1. Introduction

Competition Law in Vending Machine Concession Exclusivity in Morocco concerns the regulation of exclusive commercial agreements through which companies obtain the right to install, operate, maintain and manage vending machines in particular locations, buildings, institutions or geographical territories.

Vending machine concessions are common in commercial and public environments, including:

Universities and educational institutions.

Airports and railway stations.

Hospitals and healthcare facilities.

Shopping centres and supermarkets.

Government buildings.

Industrial zones and office complexes.

Sports facilities and entertainment centres.

Public transport terminals.

A concession exclusivity arrangement may give one operator the exclusive right to install vending machines and sell products such as beverages, snacks, food, stationery and other consumer goods.

Although exclusivity can encourage investment, improve service quality and simplify management, it can also restrict competition where competing vending operators are prevented from entering commercially important locations.

In Morocco, the principal competition-law framework is Law No. 104-12 on Freedom of Prices and Competition, as amended, particularly by Law No. 40-21.

The central legal question is:

When does an exclusive vending machine concession become a legitimate commercial arrangement, and when does it become an anti-competitive restriction that prevents competing operators from accessing the market?

2. Legal Framework Governing Vending Machine Concession Exclusivity in Morocco

A. Law No. 104-12 on Freedom of Prices and Competition

This legislation provides the main framework for examining restrictive agreements and abuse of dominant positions.

Article 6 – Anti-competitive agreements

Article 6 prohibits agreements and concerted practices that have as their object or potential effect the prevention, restriction or distortion of competition.

In vending machine concessions, problematic arrangements may include:

Competing vending machine operators agreeing to divide universities, hospitals or commercial buildings.

Property owners entering into agreements designed to exclude competing vending companies without legitimate justification.

Competing operators agreeing not to bid for particular concession contracts.

Operators coordinating their prices or commission payments.

Agreements restricting competing suppliers from accessing essential commercial locations.

Arrangements involving artificial territorial allocation between competing operators.

For example, if three competing vending machine companies agree that one will exclusively operate in Casablanca universities, another in Rabat universities and the third in Marrakech universities, this may constitute prohibited market allocation.

Article 7 – Abuse of dominant position

Article 7 addresses abusive practices by undertakings holding a dominant position.

Potential abuses include:

Refusing access to commercially indispensable locations without objective justification.

Imposing discriminatory concession conditions.

Using long-term exclusivity to foreclose competing operators.

Conditioning access to a location on purchasing unrelated services.

Imposing unfair commercial conditions on smaller vending operators.

Using control over an important network of locations to prevent market entry.

Dominance itself is not unlawful. The relevant issue is whether the undertaking abuses its market power.

Article 9 – Exemptions

Article 9 is important when examining exclusive concession agreements that produce genuine economic or technical efficiencies.

An agreement may qualify for an exemption where the statutory conditions are satisfied, including contribution to economic or technical progress, a fair share of benefits for users, indispensability of restrictions and preservation of effective competition in a substantial part of the market.

B. Law No. 20-13 on the Competition Council

Law No. 20-13 establishes the institutional framework of the Moroccan Competition Council.

The Council has responsibilities relating to:

Investigation of restrictive commercial agreements.

Examination of abuse of dominant positions.

Review of economic concentrations.

Competition-related opinions and recommendations.

Protection of competitive market conditions.

C. Public Procurement and Concession Rules

Where vending machine concessions concern public universities, hospitals, government institutions or other public entities, the applicable public procurement and public-domain occupation rules must also be considered.

A public authority may award an exclusive concession through a transparent and objectively justified procedure.

However, the existence of a concession does not automatically make every restrictive contractual provision lawful.

D. Consumer Protection

Law No. 31-08 on consumer protection is also relevant.

Vending machine exclusivity should not be used to create unjustified consumer disadvantages, including excessive prices, misleading product information or unfair commercial practices.

3. Nature of Vending Machine Concession Exclusivity

Vending machine concession exclusivity generally takes several legal and commercial forms.

