WSP Global – General terms and conditions of purchase

1. APPLICATION

1.1 These general terms and conditions of purchase (T&Cs) apply to any Order(s) placed with the Supplier by the Purchaser. No conditions which deviate from the terms of the Order, or these T&Cs, shall be effective between the Supplier and the Purchaser. The acceptance of, or payment for, Goods or Services by the Purchaser shall not constitute acknowledgement or acceptance of the Supplier’s own terms and conditions, which are expressly rejected. These T&Cs shall supersede all prior agreements between the parties. 

1.2 In the event where the Purchaser issues an Order with these T&Cs attached at the same time as negotiating an alternative agreement with the Supplier, these T&Cs shall apply and shall have precedence.

1.3 These T&Cs apply exclusively to the purchase of Goods accompanied by Ancillary Services whose value is incidental and proportionally lower than the value of the Goods themselves. These T&Cs shall not be used where Services constitute a substantial, material, or predominant portion of the Scope of Work.

 

2. DEFINITIONS AND INTERPRETATIONS

The following terms shall have the following meanings for the purposes of these T&Cs (including the foregoing):

Ancillary Services - means any ancillary work directly related to provision of goods, including (but not limited to) the provision professional advice, consultancy provision, design, data, analysis, report and documents. 

Associated Person - has the same meaning as in section 256(1) of the Canadian Income Tax Act (R.S.C., 1985, c.1).

WSP Company - any legal entities being part of WSP group of companies, including the Purchaser.

Completion - the complete fulfilment of all the requirements of the Order, for the provision of Goods and/or Ancillary Services, in the manner and time described therein.

Delivery or Deliveries - means the actual placing of the Goods and/or Ancillary Services on the Site and/or the Completion of the Ancillary Services in accordance with the Order.

Goods - any materials, items and/or deliverables forming part of the Scope of Work.

Order - the purchase order document issued by the Purchaser to the Supplier that confirms the details of the Scope of Work and/or supply required.

Order Date - the date stated on the front sheet of the Order.

Personal Information - or equivalent terms used in Privacy Laws shall have the same meaning given to them under Privacy Laws or, if not defined thereunder, as in Regulation (EU) 2016/679 of the European Parliament and the Council (the EU General Data Protection Regulation or GDPR). For further clarity, de-identified information so that it no longer identify an individual is not considered Personal Information. 

Privacy Laws means all privacy and data protection laws, regulations and government requirements applicable to the processing of Personal Information in relation to the Principal Agreement, as the same may be amended, supplemented and interpreted by regulatory authorities and courts from time to time, including but not limited to: the GDPR and any applicable EU or European Economic Area (“EEA”) member state law, regulation, or government requirements relating to data protection or the privacy of individuals (collectively “EU Data Protection Law”); the United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, the UK Data Protection Act 2018, and the Data (Use and Access) Act 2025 (“UK Data Protection Law”); the Swiss Data Protection Act of 25 September 2020 (“FDPA”); the Personal Information Protection and Electronic Documents Act (Canada) and substantially similar provincial laws including but not limited to the Quebec Act respecting the protection of personal information in the private sector (collectively, “Canadian Data Protection Laws”); the California Consumer Privacy Act of 2018 and its regulations (the “CCPA”); the Brazil General Data Protection Law, Brazilian Law 13.709/2018 the (“LGPD”); the Personal Information Protection Law of the People’s Republic of China of 2021 (Chairman’s Order No. 91) (the “PIPL”); and the New Zealand Privacy Act 2020, Public Act 2020 No. 31 (“NZ Privacy Act”).

Project - the scheme of creation by the Purchaser in respect of which the Scope of Work is required.

Purchaser or WSP – WSP Global Inc.

Purchase Order Reference Number - the purchase order number stated in the Order or otherwise supplied by the Purchaser to the Supplier.
Scope of Work - means the goods and/or Ancillary Services required as set out under the heading “Scope of Work” in the relevant Order.

Site - means the designated place for delivery of Goods and/or the designated location for the Completion of and/or subject of the Ancillary Services.

Supplier - means the other party to the contract from the Purchaser named in the Order.

