The commission is earned as soon as the principal has performed the transaction or should have performed it pursuant to the agreement concluded with the client, or as soon as the client has for his part performed the transaction. It shall be paid no later than the last day of the month following the quarter during which it was e…
Commercial Code
Unofficial translation. The English interface is for information only — only the Arabic text published in the Bulletin Officiel is authentic. Read this page in العربية · Français
In the event of termination of the contract, the commercial agent shall, notwithstanding any contrary clause, be entitled to compensation for the loss he suffers as a result of such termination. He must notify the principal that he intends to assert his rights to such compensation within one year from the termination of the cont…
The contract may impose on the commercial agent a non-competition obligation after the termination of the contract. This clause must concern the geographical area or the determined group of persons as well as the type of goods or services for which he acts as representative under the contract. It shall be valid, notwithstanding any contrary clause, only for a maximum period of two years after the termination of the contract.
Notwithstanding any contrary clause, the provisions of this Title shall apply to any commercial agency contract concluded with an agent established in the territory of the Kingdom. Title III: Brokerage
Brokerage is the agreement by which a broker is entrusted by a person with searching for another person in order to bring them into contact, with a view to the conclusion of a contract. The broker's relations with the parties are governed by the general principles of the contract of hire of work, insofar as they may apply to the brokerage contract and, in addition, by the following provisions.
Even where he is appointed by only one of the parties, the broker is bound, towards each of them, to present the matter with accuracy, precision and good faith and to inform them of all circumstances relating to the matter; he is liable towards each of them for his deceit or his fault.
The broker shall be liable for the effects, objects, valuables and documents entrusted to him and relating to the matters handled by him, unless he proves that they have been lost or damaged by a fortuitous event or force majeure.
Where the sale has taken place by sample, the broker must keep the sample of the goods sold until the goods have been definitively accepted or the transaction completed. He shall not be subject to this obligation if the parties release him from it.
A broker who does not indicate to one of the parties the name of the other contracting party shall be liable for the non-performance of the contract and, by performing it, he shall be subrogated to the rights of that party against the other contracting party.
The broker shall guarantee the authenticity of the last signature affixed to the documents passing through his hands and connected with the matters handled by him, where that signature is that of one of the parties who have dealt through his intermediary.
The broker shall guarantee the identity of his clients.
The broker shall not be liable either for the solvency of his clients, or for the performance of the contracts concluded through his intermediary, or for the value or quality of the objects to which those contracts relate, unless there is deceit or fault attributable to him.
The broker shall be liable for the performance of the obligation, jointly and severally with his client, where, independently of his remuneration, he has a personal interest in the matter.
A broker who has a personal interest in the matter shall be required to inform the contracting parties thereof; in the event of failure to do so, he shall be liable for damages.
The broker's remuneration shall be due as soon as the contract has been concluded through his intermediary or as a result of the indications he has provided to the parties. Where the contract is concluded subject to a suspensive condition, the broker shall be entitled to remuneration only if the condition is fulfilled. If the re…
If the contract is subsequently rescinded, either voluntarily by agreement of the parties or for one of the grounds for rescission provided by law, the broker shall not lose the right to claim his remuneration and shall not have to repay that which he has already received, all unless there is deceit or gross fault attributable to him.
A broker who has knowingly lent his services to unlawful transactions shall not be entitled to any remuneration.
In the absence of any contrary agreement, custom or usage, the broker's remuneration shall be due by the person who entrusted him with handling the matter.
If the amount of the remuneration is not determined by the agreement or by usage, the court shall assess it, either under its own power of assessment or by expert report, according to what is practised for similar services and taking into account the particular circumstances of the matter, such as the time and nature of the work.
When several brokers are appointed by the same instrument, they are jointly and severally liable for performance of the brokerage contract, unless they have the right to act separately.
Where the broker has been appointed by several persons for a common matter, each of them is jointly and severally liable to him for all the effects of the brokerage contract. Title IV: The commission
Commission is the contract by which the commission agent receives power to act in his own name on behalf of the principal. The commission contract is governed by the provisions relating to mandate as well as by the rules hereinafter. Chapter One: The rights of the commission agent
The commission agent acquires the rights resulting from the contract and remains personally bound towards those with whom he has contracted. Third parties may set up against the commission agent all defences resulting from their personal relations. They have no direct action against the principal.
The remuneration of the commission agent is due as soon as the contemplated contract has been concluded with third parties. If the contemplated contract is not concluded, Article 915, 3rd paragraph of the dahir forming the Code of Obligations and Contracts shall apply.
The commission agent, whether buyer or seller, has a privilege over the value of the goods shipped, deposited or consigned to him, by the mere fact of the shipment, deposit or consignment, for all loans, advances or payments made by him, either before receipt of the goods or during the time they are in his possession. The privil…
This privilege exists over the goods in the possession of the commission agent, even if those goods are not the origin of the claim. The commission agent is deemed to have the goods in his possession: 1) when they are at his disposal at customs, in a public warehouse, in his stores, or when he transports them by his own means; 2…
The commission agent must personally execute the orders he receives. He may substitute another commission agent for himself only if that power expressly results from the contract, from usage or from the circumstances. If the commission agent has substituted another commission agent for himself, the latter may rely on the privilege provided for in Articles 425 and 426 only for sums that may be due to him by the first principal.