A. Location-based exclusivity

A university, hospital, airport or shopping centre grants one vending machine operator the exclusive right to install machines throughout its premises.

Example:

A university in Rabat appoints Company A as its sole vending machine operator for five years and prohibits all competing vending companies from installing machines.

Competition-law concern:

If the agreement covers all commercially attractive locations and prevents competing operators from entering the market, it may raise concerns under Article 6 or Article 7, depending on the parties' relationship and market position.

B. Product-based exclusivity

A concessionaire may receive exclusive rights to sell particular products.

Examples include:

Exclusive soft-drink vending.

Exclusive bottled-water vending.

Exclusive snack distribution.

Exclusive coffee vending.

Exclusive packaged-food distribution.

Such arrangements may be legitimate where they reflect a genuine commercial investment. However, exclusivity may become problematic when it forecloses access to important distribution opportunities.

C. Equipment-based exclusivity

A vending company installs its own machines, provides maintenance, supplies inventory and assumes the operational risks.

The property owner agrees that competing companies cannot install alternative machines.

This arrangement may be commercially justified because the operator invests in equipment, technology and maintenance. However, its duration and geographical coverage should be proportionate to the investment.

D. Territorial exclusivity

A group of vending operators may allocate particular buildings, cities or geographical areas among themselves.

For example:

Company A operates vending machines in Casablanca.

Company B operates in Rabat.

Company C operates in Tangier.

If these territories result from independent concession awards, the arrangement is not automatically unlawful.

However, if competing operators agree among themselves not to enter each other's territories, it may constitute market allocation under Article 6.

E. Institutional exclusivity

An operator receives exclusive vending machine rights across an entire institutional network.

Examples include:

A university network.

A hospital network.

A railway station network.

A government office network.

A nationwide chain of shopping centres.

The larger the network covered, the more important it becomes to assess whether competitors retain realistic alternative locations.

F. Long-term concession exclusivity

A property owner grants a vending operator exclusive rights for ten or fifteen years.

Long-term arrangements may discourage competitors from entering the market, especially where the available commercial locations are limited.

The relevant considerations include:

Duration of the agreement.

Market share of the concessionaire.

Availability of alternative locations.

Investment made by the operator.

Possibility of early termination.

Whether exclusivity is necessary to recover investment.

4. Relevant Market Definition

Before establishing an infringement, the Moroccan Competition Council would need to define the relevant market.

A. Product market

Possible relevant markets include:

These markets should not automatically be combined. The analysis depends on whether customers and operators can realistically substitute other services.

B. Geographical market

The relevant geographical market may be:

A particular university campus.

A hospital or institutional network.

A commercial district.

A city.

A regional vending market.

The Moroccan national market.

For example, an airport concession may constitute a distinct competitive opportunity because access to airport premises is controlled and cannot necessarily be substituted by a vending location elsewhere in the city.

C. Market power assessment

The Council should consider:

Number of competing vending operators.

Number of commercially viable locations.

Market shares.

Entry barriers.

Investment requirements.

Access to property owners.

Availability of substitute retail channels.

Network effects and economies of scale.

A vending company may have significant market power even without dominating all vending operations in Morocco if it controls a particularly important network of locations.

5. At Least 8 Important Case Laws

The following comparative European Union judgments are particularly useful for analysing exclusive vending concessions. They are persuasive comparative authorities, not binding Moroccan judgments.

Case 1. Tomra Systems ASA and Others v European Commission (2012)

Most directly relevant case

COURT OF JUSTICE OF THE EUROPEAN UNION · CASE C-549/10 P

Facts:

Tomra manufactured reverse vending machines (RVMs), which collect used beverage containers and process deposits.

The company entered into exclusivity agreements, quantity commitments and loyalty rebate arrangements with customers.

These arrangements made it difficult for competing manufacturers to enter the market.

Legal issue:

Whether exclusivity agreements and loyalty arrangements implemented by a dominant undertaking could constitute abuse of dominant position.

