'Prokurist' torpedoes promising joint venture

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editors
06 October 2017
2 min

In co-creation projects, a German company can often be a good match for a Dutch company. Especially when it comes to technology.

A good example is a Dutch electronics manufacturer. This company designs and manufactures printed circuit boards (or PCB design and manufacturing). The management had focused its R&D policy on fast assembly of PCBs in enclosures. Because with the increase in embedded software and electronics, it noted an increasing number of projects for integrated embedded solutions. The holding company management also wanted to deliberately start investing in embedded technology and collaboration.

I put this company in touch with a German manufacturer in plastics engineering. They had many clients in mechanical engineering, for which they assemble turnkey modules (housing + electronics). The plastics engineers had developed an enclosure for 'plug-and-play assembly' of PCB boards. The systems could be delivered quickly to customer specification. But most important was the time savings in assembly. Coincidentally, both companies wanted to use the same mounting technique. In short, this technique was actually the foundation for further co-creation.

The meeting between the two directors was therefore truly an 'AHA-Erlebnis'. They had a hard time understanding that they both use the same fastening technology. How coincidental could it be?

An additional effect was the personal click. Both gentlemen were middle-aged and successors within an established SME. However, the Dutch company had by now become part of a holding company with several regional electronics companies.

After the presentation round at the German company, I left for the Netherlands satisfied. My thought was: "Something beautiful can start to emerge here"!

Some time later, I met the Dutch director at a regional trade fair. The first question was of course: How did it go with your cooperation in Germany? Then things went quiet for a while. Because what had happened?

Technically, they had quickly come to an agreement. They were going to order the fastening technology from a 'preferred supplier', a German market leader. And contractually, they started with a Letter of intent (3 pages A4) with the main effort obligations mutual, a confidentiality declaration, a competition clause and an exclusivity clause. But ..............dit proved insufficient for the German director. He had his 'Prokurist' - a lawyer - look at the 'Letter of intent'. And ..............in no time there were two contracts (engineering and production) totalling 70 pages. In terms of content, there were many penalty clauses. The 'Prokurist' presented this contract to the Dutch holding board with great élan. Because the holding company needed to release budget to complete the engineering and start work preparation and production. Both holding directors were dumbfounded. With such contracts and penalty clauses, trust had been severely damaged. So badly in fact .............that the entire project was cancelled! Moral of this story: German 'Pünktlichkeit' in contracting sometimes has far-reaching consequences!

This blog was written by Jan Temmink. View his profile here.