底线解决方案：创造双赢的合同体验

即使在最困难的经济体中，健康的供应链也可以帮助稳定企业。对于许多企业而言，2020 年给日常运营带来了前所未有的不确定性，给他们的利润带来了毁灭性的打击。许多企业面临着新的人员配置和生产挑战，以及远程工作要求和额外的安全协议。一些公司遇到了前所未见的需求，而另一些公司则看到需求暴跌，并被库存积压所淹没。

Whether your business is booming, vulnerable, or you're hanging on by a thread, making good decisions about your bottom line can accelerate growth and inject certainty back into your operations.

"Manufacturers are always looking for ways to increase their bottom line by finding and eliminating deficiencies in the supply chain. And this has never been more true or relevant than in the past year," says Jim Japczyk, Chief Financial Officer for Optimas.

There's no quick fix to re-strengthening the supply chain. It will take time and not every company will come out better, but for those that do, it can start by reaffirming the trust of your suppliers and your customers.

您的合同是否尽可能健康？
他们是否唤起了对您新的和现有合作伙伴关系的信任感？
Can you sign on the dotted line knowing it's a win-win opportunity?

"Contracts provide an extra boost of certainty in business — an enterprise where you really want certainty," Japczyk advises. "The less you have to worry, the better. And if you can extend that certainty, that trust, beyond your business and into the supply chain, that benefits everybody. You never want to be the reason a customer's production line goes down and a healthy, well-intentioned contract can go a long way in ensuring everything runs smoothly."

What's the difference between a contract you could regret on Day 1 and a contract that allows for all parties to be well-represented?

Rebecca "Riv" Goldman is Senior Vice President and General Counsel for Optimas and responsible for streamlining our contracting process while reducing risk. As she suggests, "in a lot of ways, contracts are just contracts. They are legally enforceable pieces of paper. What elevates a partnership is often what you and your future partners do in the lead-up to signing the contract and how you communicate once the contract has been signed."

The team here at Optimas has accumulated decades of experience in all types of business partnerships along the parts supply chain and we are confident that our experience can assist your business in crafting a contract all parties are comfortable with. While there aren't many "secrets" behind contracts, the best ones work to include fairness and understanding to all parties.

Here's how your next contract — and all the ones that follow — can become your 最好的 合同。

睁大眼睛进入合同谈判

并非每个企业都会在同一个地方进行合同谈判。大流行之后，出现了三个新的供应链难题，并且可能会影响未来几年的生产以及供应链上下的关系。

孤儿企业： These businesses were left high and dry as suppliers went under. Depending on the company's size, one broken link in the chain can shut down an entire production line. This can have catastrophic consequences in the short-term and potentially no long-term future to speak of.
脆弱的企业： Now your business is the one scrambling. Instead of being left out in the cold by someone else, internal issues are causing you to hinder production for your customers. Whether it is processes, systems, efficiencies, talent, or financial, you're no longer standing on solid ground and your partners are feeling it too.
强大的业务： Some businesses are doing as well or better during the pandemic than they were pre-2020. For them, it's about pulling ahead of a struggling competitor, uncovering new opportunities, and solidifying a reputation as a 值得信赖的供应链合作伙伴.这里的头痛变成了做得不够，并且知道你让增长的机会从你的指缝中溜走。

"Each of these headaches present a unique risk — but they also present opportunities for stronger, healthier contracts if you can identify the situation you and your partners are in," explains Japczyk. "By understanding where each business is, you can craft a contract that helps everyone. That means communicating now and in the future is top priority."

让合适的人到位

在 Optimas，我们提倡人的重要性，将其作为任何业务工作的支柱，包括合同开发流程。

"Don't think of the creation of a contract as a one-person job — due to its scope, it shouldn't be, and due to its importance, you don't want it to be," says Goldman. "Contracts are like any other process in a business where you are going to want multiple eyes on it."