Judgment:

The Court dismissed Tomra's appeal and upheld the finding of abuse involving exclusionary exclusivity arrangements and related commercial practices.

The case concerned the market for reverse vending machines, rather than ordinary beverage vending concessions. Nevertheless, it is especially relevant because it involves vending-related technology and exclusive commercial relationships.

EUR-Lex+1

Application to Morocco:

Suppose a dominant vending machine operator secures exclusive contracts with most Moroccan universities, airports and hospitals.

If those agreements prevent rival operators from obtaining commercially viable locations, the arrangement may raise concerns under Article 7.

Legal principle: A dominant operator must not use exclusivity agreements to foreclose competitors from a substantial part of the market.

Case 2. Van den Bergh Foods Ltd v Commission (2003)

COURT OF FIRST INSTANCE · CASE T-65/98

Facts:

Van den Bergh Foods supplied freezer cabinets to retailers for the storage of its ice cream products.

The retailers were required to use the cabinets exclusively for the company's products.

Competing ice cream suppliers consequently faced difficulties obtaining access to retail freezer space.

Legal issue:

Whether exclusive use of equipment supplied to retailers could restrict competition by creating barriers to entry.

Judgment:

The Court upheld the Commission's decision concerning the restrictive exclusivity arrangements and their contribution to market foreclosure.

The Court considered the economic context, including the cumulative effects of similar agreements and their impact on market accessibility.

EUR-Lex+1

Application to Morocco:

A vending operator may install free machines in shopping centres, hospitals and universities in exchange for exclusive selling rights.

If competing operators cannot obtain alternative locations, the arrangement may restrict market access.

Legal principle: Providing equipment or infrastructure does not automatically justify exclusive commercial restrictions.

Case 3. Delimitis v Henninger Bräu AG (1991)

COURT OF JUSTICE OF THE EUROPEAN UNION · CASE C-234/89

Facts:

A brewery entered into an agreement with a public-house operator requiring the operator to obtain beer and certain other beverages from the brewery and its subsidiaries.

The dispute concerned the restrictive effects of exclusive purchasing agreements.

Legal issue:

Whether exclusive supply agreements could appreciably restrict competition when considered alongside similar agreements throughout the market.

Judgment:

The Court established an important framework for assessing market foreclosure.

It emphasised:

The structure of the relevant market.

The cumulative effects of similar agreements.

The extent to which competitors can access customers.

The position of the contracting parties.

The duration of the agreements.

curia+1

Application to Morocco:

If one vending operator obtains exclusive rights across a large network of Moroccan hospitals and universities, the Council should examine the cumulative effects of similar concessions.

Even individually modest agreements may collectively restrict market access.

Legal principle: The competitive effects of exclusivity must be examined within the wider economic and contractual environment.

Case 4. Hoffmann-La Roche & Co AG v Commission (1979)

COURT OF JUSTICE OF THE EUROPEAN COMMUNITIES · CASE 85/76

Facts:

Hoffmann-La Roche entered into exclusive purchasing agreements and offered fidelity rebates to customers purchasing vitamins.

The arrangements encouraged customers to obtain all or most of their requirements from the dominant supplier.

Legal issue:

Whether exclusivity obligations and loyalty rebates imposed by a dominant undertaking could constitute abuse.

Judgment:

The Court held that exclusivity obligations and loyalty rebates imposed by a dominant company could amount to abusive conduct.

Bailii+1

Application to Morocco:

A dominant vending operator might offer building owners substantial financial incentives in return for agreements preventing competing vending companies from operating on their premises.

If these incentives effectively foreclose rival operators, Article 7 may become relevant.

Legal principle: Loyalty-based commercial arrangements imposed by dominant businesses can restrict competitors' access to customers.

Case 5. Langnese-Iglo GmbH v Commission (1995)

COURT OF FIRST INSTANCE · CASE T-7/93

Facts:

Langnese-Iglo entered into exclusive purchasing arrangements with retailers for ice cream distribution in Germany.

