This Material Subcontractor Agreement is between a general contractor and a
subcontractor whereby the general contractor pays the subcontractor for the purpose of
providing material to the general contractor. This template document contains
provisions for the subcontractor’s responsibilities, length of the agreement, and fees.
This document can be customized to ensure that the understandings of the parties are
properly set forth. This document should be used by general contractors needing
material or subcontractors that are material suppliers.
Material Subcontractor Agreement
MATERIAL SUBCONTRACTOR AGREEMENT
THIS MATERIAL SUBCONTRACTOR AGREEMENT (the “Agreement), made this
____ day of ________________, 2_____, by and between ______________ (the “General
Contractor”) and ____________________ (the “Subcontractor”).
WHEREAS, the General Contractor wishes to obtain the services of the Subcontractor
for the purposes of providing material to the General Contractor for the Work to be performed at
AND WHEREAS, the Subcontractor’s main business activity and services include the
supplying of __________________________ materials to contractors;
AND WHEREAS, the Subcontractor is desirous to provide its material supplier services
to the General Contractor pursuant to the terms and conditions contained herein.
NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable
consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the General Contractor and the Subcontractor hereto
covenant and agree as follows:
1.01 The Subcontractor shall provide the following material supplier services to the General
Contractor for the performance of the Work (the “Work”) to be completed by the General
Contractor at the Premises pursuant to the terms and conditions contained on Schedule
“A” annexed hereto:
1.02 The Subcontractor shall provide the material supplier services to the General Contractor
for the performance of the Work at the Premises municipally known as
__________________ (the “Premises”) or at such other location as the General
Contractor may direct.
1.03 The Subcontractor shall provide the materials to the General Contractor at the Premises
in accordance with the delivery schedule contained on Schedule “B” annexed hereto.
2.01 The General Contractor hereby agrees that it shall pay to the Subcontractor the sum of
____________ ($_______) Dollars (the “Fees”) for the material supplier services at the
2.02 The General Contractor shall pay the Fees to the Subcontractor as follows:
(a) upon execution of this Agreement, the General Contractor shall pay to the
Subcontractor a Deposit in the sum of _____________ ($_______) Dollars (the
“Deposit”) by way of cash, certified check, money order or bank draft, in
contemplation of the Subcontractor providing the material to the General Contractor
for the Work at the Premises; and
(b) upon the completion of delivery of the materials by the Subcontractor to the General
Contractor for the Work at the Premises, the General Contractor shall pay to the
Subcontractor the balance of the Fees due and owing by way of cash, certified check,
money order or bank draft. The balance of the Fees due and owing to the
Subcontractor shall be paid to the Subcontractor in full within ______ (____) days of
the completion of the Work.
3.00 TERMS OF RELATIONSHIP
3.01 Subject to the condition that each of the parties hereto and their servants, agents and sub-
contractors shall at all material times have the necessary qualifications, each of the
General Contractor and the Subcontractor agrees to use and contract exclusively with the
other party for the material services to be performed at the Premises.
4.00 SUBCONTRACTOR RESPONSIBILITIES
4.01 The Subcontractor shall undertake and complete in a timely and good and workmanlike
manner the material services required at the Premises by the General Contractor to the
same extent and in the same manner as if the Subcontractor had been contracted for
providing the material services at the Premises independently.
4.02 The Subcontractor shall maintain at a minimum a standard commercial public liability
and property damage insurance with a ____________________ ($____________) Dollar
coverage limit and having the General Contractor as an additional insured together with
all other Stated specific legislated workers compensation insurance coverage and any
other insurance as may be reasonably required by the particular General Contractor.
5.01 The term of this Agreement shall be for a period of _____________ (___) weeks or
months commencing from the date hereof and ending on the _____ day of _____________,
2_______, unless terminated at an earlier date pursuant to provisions contained herein.
6.00 SCHEDULING OF WORK
6.01 The Subcontractor agrees that it shall not deliver any material to the Premises or
commence the Work until the Subcontractor receives written notice from the General
Contractor to do so.
6.02 The Subcontractor will commence the Work upon receiving such written notification
from the General Contractor and shall perform the Work on Work Days. Work Days
shall mean the days commencing Monday through Friday between the hours of _______
a.m. and _______ p.m.
7.00 TERMINATION OF AGREEMENT
7.01 This Agreement shall be terminated prior to the end of the term and the General
Contractor and the Subcontractor will relieved of any further obligations hereunder as follows:
(a) where an execution or any other process of any court shall become enforceable
against one party or a distress or analogous process shall be levied upon the
property of one party or any part thereof then in either event the other party, at its
sole option, may terminate this Agreement;
(b) where one party shall become insolvent or commit an act of bankruptcy, or make
an assignment in bankruptcy or a bulk sale of its assets or a bankruptcy petition
shall be filed or presented against a party and not be bona fide opposed by such
party the other party, at its sole option, may terminate this Agreement; or
(c) either party may terminate this Agreement where the other has ceased to carry on
the business contemplated by this Agreement and as was being carried on as of
the date hereof.
8.00 GENERAL PROVISIONS
8.01 This Agreement shall be governed by and interpreted according to the laws of the State of
8.02 The Subcontractor liability shall be strictly limited to the value of the material services
agreed to be performed and for greater certainty the Subcontractor shall not be liable for
any general, special, incidental or consequential damages including, but not limited to,
property and equipment damage, loss of production, loss of profits, loss of revenue, or
any other business or economic disadvantage suffered by either the General Contractor or
the customer on account of any default or negligence of the Subcontractor. The
Subcontractor agrees to indemnify and save the General Contractor harmless from any
claims or judgments brought or made against it in contravention or excess thereof.
8.03 This Agreement may not be assigned or transferred by either party without the express
written consent of the other party which consent may be withheld in the discretion of the
8.04 This Agreement and the Schedules referred to herein constitute the entire agreement
between the parties and supersede all prior agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether oral or
written, express or implied, with respect to the subject matter hereof. The parties further
acknowledge and agree that, in entering into this Agreement, they have not in any way
relied, and will not in any way rely upon any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings, express
or implied, not specifically set forth in this Agreement or in such schedules, documents or
8.05 Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder
8.06 This Agreement shall be binding upon and enure to the benefit of the parties and their
respective heirs, administrators, executors, successors and permitted assigns. Nothing
herein, express or implied, is intended to confer upon any person, other than the parties
and their respective heirs, administrators, executors, successors and permitted assigns,
any rights, remedies, obligations or liabilities under or by reason of this Agreement.
IN WITNESS WHEREOF, the General Contractor and the Subcontractor have
executed this Agreement as of the day and year first written above.
I have authority to bind the Company.
I have authority to bind the Company.
TERMS AND CONDITIONS
DELIVERY SCHEDULE OF MATERIALS
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