 

3. DELIVERY, COMPLETION, TITLE, AND RISK

3.1 All Deliveries shall be made to, and Ancillary Services performed at, the Site specified, or a place designated in the Order. Delivery takes place when the Goods/Ancillary Services are fully unloaded and installed (where appropriate) and/or Completion will occur when the Ancillary Services referred to have been executed to the reasonable satisfaction of the Purchaser in accordance with the Order including the provision of all documents and/or software.

3.2 Unless otherwise specified, title and risk shall pass from the Supplier to the Purchaser upon Delivery of the Goods
/Ancillary Services and/or at Completion. Any retention of the title by the Supplier shall be excluded with the exception of Goods operated or in the control of the Supplier where the risk shall be retained by the Supplier.

3.3 If the Supplier does not deliver the Goods or provide the Ancillary Services at the time(s) specified in the Order, then in addition to its other rights (in damages or otherwise), the Purchaser has the right to terminate the Order. Notwithstanding this, the Supplier must notify the Purchaser immediately if it cannot supply on time or meet any agreed key milestones by the date or dates stipulated and must take every possible step to supply and/or complete on the original date or any earlier or later date that the Purchaser may agree to in writing. Any increased costs required to meet the original or agreed rescheduled time for supply or Completion shall be borne by the Supplier.

3.4 All Goods must be accompanied by the necessary shipping documents as well as by a delivery note, which specifies the Goods precisely and shows the Purchase Order Reference Number and any other data the Purchaser requires including but not necessarily limited to all documents and/or software which shall be accompanied by a transmittal note showing full details including where applicable Project name, document title, issue dates and document status. All fees and taxes, including any import and/or export duties must be paid by the Supplier prior to Delivery to the Purchaser. The Purchaser is to be given every assistance in obtaining any documents which the Purchaser may require relating to the Goods.

3.5 Goods must be properly packed to protect them. If recycling is a requirement under the law of the country in which the Goods are to be delivered or used, the Supplier guarantees that the protective packaging can be recycled or used again outside the public waste disposal system.

3.6 The Purchaser reserves the right, on giving notice, to inspect the Goods and/or their manufacturing process at any reasonable time. Any inspection before or after Delivery or any approval by the Purchaser of any specifications, drawings, samples, or other descriptions of the Goods/Ancillary Services prepared by the Supplier shall not prejudice the Purchaser’s right to reject defective Goods/Ancillary Services later or make a claim in respect of them.

 

4. PRICES AND TERMS OF PAYMENT

4.1 Payment terms - Unless otherwise specified, prices are in Canadian dollars (CAD) and include all Delivery and packaging costs. Payment shall be made within 60 days of invoicing in accordance with the Purchaser’s standard terms of payment. Invoicing shall not take place before Delivery or rendering of the Ancillary Services unless otherwise agreed in writing.

4.2 Incoterms - Unless expressly agreed otherwise in writing, all Deliveries shall be made on a “Delivered Duty Paid” (DDP) basis to the Site specified in the Order, in accordance with Incoterms® 2020. Under DDP terms, the Supplier shall bear all costs, risks, export and import formalities, customs duties, taxes, insurance, and any other charges related to the transportation and delivery of the Goods to the Site. Any deviation from DDP must be approved in writing by the Purchaser.

4.3 Sending invoices - All invoices must be sent to the Purchaser at [email protected]. To be a valid invoice, the invoice address used should align with the information provided under the heading “Invoice details” in the Order document.

4.4 Invoices details - All invoices must be sent separately from any Deliveries, specifying the Purchaser’s Purchase Order Reference Number, the item line number if appropriate, and the Order date, the Goods and/or Ancillary Services delivered and/or Ancillary Services rendered the date of Delivery and/or Completion and any other data the Purchaser may require. Any Value Added Tax or other tax, if any, must be shown separately.