The agreements formed part of a wider network of similar exclusive arrangements.

Legal issue:

Whether a network of exclusive purchasing contracts could restrict competition by preventing rival suppliers from accessing retailers.

Judgment:

The Court upheld the Commission's assessment that the agreements could appreciably restrict competition when considered within the wider market context.

Application to Morocco:

Suppose a vending operator obtains exclusive agreements with a substantial number of shopping centres and educational institutions.

The cumulative effect may prevent smaller vending operators from accessing viable commercial premises.

Legal principle: A network of exclusive distribution agreements can produce market foreclosure even where individual agreements appear commercially ordinary.

Case 6. Schöller v Commission (1995)

COURT OF FIRST INSTANCE · CASE T-9/93

Facts:

Schöller entered into exclusive purchasing agreements involving ice cream distribution through independent retailers.

The agreements were assessed alongside similar arrangements in the relevant market.

Legal issue:

Whether contractual exclusivity could restrict competition when it formed part of a wider system of exclusive distribution.

Judgment:

The Court upheld the Commission's competition assessment concerning the restrictive effects of the exclusive purchasing arrangements.

Application to Morocco:

A vending machine concessionaire that enters into similar exclusive arrangements with numerous property owners may create a network that limits competitors' opportunities.

Legal principle: The combined effects of similar exclusive agreements must be considered when evaluating market foreclosure.

Case 7. Michelin v Commission (2003)

COURT OF FIRST INSTANCE · CASE T-203/01

Facts:

Michelin operated in the tyre market and implemented a system of rebates and commercial incentives for distributors.

The Commission examined whether the system could strengthen the company's dominant position and restrict competitors.

Legal issue:

Whether commercial incentive systems operated by a dominant undertaking could constitute exclusionary abuse.

Judgment:

The Court upheld the finding of abuse concerning Michelin's rebate arrangements.

Application to Morocco:

A dominant vending operator might offer property owners substantial rebates or commission payments conditional on preventing competing operators from installing machines.

If these conditions have exclusionary effects, Article 7 may apply.

Legal principle: Commercial incentives can become abusive where they are designed or capable of restricting effective competition.

Case 8. Intel Corporation v Commission (2022)

COURT OF JUSTICE OF THE EUROPEAN UNION · CASE C-413/14 P

Facts:

Intel granted conditional rebates to computer manufacturers in exchange for purchasing requirements that favoured Intel processors.

The arrangements were challenged as exclusionary conduct by a dominant undertaking.

Legal issue:

How should competition authorities assess whether conditional rebates are capable of restricting competition?

Judgment:

The Court clarified the importance of examining the arguments and evidence concerning the actual or potential exclusionary effects of the challenged rebate arrangements. The matter was remitted for further examination.

Application to Morocco:

If a vending machine company offers unusually attractive commissions to universities or airports in return for exclusive concession rights, authorities should examine the actual competitive effects rather than relying only on the existence of a rebate.

Legal principle: Evidence of exclusionary effects and the economic context are important when evaluating conditional commercial incentives.

6. Specific Anti-Competitive Practices in Moroccan Vending Machine Concessions

A. Exclusive concession agreements

An exclusive concession may be problematic where:

The operator receives exclusive rights over all available premises.

Competing businesses cannot install alternative machines.

The concession covers several commercially important institutions.

The agreement lasts substantially longer than necessary.

The concessionaire controls access to essential commercial locations.

Example:

A company receives exclusive vending machine rights across 25 public universities in Morocco for 12 years.

If the contract prevents all rival operators from competing for those locations, the Council should examine whether the exclusivity is necessary and whether its duration and coverage are proportionate.

B. Market-sharing arrangements

Competing vending machine companies may agree to divide customers or territories.

For example:

Company A receives all university vending contracts.

Company B receives all hospital vending contracts.

Company C receives all airport vending contracts.

If this allocation results from an agreement between competitors rather than independent procurement decisions, Article 6 may apply.

