terms and conditions

Standard Terms & Conditions of Sale

These Terms & Conditions apply to all quotations, proposals, contracts and works undertaken by WSS Europe Limited and/or WSS Global Limited (“WSS”), unless otherwise agreed in writing.  These Terms & Conditions form part of the contractual framework governing the delivery of products, services and installations by WSS.

1. Quotations & Validity

All quotations issued by WSS remain valid for 30 days from the date of issue, unless otherwise stated.  Quotations are prepared based on information available at the time of pricing and remain subject to:

• confirmation of site conditions
• final specification of works
• completion of the WSS pre-start process.

WSS reserves the right to revise quotations where site conditions, scope, specifications or operational requirements differ materially from those assumed during pricing.

2. Site Survey & Pre-Start Process

Where required, projects are subject to completion of the WSS Pre-Start Process to ensure that project scope, site conditions and responsibilities are clearly defined.  This process may include:

• site survey
• review of drawings or layouts
• confirmation of access arrangements
• identification of project dependencies
• review of health and safety documentation.

Prices may be adjusted where the pre-start process identifies conditions that differ materially from those assumed during quotation.

3. Scope of Works

The scope of works shall be limited to the activities defined within:

• the WSS quotation or proposal
• referenced drawings or documentation
• agreed pre-start documentation.

Unless expressly stated otherwise, quotations exclude:

• builders’ works
• structural modifications
• electrical containment
• traffic management
• electrical power provision
• third-party works.

Any additional works requested outside the agreed scope shall be treated as a variation.

4. Programme & Attendance

Project programmes are based on the working assumptions and dependencies outlined in the quotation and pre-start documentation.  Where works are delayed or disrupted due to circumstances outside the reasonable control of WSS, WSS shall be entitled to reasonable adjustments to both:

• programme
• contract value

WSS requires a minimum of 48 hours notice for cancellation or postponement of scheduled works.  Where insufficient notice is provided, WSS reserves the right to charge for scheduled labour, plant and equipment.

5. Site Access & Client Responsibilities

The Client shall ensure that:

• safe access to working areas is provided
• working areas are cleared and available
• required utilities and dependencies are available
• a competent site representative is available during the works.

Where site conditions or operational restrictions prevent normal working operations, WSS reserves the right to recover reasonable costs including:

• standby time
• remobilisation
• extended labour attendance.

6. Substrate & Infrastructure Conditions

Where works involve drilling, anchoring, coating or fixing into existing structures, the condition of the substrate may affect installation.  WSS shall not be responsible for delays or additional works arising from unforeseen conditions including but not limited to:

• reinforcement steel preventing drilling
• hardened or fibre-reinforced concrete
• embedded services
• contaminated or unstable surfaces
• structural cracking or deterioration.

Where such conditions are encountered, WSS shall notify the Client and any additional works required shall be treated as a variation.

7. Variations

Any changes to the agreed scope must be authorised in writing by WSS.  Variations may include:

• additional work areas
• revised layouts or positioning
• additional materials or equipment
• changes to installation methods.

Variation works shall not commence until written agreement is received.

8. Health & Safety Documentation

Where required, WSS will provide appropriate project documentation including:

• Risk Assessments
• Method Statements (RAMS)
• COSHH Assessments
• HAVS Assessments
• Noise Assessments.

Unless written objection is received prior to commencement of works, such documentation shall be deemed accepted.

9. Payment Terms

Payment terms shall be as stated within the quotation, contract documentation or agreed pre-start documentation.  Unless otherwise agreed in writing, standard payment terms are 30 days end of month from the date of invoice.  Where projects extend over multiple periods, WSS reserves the right to issue interim invoices for works completed, materials supplied and project management services undertaken to date.

Deposits

Where a deposit or advance payment is requested within the quotation or contract documentation, WSS shall not:

• purchase materials
• schedule labour
• allocate installation resources
• commit to manufacturing or procurement activities

until the required deposit payment has been received in cleared funds.  All quoted lead times, delivery schedules and installation dates are conditional upon receipt of the required deposit payment.  Where deposit payment is delayed, WSS reserves the right to adjust project programme and delivery schedules accordingly.

Overdue Payments

WSS reserves the right to:

• suspend works where payment becomes overdue
• delay mobilisation or continuation of works
• withhold delivery of materials, equipment or documentation

until outstanding payment is received in full.  Part-payment of invoices shall not constitute settlement of the payment obligation.

WSS reserves the right to charge statutory interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  Where works are suspended due to overdue payment, WSS reserves the right to recover reasonable costs associated with:

• demobilisation or remobilisation
• programme disruption
• extended project management
• additional site attendance.

The existence of minor defects or snagging items shall not constitute grounds for withholding payment.  Payment obligations remain due once the Works have been substantially completed.

10. Minor Defects & Snagging

Minor defects or snagging items identified following completion shall be rectified by WSS within a reasonable timeframe agreed between the parties.  The existence of minor defects shall not constitute a material breach of contract. WSS’ responsibility is limited to rectification of defective work. If any defect in the Works is identified which arises directly from defective workmanship by WSS, WSS shall, within a reasonable timeframe, rectify such defect.  The Client acknowledges that the primary remedy for defective workmanship shall be repair, replacement or rectification of the affected works.  WSS shall not be liable for any consequential costs, indirect losses or operational impacts arising from such defects beyond the rectification of the affected works, except where required by law.

11. Retention of Ownership

All materials, equipment and systems supplied by WSS remain the property of WSS until payment in full has been received. Where payment remains outstanding, WSS reserves the right to suspend works or recover unpaid materials where reasonably practicable.