 

5. WARRANTIES

5.1 The Supplier warrants that in supplying the Goods and/or Ancillary Services:

• 5.1.1 Specifications - The Supplier and the Goods and/or the Ancillary Services shall comply with the specifications contained in the Order and with all specifications supplied by the Purchaser in connection with the Order.
• 5.1.2 Law and regulations - The Supplier and the Goods and Ancillary Services shall comply with all applicable law and regulations, including any relevant licensing and registration requirements, in the place of Delivery and any other territory which the Purchaser has stipulated.
• 5.1.3 Skill and care - The Goods and/or Ancillary Services shall be free from all material defects and fit for any purpose the Purchaser has made known to the Supplier expressly or by implication and all Ancillary Services shall be performed to the highest standards of skill and care.
• 5.1.4 Industry standards - The Goods and/or Ancillary Services shall be in accordance with all relevant industry standards, including the relevant engineering and safety standards of the Purchaser and all regulatory requirements applicable in the jurisdiction where the Goods are delivered and/or Ancillary Services provided.
• 5.1.5 Modern slavery - The Goods and/or Ancillary Services shall not contain any element that has been sourced or created using slavery, servitude, forced labour, child labour or compulsory labour (where the meaning of those terms is the same, or is at least as protective, as appears the Fighting Against Forced Labour and Child Labour in Supply Chains Act, S.C. 2023, c. 9 (Canada)).

5.2 Any acceptance of late, incomplete, or defective Deliveries, or the payment of Invoices in respect of any Order, shall not constitute any waiver of any warranty claim by the Purchaser. Any obligation to inspect Deliveries arising from under statute shall not apply to any Deliveries.

5.3 If any warranty set out in 5.1 above is breached, the Purchaser may demand either the immediate replacement of the Goods free of charge and/or re-working of the Ancillary Services or the remedy of the defect which the Supplier shall undertake at the Suppliers cost and expense.

5.4 In urgent cases, where the Supplier is not able to respond to the reasonable requirements of the Purchaser, the Purchaser shall have the right to remedy the defects and/or repair the damage itself at the Supplier’s expense. Any other rights in respect of the breach shall remain unaffected.

5.5 The warranties set out in section 5.1 shall apply for a minimum of twelve (12) months from Delivery and/or Completion, in the case of the rendering of Ancillary Services, a minimum of eighteen (18) months from the time the Ancillary Services were rendered, unless otherwise agreed in writing or unless a longer period of limitation applies.

 

6. LIABILITY AND INSURANCE

6.1 The Supplier shall indemnify and keep indemnified the Purchaser against any and all loss, costs, damages and liability arising from any breach of these T&Cs including but not necessarily limited to product liability and claims for damage as a result of injury or death.

6.2 The Supplier shall be liable, as for itself, for any persons employed or contracted in the performance of Supplier’s obligations.

6.3 The Supplier shall maintain appropriate product liability insurance, professional indemnity insurance and cyber risk insurance coverage and such other insurance as could reasonably have been foreseen as required at the time of contracting and/or as reasonably requested by the by Purchaser at the time of the Order. If the Supplier fails to do so, the Purchaser may take out such insurances on behalf of the Supplier and charge the Supplier with the cost of such insurances as well as any administrative costs incurred by the Purchaser in so doing.

6.4 When requested to do so by the Purchaser (not more frequently than twice in each calendar year), the Supplier shall provide to the Purchaser documentary evidence, including a valid insurance certificate, which demonstrates the insurance required pursuant to this clause 6 is being properly maintained. The Purchaser may withhold all payments due in accordance with clause 4 if the Supplier does not, following such request, provide valid insurance certificates to the reasonable satisfaction of the Purchaser.

 

7. INTELLECTUAL PROPERTY RIGHTS 

7.1 ‘IP Rights’ means patent rights, copyrights, trademarks and design rights (registered or unregistered), utility model rights and other intellectual property rights in any part of the world with the exception of any pre-existing third-party rights.

7.2 If Goods are manufactured or supplied or Ancillary Services are rendered according to the Purchaser's designs or specifications, or where the Supplier has provided any design or development Ancillary Services to the Purchaser, the IP Rights to any Goods and/or Ancillary Services manufactured or supplied or design or development work (the `Developments’) shall vest in the Purchaser. The Supplier shall promptly inform the Purchaser of any Development and take all measures, at the expense and by agreement with the Purchaser, which may be necessary to vest such rights in the Purchaser or its nominee and shall at the Purchaser’s request procure the waiver of moral rights in such Developments. ‘Developments’ shall include any information, knowledge, idea, design, data, analysis, opinion material or invention and any expression of any idea created by the Supplier (or its agents or employees) in connection with any Order or, where applicable, Project.

