Flow-down clauses and the prime contract
Most construction subcontracts incorporate the prime contract between the owner and the general contractor, binding the subcontractor to its obligations as they relate to the subcontracted work. That means schedule requirements, change procedures, warranty terms, and dispute provisions in a document you may never have seen can apply to you. Ask for the relevant portions of the prime contract before signing. Scope descriptions should be specific, including exclusions, because ambiguity about who supplies what often turns into a backcharge later. Delay terms, including any waiver of delay damages, deserve close attention on a project with a tight schedule.
Payment, notice, and lien rights
Payment provisions often tie the subcontractor's payment to the contractor's receipt of payment from the owner. New York courts have generally refused to enforce clauses that make payment depend entirely on the owner paying first, while clauses that only affect timing are treated differently, and the rules vary in other states. Notice provisions for changes, delays, and claims are often strict, and missing a written notice can forfeit an otherwise valid claim. Mechanic's lien rights, and claims against payment bonds on bonded or public projects, come with their own short deadlines and filing requirements. Retainage, the lien waivers signed with each payment, and the conditions for final payment should be understood before the first invoice goes out.
Indemnity, insurance, and when to call
Construction subcontracts usually require the subcontractor to indemnify the contractor and owner and to name them as additional insureds. New York limits how far an indemnity clause in a construction contract can shift responsibility for the other party's own negligence, and the drafting affects whether the clause holds up. Your insurance broker should compare the insurance requirements with your actual coverage before you sign. We can review a subcontract before you commit, or step in once a payment, change, or delay dispute has begun; either way, bring the subcontract, the prime contract sections you received, change orders, daily logs, and correspondence. Getting notices out on time is often where early advice helps most.
