Subcontractor Agreement Pack (Supplier Side)

Most subcontractors never get to write the contract. This pack gives you paper to send with your quote, and a negotiation ladder for the paper you get sent instead.

WHAT IS INCLUDED

Subcontract Agreement, Supplier Side: A complete subcontract agreement drafted from the subcontractor's seat. Thirty-three clauses covering payment, variations, delay, defects, liability, intellectual property, insurance, suspension and termination, with six schedules to complete.

Negotiation Ladder (built into the agreement): Ten issues that decide whether a subcontract makes you money. For each one: the position to open with, where the negotiation realistically lands, and the term that costs you more than the job is worth. Use it against any subcontract, not only this one.

Contract Review Checklist (Word): Run it against a contract you have been handed. Fifteen checks that surface the terms most likely to hurt a supplier, in the order they usually appear.

Variation Claim and Delay Notice (Word): Two short notice templates. A variation clause is worth nothing if you do not know how to invoke it, and most subcontractors lose claims by saying it on site instead of in writing.

Six schedules: Scope and acceptance criteria, price and payment, programme, disclosed flow-down obligations, insurance, and a work order form.

File types: .docx Delivery: instant download Jurisdiction: South Africa

WHY THIS MATTERS

Suppliers to larger businesses sign between forty and a hundred and twenty documents a year that somebody else drafted. The clauses that cost money are rarely in the scope or the price.

Paid when paid. Your client pays you only once their client has paid them. You end up financing a company larger than yours, on terms you did not agree, with a party you have never met. Clause 12 of this agreement makes payment due thirty days after certification and says in terms that it does not depend on anyone upstream.

The claims bar. Most subcontracts give you fourteen or twenty-eight days to notify a claim, and extinguish it entirely if you miss the date. Clause 6 gives you fifteen business days and lapses a claim only to the extent that late notice caused actual prejudice.

Termination for convenience. They can cancel on short notice. You have already paid for mobilisation, plant hire and people you cannot release in a fortnight. Clause 27 provides for demobilisation costs and committed materials.

The cession bar. A blanket restriction on cession quietly makes invoice discounting impossible, which matters most to the businesses that need it most. Clause 24 lets you cede receivables to a financier without asking permission.

Your lien. A subcontractor has a common law right of retention over the works until it is paid. Most contractor paper waives it at signature. Clause 15.7 keeps it.

WHEN TO USE THIS PACK

• You are quoting for work as a subcontractor, specialist contractor or services supplier
• You have been sent a main contractor's subcontract and need to know what to push back on
• You want your own terms to attach to a quotation, before the other side sends theirs
• Your customers are larger than you and always write the contract
• You are appointing your own subcontractors and want to see both sides of the same deal

HOW TO USE IT

• Complete Schedule 1 first. Scope, exclusions, deliverables and acceptance criteria. Almost every payment dispute is a scope dispute wearing different clothes.
• Complete Schedules 2 and 3. Price, rates for variations and standing time, invoicing dates and the programme.
• Send the agreement with your quotation, before the other side sends theirs. Whoever sends first sets the starting point.
• If you have already been sent their paper, work through the Negotiation Ladder instead and mark up their draft against it.
• Fill in Schedule 4 honestly. You are bound only by main contract obligations that have been shown to you in writing. Ask for the extracts. If they will not produce them, price the risk.
• Keep the two notice templates where your project manager can find them.

FAQ

Will a main contractor accept my agreement? Sometimes, particularly on smaller appointments and where you are a specialist. More often it becomes the starting point for a negotiation rather than the signed document. That is why the Negotiation Ladder is in the pack. It works whether or not your paper survives.

Is pay when paid lawful in South Africa? Between commercial parties it is generally enforceable. That is precisely why it is worth negotiating. A hard long-stop date, so that payment cannot be deferred indefinitely, is the most commonly accepted compromise.

Does this work outside construction? Yes. It is drafted for any supplier performing part of somebody else's contract, including engineering, facilities, industrial services, ICT and professional services. Schedule 1 is where you make it specific to your work.

Do I need a lawyer to use it? No. It is written in plain language and the guidance page tells you which decisions to make. If the contract is large, or the other side has sent you their own draft, a review is worth the money.

My contract is already signed. Is this any use? Yes, for the next one, and the Negotiation Ladder will show you what you agreed to. If you are in difficulty on a signed contract, that is a review, not a template.

Can I use it more than once? Yes. It is licensed for unlimited use within your own business.

NEED MORE

Contract Health Check, R4 500. Send us the subcontract you have been handed. You get a marked-up version with our position on each clause that matters, and a call to work through it. If you bought this pack within the last thirty days, the R1 950 comes off the price.

Email hello@thestartuplegal.co.za to book one.

LEGAL NOTE

These templates are starting points. They are not legal advice and do not replace speaking to a lawyer about your situation.

• South Africa only. The content is written with South African law in mind. If you operate elsewhere, or your contract has cross-border elements, get local advice.
• No attorney-client relationship. Buying or using this pack does not make us your lawyers. We act for you only once we have signed a separate engagement letter.
• One size does not fit all. You must customise the documents before using them, and make sure they match your facts, your commercial position and your risk appetite.
• Laws change. We keep materials current as far as we reasonably can, but legislation and case law evolve. Check you are using the latest version.
• Special rules may apply. Public sector work, regulated sectors and projects involving CIDB registration or Construction Regulations duties may need additional provisions.
• Your responsibility. You are responsible for how you complete, sign and implement the documents.

The StartUp Legal is a legal services consultancy. It is not a law firm, does not conduct litigation and does not operate a trust account.