底線解決方案：創造雙贏的合同體驗

即使在最困難的經濟體中，健康的供應鏈也可以幫助穩定企業。對於許多企業而言，2020 年給日常運營帶來了前所未有的不確定性，給他們的利潤帶來了毀滅性的打擊。許多企業面臨著新的人員配置和生產挑戰，以及遠程工作要求和額外的安全協議。一些公司遇到了前所未見的需求，而另一些公司則看到需求暴跌，並被庫存積壓所淹沒。

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.

您的合同是否盡可能健康？
他們是否喚起了對您新的和現有合作夥伴關係的信任感？
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。

睜大眼睛進入合同談判

並非每個企業都會在同一個地方進行合同談判。大流行之後，出現了三個新的供應鏈難題，並且可能會影響未來幾年的生產以及供應鏈上下的關係。

孤兒企業： 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.
脆弱的企業： 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.
強大的業務： 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 值得信賴的供應鏈合作夥伴.這裡的頭痛變成了做得不夠，並且知道你讓增長的機會從你的指縫中溜走。

"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."

讓合適的人到位

在 Optimas，我們提倡人的重要性，將其作為任何業務工作的支柱，包括合同開發流程。

"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."

您涉及的人員將取決於您的業務規模和合同的複雜程度。對於大多數中型企業，這包括執行團隊、法律團隊和財務團隊。它還可能包含銷售和採購、運營或工程。如果您有特定的供應鏈經理或其他關鍵人員，他們也可能參與其中。

了解雙贏合同的無形資產

健康的合同指向健康的業務，最健康的合同是優先考慮各方需求的合同。

"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無形特徵：

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.
變化預期： 情況發生了變化，在你簽署合同時使合同良好的因素可能在幾年後或在領導層更替後不復存在。如果關係必須結束或者只是需要修復，內置的保護措施讓每個人都能優雅地退出談判的另一方。
內置邊界： 想想那些肯定會發生但不在任何一方控制範圍內的事情，比如原材料的價格。就可信指數達成一致。然後允許零件價格隨著指數的變化而波動。
靈活性和溝通渠道: 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.
了解處罰和後果： 如果有人偏離協議，雙方都知道會發生什麼——以及任何一方可以做什麼——都將從中受益。它的範圍從罰款到完全分離，或者可能需要某種程度的重新談判。

"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."

避免明顯的危險信號

大多數有幾年經驗的商業領袖都能回憶起一次糟糕的合同經歷。它會讓您口齒不清，心中不信任，甚至不願意尋求可能有利於您的業務的未來合作夥伴關係。

"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."

以下是一些常見的危險信號——如果您在下一份合同草案中發現它們，請考慮逃避，或者至少表達您的擔憂：

糟糕的文檔： 未能完整記錄供應商與客戶之間的協議可能是未來產生不良情緒的先兆。至關重要的是，每一方都了解他們欠對方什麼以及所有相關人員的期望。
批准的迷宮： 包含對本應是常規步驟的大量批准的合同可能會強調過於復雜和令人惱火的協議。批准需要時間，而且它不會增加任何價值，反而會破壞工作並阻礙原本有利可圖的合作夥伴關係。
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.

最後的想法

無論您正在處理合同的哪一部分，只有當各方都滿意時，談判才會結束。

"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.

當您與 Optimas 一起工作時，您將與一個相信 所有人的成功 通過 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? 開始對話和我們的團隊一起試試吧！