7.3 The Supplier guarantees that no IP Rights (including any rights belonging to any third party) are violated or infringed through the supply or use of any Goods or the provision of any Ancillary Services by the Supplier. The Supplier shall indemnify the Purchaser, at the Purchaser’s request, in respect of any claim that its use or possession of any Goods or Ancillary Services supplied by or on behalf of the Supplier infringes any IP Rights of any third party. The indemnity shall include all expenses and costs incurred by the Purchaser in connection with any claim made by a third party.

7.4 All products, samples, documents, and information provided to the Supplier by the Purchaser in connection with an Order or, where applicable, a Project and the Purchaser’s IP Rights shall remain the property of the Purchaser as applicable. The Purchaser in particular reserves all copyrights. The Supplier shall be allowed to use such products, samples, documents, information, and IP Rights only within the agreed limits of the purpose of the Order or, where applicable, Project.

9.1 General - The Purchaser may terminate an Order at any time in whole or part: either (i) and for any reason, by providing thirty (30) days’ written notice in advance of its intention to do so, and, or (ii) without any prior notice if the Supplier is in breach of clause 12 (Ethics and Compliance). The Supplier may only terminate an Order if there is a material breach of these T&Cs by the Purchaser which it has not remedied within thirty (30) days of being given written notice to do so.

9.2 Insolvency - Either party may terminate an Order immediately in writing without judicial recourse and without any prior notice, if the other party becomes insolvent or any insolvency procedure with respect to the other party has been applied for or opened or (in the Purchasers’ case only) if there is a change in the ownership, control or management of the Supplier which could materially affect the interests of the Purchaser. If there is a change of ownership or control of the Supplier, the Supplier shall inform the Purchaser immediately.

9.3 Arrangements - On termination of an Order the Supplier will refund advance payments for Goods and Ancillary Services not yet supplied or rejected. Each party agrees to take due care of and not dispose of property belonging to the other and will keep it readily identifiable as the other’s property. Each party will at any time and on request return any property belonging to the other, except that if the Supplier is in default, the Purchaser may continue to hold and use any of the Supplier’s property, which will be returned or paid for in due course. The Purchaser shall have the right and the Supplier shall procure that the Purchaser may retake possession of its property at any time by entry into any premises where it is kept.

9.4 Survival - Termination of an Order for whatever reason shall not affect any provisions of the T&Cs which are intended to have effect (including 7 (IPR), 8 (Confidentiality and Data Privacy), 9 (Termination) and 13(Miscellaneous) after an Order or these T&Cs have come to an end.

 

10. VARIATIONS AND CHANGE OF SCOPE

10.1 The Supplier shall not execute a change to the Scope of Works without the written approval of the Purchaser.

10.2 Failure by the Supplier to advise the Purchaser of the need or benefit of a desirable or unavoidable change to the Scope of Work prior to its implementation will invalidate any retrospective right to claim compensation and/or any associated extension in the time for completion of delivery.

 

11. HEALTH AND SAFETY AND ENVIRONMENT

11.1 Notwithstanding any support and/or guidance that the Purchaser may render the Supplier, the Supplier shall, at all times, be responsible for its own Health and Safety including, but not necessarily limited, to program, method statements, permits to work and safe ways of working whether working on the Purchaser's or any other designated site or place of work.

11.2 The Supplier shall ensure and demonstrate in writing where required, that all its employees and/or agents comply fully with all applicable current Health, Safety and Environmental legislation and directives in the jurisdiction where the Goods and Ancillary Services will be delivered.

11.3 The Supplier shall not by his actions or those of its employees, agents and/or representatives, and/or the use of its products, jeopardize or otherwise put at risk of harm the Purchaser or any other third-party including members of the general public.

11.4 The Supplier agrees that if it receives any form of statutory notice in relation to the Goods, the Ancillary Services and/or the Project, including for the avoidance of doubt, statutory notices received from the Health and Safety Executive, then the Supplier shall immediately inform the Purchaser within one day of the Supplier’s receipt of the statutory notice or forthwith if the action required by such notice so prescribes.