您涉及的人员将取决于您的业务规模和合同的复杂程度。对于大多数中型企业，这包括执行团队、法律团队和财务团队。它还可能包含销售和采购、运营或工程。如果您有特定的供应链经理或其他关键人员，他们也可能参与其中。

了解双赢合同的无形资产

健康的合同指向健康的业务，最健康的合同是优先考虑各方需求的合同。

"Much like any marriage, a contract between two businesses should allow this new partnership to be stronger than the sum of its parts," offers Japczyk. "Contracts can help determine costs, price points, technologies, customer service, lead times, and capabilities. They can also help you respond to future unforeseen challenges that arise and, in the event the partnership does have to end, can help eliminate any hard feelings during the separation."

以下是健康合同的一些无形特征：

各方公平： You don't need to insert some type of "gotcha" clause to have a winning contract. What you sign today will create a partnership you may rely on for years or more. Ensuring fairness for all parties eliminates a lot of potential bad feelings that haunt a partnership later.
变化预期： 情况发生了变化，在你签署合同时使合同良好的因素可能在几年后或在领导层更替后不复存在。如果关系必须结束或者只是需要修复，内置的保护措施让每个人都能优雅地退出谈判的另一方。
内置边界： 想想那些肯定会发生但不在任何一方控制范围内的事情，比如原材料的价格。就可信指数达成一致。然后允许零件价格随着指数的变化而波动。
灵活性和沟通渠道: Just because you've signed a contract, doesn't mean you need to be locked into that specific agreement. So much of business is about adapting to change and your contracts should similarly reflect that. Write your contracts with the understanding that something down the road could impact it and provide a process for amending the agreement if necessary.
明晰： You shouldn't have to have an MBA and 20 years of legal experience to decipher a contract. While contracts are legally enforceable, they should be written so that anyone from the C-suite and your legal team to other participants can clearly understand the agreement being made.
了解处罚和后果： 如果有人偏离协议，双方都知道会发生什么——以及任何一方可以做什么——都将从中受益。它的范围从罚款到完全分离，或者可能需要某种程度的重新谈判。

"Optimas has been focusing on these areas for all of our contract development efforts," explains Goldman. "By building these intangibles into every contract, we — Optimas and all of our contract partners — start off in a better place and we usually stay in a better place. It's not about winning the negotiation, it's about creating a circumstance where all sides win and all sides can enjoy open communication and greater business success."

避免明显的危险信号

大多数有几年经验的商业领袖都能回忆起一次糟糕的合同经历。它会让您口齿不清，心中不信任，甚至不愿意寻求可能有利于您的业务的未来合作伙伴关系。

"Nobody wants to feel like they are being taken advantage of, feeling forced into some agreement, or regretting a decision down the road," says Japczyk. "Sometimes bad contracts are because of things you can't control, but a lot of times, I've found, it's because one party ignored some obvious red flags from the start."

以下是一些常见的危险信号——如果您在下一份合同草案中发现它们，请考虑逃避，或者至少表达您的担忧：

糟糕的文档： 未能完整记录供应商与客户之间的协议可能是未来产生不良情绪的先兆。至关重要的是，每一方都了解他们欠对方什么以及所有相关人员的期望。
批准的迷宫： 包含对本应是常规步骤的大量批准的合同可能会强调过于复杂和令人恼火的协议。批准需要时间，而且它不会增加任何价值，反而会破坏工作并阻碍原本有利可图的合作伙伴关系。
Being asked to sign "unfinished" agreements: Contracts are legally enforceable and bad ones can ruin a company's bottom line. Avoid any agreement that opens the door for future things to be added to a contract that already has your name on the dotted line.

最后的想法

无论您正在处理合同的哪一部分，只有当各方都满意时，谈判才会结束。

"Healthy contracts ensure both parties are treated fairly," advises Japczyk. "It may sound cliché, but the best thing you can do is go into a contract negotiation with the original Golden Rule in mind. Do unto others as you want done unto you. When you construct a contract, aim to deliver one you'd still be happy to sign if you were in the other person's shoes."

Everyone wants to win when they sign a contract, but that doesn't mean any side has to lose. Win-win contracts are the foundation for great supply chain partnerships and a benefit to your bottom line.

当您与 Optimas 一起工作时，您将与一个相信 所有人的成功 通过 所有人的公平 — with many of our most successful supplier and customer relationships dating back an average of 20 years. Is today the beginning of your company's next great business partnership? 开始对话和我们的团队一起试试吧！