C. Bid rigging in public concessions

Public institutions may invite companies to compete for vending machine concessions.

Potential cartel conduct includes:

Competitors agreeing which company will win.

Companies submitting deliberately uncompetitive bids.

Rotation of successful bidders.

Withdrawal of competing bids.

Agreements to divide subcontracting revenue.

Coordination of concession fees.

These practices can undermine competitive procurement and increase the costs borne by public institutions.

D. Exclusive product arrangements

A vending concession may require an operator to sell products from only one beverage or snack manufacturer.

This may be justified by commercial considerations in certain circumstances.

However, if a dominant manufacturer imposes such arrangements across a large proportion of available vending locations, the cumulative effect may foreclose rival manufacturers.

E. Refusal of access to commercially important locations

A property owner may legitimately decide which operators can use its premises.

However, a dominant operator controlling a network of strategically important locations may face Article 7 scrutiny if it uses its position to prevent rival companies from obtaining access.

This is especially relevant where no realistic alternative locations exist.

F. Bundling and tying

A concessionaire may condition access to vending machine locations on purchasing additional services.

For example:

Mandatory use of its payment platform.

Mandatory purchase of maintenance services.

Mandatory purchase of its inventory-management software.

Mandatory supply of products from affiliated companies.

Such arrangements require examination of market power, commercial justification and exclusionary effects.

G. Digital vending platform exclusivity

Modern vending machines increasingly rely on digital payment systems, cloud-based inventory monitoring and automated replenishment.

Competition concerns may arise when:

A platform operator prevents rival vending machines from connecting.

An exclusive software agreement blocks alternative service providers.

Competing operators exchange commercially sensitive information.

A dominant platform discriminates between independent operators and affiliated companies.

7. Legitimate Business Justifications for Exclusivity

Not every exclusive vending concession violates competition law.

There are legitimate reasons why a property owner may appoint one operator.

A. Investment protection

The concessionaire may invest in:

Vending machine equipment.

Refrigeration systems.

Payment terminals.

Installation infrastructure.

Maintenance facilities.

Inventory management.

A limited exclusivity period may help recover these investments.

B. Operational efficiency

One operator may provide more efficient:

Machine maintenance.

Stock replenishment.

Customer support.

Cashless payment services.

Hygiene management.

Product quality control.

C. Safety and security

Hospitals, airports and government institutions may impose restrictions to ensure security, hygiene and operational consistency.

D. Quality assurance

An institution may require operators to comply with food safety, product labelling, machine maintenance and consumer protection standards.

E. Economic progress under Article 9

An agreement may qualify for the statutory exemption where it generates genuine economic or technical progress, provides users with a fair share of the benefits, imposes only indispensable restrictions and does not eliminate competition in a substantial part of the relevant market.

For example, a three-year exclusive concession may be justified where the operator installs expensive specialised machines and provides substantial maintenance services that the institution could not otherwise obtain efficiently.

However, the justification must be supported by evidence.

8. Public Procurement and Vending Machine Concessions

Public vending machine concessions require particular attention because they involve access to publicly controlled premises.

A. Transparent concession awards

Public institutions should establish:

Clear eligibility criteria.

Published concession conditions.

Transparent evaluation procedures.

Objective technical standards.

Non-discriminatory bidding requirements.

Reasonable concession durations.

B. Dividing concessions into lots

Instead of awarding an entire institutional network to one company, authorities may consider dividing the concession into geographical or operational lots.

For example:

Lot division can increase opportunities for smaller operators, provided that the lots are economically viable and do not create artificial market divisions.

C. Preventing bid rigging

Public institutions should monitor:

Identical pricing patterns.

Repeated allocation to the same companies.

Suspiciously similar bid documents.

Unexplained bid withdrawals.

Undisclosed subcontracting.

Agreements between unsuccessful and successful bidders.

9. Responsibilities of the Moroccan Competition Council

The Moroccan Competition Council should examine vending machine exclusivity through several enforcement approaches.

