Vendors' 'Can't' May Not Mean 'No'

FRAMINGHAM (01/24/2000) - How often have you heard a vendor's representative say, "I can't do that?" Most of the time can't means I don't want to. By saying "can't," the vendor's negotiator is trying to create the illusion that your demand is impossible - without explaining why. Many inexperienced customers fold their tents and move on to the next topic when "can't" is heard.

The following are some great examples where "can't" turned into "yes":

During one software negotiation, the vendor said, "I can't give you a 50 percent discount." But when pressed, the vendor admitted he didn't think his company had ever done it. After further negotiation, the customer got the discount.

During a lease negotiation, the lessor said, "I can't give away our right to require ownership tags on the equipment." (Normally lessors are pretty serious about having equipment easily identifiable by tags with their name and other pertinent information displayed.) But when the customer said, "The tags are OK with us, as long as we don't have to spend the time and resources to affix them for you," the vendor decided it was a burden for his company to place them on the equipment, too - so it dropped the whole issue.

The best tactic in battling "can't" is to immediately ask, "Why don't you want to?" That puts the vendor in the position of having to provide a logical basis for the assertion. Try to determine whether the vendor really can't for a valid reason (such as government regulation or law) or just doesn't want to. Either way, you reintroduce dialogue, which is what negotiations are all about, not rigid, deadlock-producing absolutes - like "can't." And if you counter this ploy when it's first used, the vendor usually won't try it again.

A lawyer for a lessor e-mailed me a lengthy, largely technical explanation of some lessor form contract provisions that I wrote about in my Oct. 11 column.

The provisions concerned Y2K and cross-default issues. The lawyer identified himself as the author of the provisions.

Considering the shots I took at his work, his e-mail was pretty calm and straightforward - without a lot of pride of authorship in the provisions. The column and his complete defense can be read at, where you can also see his overbearing, all-the-risk-on-the-customer Y2K provision. Remarkably, the provision even tries to make the customer responsible for the equipment manufacturer's noncompliance.

But one point he made is a good one.

"I would be one of the first to admit equipment leases rarely attempt to pretend to be evenhanded," he wrote. "As for Y2K, I have asked for and received far more draconian Y2K provisions in other licensers. I believe the clause which offends you so much is a fair attempt to get to the point.

"As a general comment, the more dastardly problem when it comes to Y2K is the lack of desire to think ‘win-win' and come up with a solution which solves the problem," he wrote. "Many times when people complain about the clause, I meet complete silence when I ask what type they would propose as an alternative that they can live with. Inevitably they sign it ‘as-is,' rather than negotiate the clause and delve into where exactly they are with respect to year 2000."

His points are well-taken. Since vendor forms aren't intended to be evenhanded, we need to negotiate changes to achieve a more equal-stake relationship.

I also fully agree about being prepared in negotiations to propose alternatives. You should have a list of prioritized negotiation objectives prepared by your team and agreed upon prior to a bargaining session, each with a rationale as to why it's important.

Suppliers, let's hear from you. We'll be happy to present your points if the e-mails are rational and printable - and if you're right.

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