Weak Contracts and Risk Exposure

The Situation

The Situation

A leading retail brand was preparing to finalise contracts for a complex distribution centre automation program. While confident in their procurement team’s process, the reality was clear — they were experts in retail, not automation or large-scale infrastructure builds. Compounding the risk, an ‘interested’ third party was aggressively driving rapid contract execution across both the base build and automation scopes. To fast-track signatures and secure their commercial return, key scope items were deliberately excluded or glossed over.

Fortunately, before execution, the client engaged us to conduct a deep-dive review of the contract suite. The request was simple: ensure the structure, inclusions, deliverables, and system performance guarantees reflected the complexity and risk profile of the project — and wouldn’t leave them exposed.

On early review, we identified:
• Loosely scoped vendor obligations
• Misaligned builder and integrator milestones
• Incomplete handover triggers and undefined go-live criteria
• Gaps across automation-to-building interfaces — including power delivery, slab/rack overlays, and sprinkler alignment
• Scope omissions that would almost certainly lead to variation claims mid-project

What many forget is that poor contract structure doesn't just hurt the client — it erodes trust and clarity for automation vendors and builders too. When scope ambiguity exists, disputes become inevitable. Relationships sour, pressure builds, and the environment becomes adversarial rather than collaborative. For programs of this scale — where post-go-live service and future expansion rely on trust — this is a cost no one wants to wear.

A leading retail brand was preparing to finalise contracts for a complex distribution centre automation program. While confident in their procurement team’s process, the reality was clear — they were experts in retail, not automation or large-scale infrastructure builds. Compounding the risk, an ‘interested’ third party was aggressively driving rapid contract execution across both the base build and automation scopes. To fast-track signatures and secure their commercial return, key scope items were deliberately excluded or glossed over.

Fortunately, before execution, the client engaged us to conduct a deep-dive review of the contract suite. The request was simple: ensure the structure, inclusions, deliverables, and system performance guarantees reflected the complexity and risk profile of the project — and wouldn’t leave them exposed.

On early review, we identified:
• Loosely scoped vendor obligations
• Misaligned builder and integrator milestones
• Incomplete handover triggers and undefined go-live criteria
• Gaps across automation-to-building interfaces — including power delivery, slab/rack overlays, and sprinkler alignment
• Scope omissions that would almost certainly lead to variation claims mid-project

What many forget is that poor contract structure doesn't just hurt the client — it erodes trust and clarity for automation vendors and builders too. When scope ambiguity exists, disputes become inevitable. Relationships sour, pressure builds, and the environment becomes adversarial rather than collaborative. For programs of this scale — where post-go-live service and future expansion rely on trust — this is a cost no one wants to wear.

A leading retail brand was preparing to finalise contracts for a complex distribution centre automation program. While confident in their procurement team’s process, the reality was clear — they were experts in retail, not automation or large-scale infrastructure builds. Compounding the risk, an ‘interested’ third party was aggressively driving rapid contract execution across both the base build and automation scopes. To fast-track signatures and secure their commercial return, key scope items were deliberately excluded or glossed over.

Fortunately, before execution, the client engaged us to conduct a deep-dive review of the contract suite. The request was simple: ensure the structure, inclusions, deliverables, and system performance guarantees reflected the complexity and risk profile of the project — and wouldn’t leave them exposed.

On early review, we identified:
• Loosely scoped vendor obligations
• Misaligned builder and integrator milestones
• Incomplete handover triggers and undefined go-live criteria
• Gaps across automation-to-building interfaces — including power delivery, slab/rack overlays, and sprinkler alignment
• Scope omissions that would almost certainly lead to variation claims mid-project

What many forget is that poor contract structure doesn't just hurt the client — it erodes trust and clarity for automation vendors and builders too. When scope ambiguity exists, disputes become inevitable. Relationships sour, pressure builds, and the environment becomes adversarial rather than collaborative. For programs of this scale — where post-go-live service and future expansion rely on trust — this is a cost no one wants to wear.

Our Role

Our Role

Engaged as pre-award reviewers, we brought the experience of having delivered major automation programs from both the vendor and client sides. We performed a structured audit across all contract sets — including builder, automation vendor, and design interface scopes — ensuring:
• Responsibilities were clearly assigned and commercially fixed
• Scope boundaries were locked across trades, with no room for finger-pointing
• Contractual protections reflected the intent of AS4000/4910 standards
• Critical automation clauses — like WMS/WCS responsibilities, interface handoffs, and performance triggers — were embedded
• All interfacing risks (power, slabs, racking, sprinkler, etc.) were brought to the surface and resolved up front

The Outcome

The Outcome

Over $1M in future variation and delay exposure was eliminated before any contract was signed. As the program progressed, several of the issues we had identified — and embedded protections for — began to surface. Thanks to the structured governance established early, these challenges were resolved quickly and fairly, with responsibility assigned to the correct party. This not only protected the client financially — it also prevented vendor-client relationships from breaking down under pressure.

Had these structural gaps remained, the resulting disputes would likely have caused significant cost escalation, project delays, and long-term damage to the trust required for future phases or ongoing support.

Structure Before Spend

Structure Before Spend

Before a dollar was spent or a contractor stepped on site, clarity was secured. This wasn’t just about risk management — it was about enabling long-term collaboration. With the right structures in place, vendors could operate with confidence, builders knew their lane, and the client had the commercial tools to govern without resorting to legal triggers.

Why It Mattered

Why It Mattered

Too many automation programs begin with ambition but lack structural integrity. This one didn’t. By resolving risk up front, we protected not just the client — but also the integrity of relationships between vendors, builders, and internal stakeholders. Because when scope is vague and contracts are rushed, it’s not just money at risk — it’s trust, morale, and momentum. And in large-scale DC builds where service and partnership extend long beyond commissioning, that trust is everything.

Ready to build with us?

Contact us today to start your project.

Ready to build with us?

Contact us today to start your project.

Ready to build with us?

Contact us today to start your project.

Ready to build with us?

Contact us today to start your project.