1. Market investigation

Identify the number of operators, commercially important premises and alternative vending locations.

2. Contractual investigation

Review exclusivity clauses, renewal provisions, termination conditions and non-compete obligations.

3. Dominance assessment

Determine whether a vending company controls an important proportion of viable concession opportunities.

4. Investigation of competitor agreements

Examine whether independent operators have coordinated concession bids or allocated territories.

5. Assessment of foreclosure

Determine whether rival companies can realistically compete for alternative locations.

6. Examination of economic justifications

Evaluate whether exclusivity is necessary to protect investment or improve vending services.

7. Merger control

Review acquisitions involving major vending operators or networks of concession locations where applicable notification thresholds are met.

10. Remedies and Legal Consequences

Where an infringement is established under Moroccan competition law, possible measures include:

The legal consequences must be determined under the applicable statutory provisions and procedural requirements. A concession is not automatically void merely because it contains an exclusivity clause.

11. Competition Compliance Model for Morocco

A vending machine operator or public institution should implement the following safeguards.

Recommended concession structure

A competition-friendly vending concession should ideally contain:

A clearly defined geographical or institutional scope.

An objectively justified exclusivity clause, if required.

A reasonable contractual duration.

Transparent concession fees.

Measurable service-quality requirements.

Fair and objective renewal conditions.

Appropriate termination rights.

Provisions preventing competitor coordination.

Clear rules governing equipment ownership.

Periodic review of competitive effects.

12. Critical Legal Analysis

Vending machine concession exclusivity creates a difficult balance between private investment and competitive access.

On one hand, a vending operator investing in machinery, payment systems, maintenance and replenishment services needs reasonable contractual protection.

On the other hand, allowing one operator to control every commercially attractive location within a university network, airport system or hospital network may create substantial barriers to entry.

The most important comparative judgments are:

Tomra Systems: Dominant vending-related equipment suppliers cannot use exclusionary exclusivity arrangements to foreclose competitors.

Van den Bergh Foods: Exclusive use of supplied equipment may restrict competitors' access to retail locations.

Delimitis: Cumulative effects of similar exclusive agreements matter.

Hoffmann-La Roche: Exclusivity and loyalty incentives imposed by dominant companies may be abusive.

Langnese-Iglo: Networks of exclusive purchasing agreements can restrict market access.

Schöller: Similar exclusive arrangements must be evaluated in their market context.

Michelin: Commercial incentives can reinforce dominant positions.

Intel: Economic evidence concerning exclusionary effects is important.

For Morocco, these principles should be applied through Articles 6, 7 and 9 of Law No. 104-12, as amended.

A particularly important distinction is that Article 6 concerns restrictive agreements and concerted practices, whereas Article 7 addresses abusive conduct by dominant undertakings and undertakings exploiting a situation of economic dependence. An ordinary bilateral exclusivity agreement does not automatically establish either infringement.

13. Conclusion

Competition Law in Vending Machine Concession Exclusivity in Morocco is an important area of commercial and competition regulation involving property owners, vending machine operators, product manufacturers, institutional concessionaires and public authorities.

The principal legal risks include:

Exclusive control over commercially important locations.

Long-term market foreclosure.

Unlawful geographical market allocation.

Bid rigging in concession procurement.

Abuse of dominant position.

Discriminatory access to institutional premises.

Anti-competitive tying and bundling.

Exclusionary digital vending arrangements.

Morocco's competition framework should protect legitimate vending investments while ensuring that exclusive concession agreements do not unnecessarily eliminate competition.

The ultimate objective should be a transparent, efficient and competitive vending machine concession market that encourages investment, protects consumers, supports small and medium-sized operators and prevents the creation of artificial commercial monopolies.

14. Consolidated Legal Authorities and Case Law

Final research note: The eight judgments are comparative EU precedents, not reported Moroccan vending-concession judgments. No claim is made that a Moroccan court has directly decided this precise vending machine exclusivity issue. The analysis applies established comparative principles to Morocco's statutory framework.