain products that change everything. We are talking about key products: fast-moving lines, instantly recognisable to consumers, that can make the difference between winning or losing an account.

These products help you to:

✅ Win new customers with an irresistible offer.
✅ Protect your existing customers against competing distributors.
✅ Offer a complete service to those who already buy almost everything from you… except that one product they find cheaper through another channel.

the problem: exclusive deals that tie your hands 🚧

Many distributors sign exclusive agreements with brands that later trip them up:

• The manufacturer itself leaks the product outside the official channel and wrecks prices.
• The very same product appears on distribution platforms at a lower price.
• If you buy elsewhere to defend your margin, the brand accuses you of breaching the contract.

is an exclusive deal that makes you lose money legal? ⚖️

The CNMC (Spain's National Markets and Competition Commission) and the courts are clear: exclusivity is only valid if it protects the market, not if it strangles it.

• Ley de Defensa de la Competencia (Spanish Competition Act, art. 1): prohibits agreements that restrict competition (for example, forcing you to pay more while others sell for less).
• EU Regulation 2022/720 (art. 4): if market share exceeds 30%, blocking sales outside your territory is not permitted.
• Código Civil (Spanish Civil Code, art. 1255): parties are free to agree contracts, but those contracts cannot impose losses on you or break the law.

in a nutshell: if the brand requires you to buy at a high price while selling cheaply through other channels, the clause is void or, at the very least, open to renegotiation.

SOME precedents that side with the distributor 📜

• STS (Spanish Supreme Court judgment) 317/2017, of 19 May: the supplier cut off supply without reasonable notice; the court awarded goodwill compensation and an obligation to buy back the stock.
• STS 305/2007, of 22 March: the manufacturer was selling through parallel channels at a lower price; goodwill compensation and loss of profits were awarded.
• CNMC Resolution of 6 February 2020 (Case S/DC/0630/18): the authority ordered the removal of restrictions that prevented online sales outside the official channel

goodwill compensation: money that compensates you for the customers you generated for the brand.

what can you do as a distributor? 🧠

1. Review your contracts: look for clauses that restrict you without giving you anything in return.
2. Document leaks: screenshots of marketplaces, parallel offers, etc.
3. Keep a record of alternative prices: they will be your proof that the exclusive deal is harming you.
4. Negotiate with the facts in hand: remind the brand of previous cases and the possible penalty.

And if you need the key product without breaking your structure, RED PARALELA makes it easy, with confidentiality and legal backing.

conclusion: strategy, not submission 🎯

An exclusive deal should not be your prison.
A brand that competes on several fronts cannot demand blind loyalty.
Defend your margin, your customer portfolio and your reputation with the tools (and the case law) that are already on your side.

Does this situation sound familiar? Not sure how to act?
Write to us. We are listening.