When “margin guarantees” and “price moderation” on a B2B marketplace add up to resale price maintenance

Vertical price fixing remains a core enforcement priority for the Bundeskartellamt. A recent decision in the tyre wholesale sector is a reminder that resale price maintenance does not need an explicit fixed or minimum resale price to be unlawful – recommended prices, margin guarantees and platform-based price monitoring can add up to the same thing. The case also shows that buyers who help design and enforce such arrangements can find themselves fined alongside the supplier.

What happened

In July 2026, the Bundeskartellamt imposed fines totalling EUR 11.9 million on the supplier Maxxis International GmbH (“Maxxis”), the wholesalers Best4Tires Berlin GmbH (“Best4Tires”) and Reifen Müller GmbH & Co. KG (“Reifen Müller”), and one individual, for vertical price fixing in the distribution of Maxxis and CST branded tyres on the German tyre wholesale market.^[1] Maxxis is the exclusive German importer of tyres manufactured by the Taiwanese producer Cheng Shin Rubber. The case was triggered by a leniency application from a rival wholesaler.

Two mechanisms, one objective

The authority identified two overlapping tools used to maintain resale prices.

The first was a set of so-called “margin guarantee agreements”. From the turn of 2015/2016, under commercial pressure from the two fined wholesalers, the supplier Maxxis agreed to guarantee them a fixed margin on every tyre sold. Both original agreements rested on a shared understanding between the supplier Maxxis and each wholesaler that the wholesaler would not act as a price leader for Maxxis and CST tyres on the tyre wholesale market, particularly on the online marketplace Tyre24. Nine further wholesalers were later brought into similar arrangements. These agreements expressly conditioned the guaranteed margin on “defensive marketing on the platforms” and, in some cases, on cooperation regarding recommended resale prices.

The second tool was a system of “price moderation” that Maxxis, the supplier, rolled out with a growing number of wholesalers. It issued non-binding recommended resale prices, continuously monitored actual resale prices – again, especially on Tyre24 – and intervened whenever prices appeared too low. This monitoring was facilitated by a feature of the platform itself: during the relevant period, Tyre24 allowed the same company to be registered simultaneously as a seller and as a buyer. Through its own buyer account, Maxxis could see at a glance which wholesalers were offering which tyres, at what stock levels and at what prices. In this way, the marketplace’s transparency features gave the price-fixing scheme its monitoring infrastructure. 

Buyers were fined too

One aspect of this decision deserves particular attention: the Bundeskartellamt did not confine itself to fining the supplier Maxxis as the party that set up the pricing scheme. It also fined the two buyers, Best4Tires and Reifen Müller. That is worth mentioning, because in resale price maintenance cases often only the supplier who imposes the pricing constraint is fined. Here, the Bundeskartellamt took the view that the two buyers were not passive recipients of the margin guarantee agreements. According to the authority’s findings, it was the two buyers who pushed for these agreements in the first place, and who profited from them through substantial compensation payments. That active, initiating role exposed them to fines alongside the supplier Maxxis.

Liability survived takeover

An equally noteworthy feature concerns corporate succession. The margin guarantee agreement had been concluded by Best4Tires’ predecessor, Berlin Tyre GmbH & Co. KG (“Berlin Tyre”). Best4Tires acquired Berlin Tyre in July 2022 and simply continued the same infringing practices until January 2024. The Bundeskartellamt held Best4Tires liable for its predecessor’s (Berlin Tyre) conduct because Best4Tires continued the same infringing practices after the takeover.

Lessons for suppliers and buyers

The decision is a useful reminder on several fronts. 

• First, “margin guarantee” or similar commercial arrangements are not a safe way to relabel what is, in substance, a price-fixing agreement. The Bundeskartellamt will look at the underlying understanding, not the label. Companies should treat this as a warning that commercially attractive arrangements such as a guaranteed margin deserve the same antitrust scrutiny as restrictive terms imposed from above.

• Second, recommended prices, monitoring and “moderation” of a buyer’s pricing behaviour can amount to resale price maintenance in their own right, even without an explicit price agreement, if they are used systematically to discipline buyers who price too aggressively or otherwise deviate from the recommended prices. 

• Third, buyers who actively initiate or lobby for a pricing arrangement, and who are compensated for participating in it, cannot assume that liability rests with the supplier alone. Being on the “downstream” side of a vertical restraint does not, in itself, shield a buyer from being fined. Where a buyer pushes for the restriction and profits from it, the Bundeskartellamt may treat it as a co-infringer alongside the supplier.

• Fourth, acquirers in M&A transactions should bear in mind that acquiring a business does not remove an antitrust exposure that is actively continued post-closing. Where an acquirer keeps operating a pricing or distribution arrangement inherited from the target without reviewing it, it risks inheriting and extending the target’s liability along with the business.

^[1] Bundeskartellamt, decision of 8 July 2026, B10-21/24, available at https://www.bundeskartellamt.de/SharedDocs/Entscheidung/DE/Fallberichte/Kartellverbot/2026/B10-21-24.pdf?__blob=publicationFile&v=8; press release available at https://www.bundeskartellamt.de/SharedDocs/Meldung/DE/Pressemitteilungen/2026/07_21_2026_Maxxis_CST.html.