Flow-down and payment terms
Most subcontracts incorporate the prime contract by reference, which means obligations the general contractor accepted from the owner flow down to you, sometimes without your having seen that contract. Ask for it. Payment provisions deserve close attention: New York courts have generally refused to enforce clauses that make a subcontractor's payment entirely conditional on the owner paying the general contractor, while clauses that address only the timing of payment are treated differently. Retainage, change order procedures, and how disputed work is paid for while a disagreement is resolved also shape cash flow on the job.
Notice clauses and lien rights
Subcontracts often require written notice of delays, extra work, or claims within short periods, and missed notices are a common reason otherwise valid claims are lost. Keep daily logs, photographs, and every written direction from the general contractor's field staff. Mechanic's lien rights in New York carry their own filing deadlines, and on public projects the process works differently, with payment bonds often serving as the main source of recovery. New York generally does not enforce advance waivers of lien rights, but the lien waivers signed with each payment can still give up rights, so read those forms before signing them. If the project falls behind schedule, delay claims and backcharges usually follow, and the daily record becomes the main evidence on both sides.
Reviewing the subcontract
We read the subcontract alongside the prime contract and focus on scope, payment, indemnity, insurance requirements, notice, and dispute resolution. New York limits indemnity clauses in construction contracts that would shift the general contractor's own negligence onto a subcontractor, but broad clauses still appear and insurance requirements often fill the gap. Outside construction, subcontracts in government contracting and technology services raise their own flow-down issues. Before signing, bring the bid documents, the draft subcontract, and any scope clarifications, and we will mark which changes are worth requesting. Signing first and negotiating later rarely works, because the signed version is the one that will be enforced.