12. Automation Systems & Smart Technology

Where the works include automated systems, sensors, cameras or similar technologies, system performance may depend on environmental and operational conditions including:

• lighting conditions
• network availability
• operational layout changes
• environmental conditions.

These systems support safe operational practices but do not replace the requirement for appropriate supervision or safe systems of work.

13. Intellectual Property

All designs, drawings, programming, documentation and system configurations produced by WSS remain the intellectual property of WSS unless otherwise agreed in writing.  Clients are granted a licence to use such materials solely for operation of the installed system.

14. Confidentiality

Both parties shall treat commercial and technical information relating to the works as confidential and shall not disclose such information without prior written consent.

15. Limitation of Liability

The total aggregate liability of WSS arising from or in connection with the Works shall not exceed the total contract value.  WSS shall not be liable for:

• loss of profit
• loss of production
• loss of business
• consequential or indirect losses.

16. Force Majeure

WSS shall not be liable for delay or inability to perform works due to events outside its reasonable control including:

• extreme weather
• supply chain disruption
• industrial action
• infrastructure failure
• government restrictions.

17. Governing Law

These Terms & Conditions shall be governed by the laws of England and Wales.

18. Protection of Installed Works

Where installations require curing, commissioning, testing or inspection prior to operational use, the Client shall ensure that working areas remain protected.  Damage caused by early use, traffic or interference shall not be deemed a defect in the works.  Any reinstatement required shall be treated as a variation.

19. Working Area Control

The Client shall ensure work areas are cleared and suitable for installation.  Where areas are obstructed or unavailable, WSS reserves the right to recover standby or remobilisation costs.

20. Client-Provided Information

Quotations are based on information supplied by the Client.

WSS shall not be liable for delays or additional works arising from inaccurate or incomplete information.

21. Third-Party Works

WSS shall not be responsible for delays or conflicts arising from works undertaken by other contractors or third parties.

22. Post-Installation Modifications

WSS shall not be responsible for performance of installations where systems are modified by the Client or third parties after completion.

23. Product Selection & Fit for Purpose

Where products or systems are selected by the Client, the Client acknowledges the inherent performance characteristics of the selected product.  WSS shall not be responsible for perceived performance limitations arising from:

• product specification selected by the Client
• environmental conditions
• operational wear or site activity.

This does not remove responsibility for defects arising from incorrect installation.

24. Standard Project Assumptions

Unless otherwise stated, the following assumptions apply.

Exclusions

Unless expressly included within the quotation or agreed scope, provision of the following items is excluded:

• electrical containment
• structural supports
• builder’s works

Client Responsibilities

The Client shall provide:

• welfare facilities
• plant or MEWP access where required
• adequate electrical power provision
• traffic management where required.

Where installation includes active safety systems or devices, the Client shall provide electrical supply to within one (1) metre of each device location.

Supervision

Works are undertaken under working supervision unless a dedicated supervisor is included within the quotation.

Pricing Assumptions

Quoted prices remain subject to final specification, site validation and completion of the WSS pre-start process.

Operational Use

Safe operation requires users to remain alert and maintain awareness of their surroundings.  Automated safety systems assist safe operation but do not replace appropriate supervision.

25. Client Operational Environment

WSS installations may take place within live operational environments.

WSS shall not be liable for:

• loss of production
• operational disruption
• business interruption
• loss of revenue.

Where operational constraints affect execution of works, WSS reserves the right to recover reasonable additional costs.

26. Commissioning of Active Safety Systems

Commissioning of sensors or automated safety systems must occur under conditions representative of normal operations.  Where commissioning occurs under restricted conditions, WSS shall not be responsible for performance variations once normal operations resume.  Re-commissioning due to operational changes may be treated as a variation.

27. Remobilisation & Programme Rescheduling

Where works are postponed or delayed due to client actions, access restrictions or third-party activities, WSS reserves the right to recover reasonable remobilisation and rescheduling costs.

28. Design Responsibility

Where layouts, drawings or system designs are provided by the Client or third parties, WSS shall not be responsible for the adequacy of such designs.  WSS responsibility shall be limited to installing works in accordance with provided documentation and applicable installation standards.

29. Site Instructions & Informal Requests

Only instructions issued or confirmed in writing by the WSS Project Manager shall constitute authorised variations.  WSS site personnel are not authorised to agree scope changes directly with the Client.  Works undertaken following informal site requests may be treated as variations.

30. Access for Completion, Snagging & Commissioning

The Client shall provide reasonable access to allow WSS to complete snagging, commissioning or testing.  Where access is restricted due to operational activities, WSS shall not be responsible for resulting delays.  Where return visits are required due to restricted access, WSS reserves the right to recover reasonable additional costs.  Where commissioning cannot be completed due to operational constraints, the Works shall be deemed substantially complete for payment purposes.

31. Compliance with Legislation & Standards

WSS shall undertake the Works in accordance with applicable legislation, regulations and recognised industry standards relevant to the scope of works being performed.

Where works include electrical installations, automation systems, mechanical installations or similar technical services, WSS shall comply with applicable regulatory requirements and recognised industry guidance.

Where certification, testing documentation or commissioning records are required as part of the agreed scope of works, such documentation shall be provided upon completion.

Nothing within the Works shall transfer responsibility for the overall safety management, operational procedures or regulatory compliance of the Client’s facility to WSS.

Important Notice

By confirming a quotation or allowing works to commence, the Client acknowledges and accepts these Terms & Conditions.