Rules for the standard clauses companies impose in contracts

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1. General contracting conditions are clauses drafted in advance and imposed by one party, meant to be used in many contracts. The law applies when a professional contracts with any individual or legal entity, who may or may not be another professional.
2. For a general condition to become part of the contract, the adhering party must be told about it, receive a copy, and accept it, with signatures from all parties. Clauses that cannot really be known, or that are illegible, ambiguous or obscure, are not incorporated.
3. Conditions that harm the adhering party by contradicting the law or other mandatory rules are void, as are abusive clauses in consumer contracts. Voiding some clauses does not void the whole contract if it can survive without them.
4. A Registry of General Contracting Conditions is created, managed by a Property and Commercial Registrar. Registration is generally voluntary, but the Government can make it mandatory in specific sectors, and anyone can consult its contents.
5. The law regulates collective actions to stop the use of general conditions that break the law: cessation, retraction and declarative actions. Consumer associations, chambers of commerce, professional bodies, the Public Prosecutor and other entities can bring them; cessation and retraction actions expire two years after registration.
6. The General Law for the Defense of Consumers and Users is amended: abusive clauses are defined, and a list of situations deemed abusive is added, such as imposing unsolicited services or making the consumer pay costs that belong to the professional.

Who it affects

• Professionals and companies using pre-drafted clauses in their contracts: They must meet the incorporation and drafting requirements, and a clause can be declared void or its use banned.
• Consumers and anyone signing a contract with general conditions: They can ask a court to exclude a clause or declare it void, and unclear clauses are interpreted in their favor.
• Consumer associations, chambers of commerce, professional bodies and the Public Prosecutor: They can bring collective cessation, retraction and declarative actions.
• Notaries and Property and Commercial Registrars: They must inform about the law, ensure incorporation requirements are met, and refuse to notarize or register clauses declared void for being abusive.

Words worth knowing

Condición general de la contratación (general contracting condition)

A clause drafted in advance by one party and used the same way in many contracts, without negotiation.

Cláusula abusiva (abusive clause)

A non-negotiated clause that, against good faith, seriously and unfairly harms the consumer.

Contrato de adhesión (adhesion contract)

A contract where one party simply accepts what the other has already drafted.

Acción de cesación (cessation action)

A collective lawsuit to make a professional stop using void clauses.

Nulidad de pleno derecho (automatic nullity)

The clause is considered void from the start, with no need for anyone to challenge it first.

It summarizes the law as published in the BOE. It is written by artificial intelligence and may contain mistakes: the official text is what counts. Read the official text · How we make summaries