 

12. ETHICS AND COMPLIANCE

12.1 When performing its obligations under or otherwise acting in relation to the Order, the Supplier shall, and shall procure that each of its Associated Persons shall:

• 12.1.1 comply with all applicable laws, statutes, regulations and codes, including (but not limited to) those in relation to slavery, servitude, forced labour, child labour, compulsory labour, bribery, tax evasion, money laundering, and unfair competition;
• 12.1.2 maintain adequate procedures to prevent, identify and immediately respond to instances of slavery, servitude, forced labour, child labour, compulsory labour, bribery, tax evasion, money laundering and unfair competition. Such procedures shall include such due diligence, contractual obligations on counterparties, training, monitoring and anti-reprisal measures as is adequate in the context of the Goods and/or Ancillary Services and the Supplier’s business;
• 12.1.3 without undue delay notify the Purchaser of any known, suspected or reasonably inferred instances of slavery, servitude, forced labour, child labour, compulsory labour, bribery, tax evasion, money laundering and unfair competition in relation to the Goods and/or Ancillary Services;
• 12.1.4 notify each of its Staff directly responsible for the Goods and/or Ancillary Services that any individual may raise concerns about slavery, servitude, forced labour, child labour, compulsory labour, bribery, tax evasion, money laundering and unfair competition in relation to the Goods and/or Ancillary Services via WSP’s Business Conduct Hotline (whistleblowing service). The Business Conduct Hotline may be used anonymously, and in any language, and reports may be made via the internet or by phone. See https://wsp.ethicspoint.com for more details; and 
• 12.1.5 indemnify the Purchaser against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Purchaser as a result of any breach of this Clause 13 by the Supplier or its Associated Persons.
• 12.1.6 The Supplier shall comply with the Purchaser’s Business Partner Code of Conduct.

 

13. MISCELLANEOUS

13.1 Safety rules - The Supplier shall ensure that any person working for it on the Purchaser's premises receives and complies with the safety rules and the latest issue of the procedures and working practices of the Purchaser, and any other instruction given by the Purchaser.

13.2 Relationship - The relationship of the Supplier to the Purchaser is that of an independent contractor and if by operation of law the contract of employment of any employee of the Supplier or any of its sub-contractors transfers to the Purchaser or any third party whom it appoints in place of the Supplier, the Supplier shall indemnify (and keep indemnified) the Purchaser against any liability arising from such transfer and any increased costs resulting therefrom.
13.3 Documentation - Unless otherwise agreed in writing or unless such longer period is required by law, the Supplier shall keep and produce on the Purchaser’s request all documentation relating to the Goods or Ancillary Services supplied as reasonably required by the Purchaser including such documents necessary for tracing the Goods as well as all parts thereof for a minimum period of five years following Delivery, and shall procure that its Suppliers do the same. The Supplier shall also cooperate with the Purchaser in any product recall.

13.4 Assignment - The Purchaser may by giving notice in writing at any time, assign or transfer any Order to any other WSP Company solely at the solely at the discretion of the Purchaser. No other assignment or sub-contracting of an Order is permitted without the prior written consent of the other party. In addition to the warranties under 5.1 above, the Supplier agrees to assign to the Purchaser the benefit of any warranties or guarantees affecting the Goods/Ancillary Services that the Supplier is granted by third parties.

13.5 Set-off - The Purchaser shall have the right to set off its claims of other companies of the Purchaser against the claims of the Supplier.

13.6 Changes in writing - Any changes to an Order shall be effective only if put in writing and signed by the Purchaser. This shall also apply to any change in, and waiver of this requirement that changes should be in writing.

13.7 Order - The relationship between the Purchaser with the Supplier under these T&Cs regards any Order shall constitute separate binding agreements between the Purchaser and the Supplier.

13.8 Invalid provision - If any of these T&Cs or part thereof is/or becomes invalid, the validity of the remaining provisions shall remain unaffected thereby. The parties shall substitute for the invalid provision a new provision which serves the economic purpose of the invalid provision to the furthest possible extent.

13.9 No sub-contracting - No significant element or portion of the Scope of Works detailed in this agreement (or any instruction or Order governed by these T&Cs) shall be sub-contracted or otherwise assigned by the Supplier without the knowledge and/or written prior consent of the Purchaser.

13.10 Applicable Law - These T&Cs, each Order and any non-contractual obligations arising out of or in connection with any Order or these T&Cs shall be governed by the law of Quebec and any relevant federal legislation applicable therein. The courts located in the judicial district of Montreal, Quebec, shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these T&C (including in relation to any non-contractual obligations).