In the absence of express authorization from the principal, the commission agent may not act as counterparty.
The commission agent is required to disclose to his principal the names of the third parties with whom he has contracted. The principal may exercise directly against the third parties all actions arising from the contract concluded by the commission agent, the latter having been duly summoned.
Where he is a del credere agent, the commission agent guarantees to the principal, jointly and severally with the third parties, the performance of the obligations assumed by the latter. However, the effects of the del credere clause may be limited by agreement. Title V: Leasing
A finance lease contract is constituted, in accordance with the provisions of Article 8 of the dahir portant loi n° 1-93-147 of 15 moharrem 1414 (6 juillet 1993) relating to the exercise of the activity of credit institutions and their supervision, by: 1) any transaction for the leasing of equipment, material or tools which, wha…
In the event of assignment of property included in a finance lease transaction, the assignee is bound, for the duration of the transaction, by the same obligations as the assignor, who remains guarantor thereof.
Finance lease contracts shall provide, on pain of nullity, the conditions under which their termination and renewal may, where applicable, take place at the request of the lessee; the contracts shall also provide the modalities for amicable settlement of disputes that may arise between the contracting parties.
The provisions of the dahir of 18 rabii Il 1372 (5 janvier 1953) relating to the periodic revision of rental prices for premises for commercial, industrial or craft use, those of the dahir of 2 chaoual 1374 (24 mai 1955) relating to leases of immovable property for commercial, industrial or craft use and those of Law No. 6-79 or…
In the event of non-performance by the lessee of his contractual obligations relating to payment of finance lease rentals that have become due, the president of the court ruling in summary proceedings shall have jurisdiction to order restitution of the immovable property on the basis of the report of non-payment. Recourse to the…
Leasing operations are subject to publicity that must permit identification of the parties and of the property that is the subject of those operations. In matters of movable leasing, that publicity is carried out, at the request of the leasing company, in a register opened for that purpose at the registry keeping the commercial…
Modifications affecting the information concerned are published in the margin of the existing registration. If the modification entails a change in the competence of the registry, the leasing company must furthermore have the modified registration carried over to the register of the competent registry.
Registrations regularly made pursuant to the preceding articles take effect on their date. Registrations are cancelled either on proof of the agreement of the parties or by virtue of a decision having force of res judicata. Registrations are prescribed after five years unless renewed.
The registrar shall issue to any applicant, in copy or by extract, the statement of registrations.
If the publicity formalities provided for by the preceding articles have not been completed, the leasing company may not set up against the creditors or successors for valuable consideration of the lessee its rights, ownership of which it has retained, unless it establishes that the interested parties had knowledge of those rights.
In matters of immovable leasing, the lease contract and any modification made to it are published at the land registry in accordance with the provisions of the dahir of 9 Ramadan 1331 (12 August 1913) on the registration of immovable property.
Failure to publish the contract renders it unenforceable against third parties. Title VI: Transport Chapter One: General Provisions
Subject to the international conventions to which the Kingdom of Morocco is a party, the contract of transport is the agreement by which the carrier undertakes, for a price, to itself bring a person or a thing to a determined place. The contract of transport is governed by the general rules of the contract for work and labour and the provisions below.
The rules of the contract of transport apply where a trader who is not a habitual transport undertaking occasionally and for consideration undertakes to transport persons or things. Chapter II: Transport of Things
The consignor must deliver a transport document to the carrier, if the latter requests it; but the contract is perfected between the parties by their consent and by delivery of the thing to the carrier, even in the absence of a transport document.
The consignee, if it is distinct from the consignor, is bound by the obligations arising from the contract of transport only by its acceptance, express or tacit, given to the carrier.
The transport document must be dated and signed by the consignor. It must state: 1) the address of the consignee and the place of destination with the mention 'to order' or 'to bearer' where applicable; 2) the nature, weight, volume, capacity or number of the things to be transported and, if they are in packages, the quality of…
The carrier must return to the consignor a duplicate of the transport document, signed by it. If the document is to order or to bearer, the endorsement or delivery of the duplicate subscribed by the carrier transfers possession of the things to be transported. The form and effects of the endorsement are governed by the rules est…
The carrier has the right to record on the transport document or by separate document the condition of the things to be transported at the time it receives them. If it accepts them without reservation, they are presumed to present no external defect of packaging. As for defects that cannot be recognized externally, the carrier i…
The carrier must dispatch the things to be transported in the order in which it received them, unless by their nature or destination, or for other reasons, it is necessary to follow a different order, or the carrier is prevented by a fortuitous event or force majeure.