Legal — Trade Partners
Hatley Construction & Repair LLC d/b/a Hatley Construction & Millwork
113 State Ave, STE 101, Clayton, NC 27520 | 919-879-0639
When entering into a subcontractor relationship with Hatley Construction & Repair LLC, the subcontracting party ("Subcontractor") is affirming commitment to the outlined work and these terms. These Subcontractor Terms & Conditions ("Sub Terms") apply to and are incorporated into all Bid Requests, Purchase Orders, Change Orders, and other project documents issued by Hatley Construction & Repair LLC (the "Contractor") to Subcontractor.
Definitions: (i) "PMS" means Contractor's project management and document-tracking system; (ii) "PO" means Purchase Order; (iii) "COI" means Certificate of Insurance; (iv) "Customer" means the end client of Contractor for whom work is being performed.
1.1 Incorporation; Order of Precedence. These Sub Terms are incorporated into every Bid Request, Purchase Order, and Change Order issued to Subcontractor. If there is a conflict, the following order controls: (1) Executed Purchase Order (including accepted bid scope and pricing), (2) Approved Change Orders, (3) These Sub Terms, (4) Bid Request documents, (5) All other project communications.
1.2 Acceptance; Electronic Signatures; PMS Records. Subcontractor accepts and is bound by these Sub Terms by: (a) signing (including e-signature), (b) approving or accepting any document in the PMS, (c) accepting any Purchase Order, (d) commencing work, or (e) accepting any payment. Electronic signatures and electronic records are enforceable to the maximum extent allowed by law. PMS logs, approvals, messages, and document history may be used as business records to evidence authorization, scope, pricing, and timing.
1.3 Entire Agreement. The accepted Purchase Order plus these Sub Terms and approved Change Orders constitute the entire agreement between Contractor and Subcontractor for the referenced scope and supersede prior discussions or representations.
1.4 Independent Contractor Status. Subcontractor is an independent contractor, not an employee, agent, partner, or joint venturer of Contractor. Subcontractor shall have sole responsibility for its employees, labor, tools, equipment, means, methods, and manner of performing the work. Nothing in these Sub Terms shall be construed to create an employment, agency, partnership, or joint venture relationship.
1.5 No Exclusivity; No Guaranteed Work. These Sub Terms do not guarantee any minimum volume of work. Contractor is under no obligation to issue Purchase Orders to Subcontractor, and Subcontractor is free to perform work for other parties, subject to Articles 11 and 12.
1.6 Force Majeure. If events beyond a party's reasonable control (material shortages, labor issues, acts of God, government action, pandemics, etc.) make performance commercially unreasonable, the affected party is excused during the event. If the event continues more than sixty (60) days, either party may terminate by written notice. Subcontractor shall be paid for work properly performed up to termination, subject to Article 5.
1.7 Promotional Use. Contractor may photograph and document work in progress and completed work for promotional, marketing, and portfolio purposes. Subcontractor shall not publish, post, or use photos or descriptions of Contractor's projects, customers, or work product without Contractor's prior written consent. Subcontractor shall not represent itself as the general contractor, designer, or builder of record on any Contractor-originated project.
1.8 Privacy & Data Protection. Subcontractor acknowledges Contractor uses third-party software platforms to manage projects and communications. Subcontractor shall not hold Contractor liable for data breaches, unauthorized access, or data loss caused by third-party software providers, criminal intrusion, or events beyond Contractor's reasonable control.
2.1 W-9 Required. Subcontractor shall provide a current, signed IRS Form W-9 prior to issuance of any Purchase Order or any payment. Contractor shall not be obligated to issue payment to any party without a current W-9 on file.
2.2 Certificate of Insurance (COI) Required. Subcontractor shall provide a current Certificate of Insurance prior to commencing any work on any project, evidencing the minimum coverages specified in Article 10. COI shall be maintained continuously throughout the engagement; if COI lapses, Subcontractor shall not perform any additional work until reinstated, and Contractor shall not be obligated to pay for work performed during any lapse period.
2.3 Contractor License. Where a contractor license is required under North Carolina law for the scope of work, Subcontractor shall provide proof of current, unrestricted license prior to commencing work. Subcontractor shall notify Contractor immediately of any license suspension, revocation, or disciplinary action.
2.4 Additional Insured Status. Subcontractor shall name Hatley Construction & Repair LLC as an additional insured on its General Liability policy for all work performed under any Purchase Order. Evidence of additional insured status shall be provided via endorsement or equivalent documentation.
2.5 No Payment Without Documents. No invoice shall be processed for payment unless all documents required under this Article are current and on file. Submission of an invoice without current W-9, COI, and (where applicable) license documentation shall result in the invoice being held without accrual of late charges against Contractor until documents are current.
2.6 Ongoing Compliance. Subcontractor shall notify Contractor in writing within five (5) business days of any change in insurance coverage, license status, entity name, tax ID, or payment routing information. Payment shall not be made to any party other than the vendor on file unless otherwise agreed in writing.
3.1 Scope Limited to Purchase Order. Subcontractor's scope of work shall be strictly limited to the scope defined in the executed Purchase Order, as updated by approved Change Orders. All items not explicitly listed in the Purchase Order or a Change Order are outside scope and shall not be performed.
3.2 No Work Without Purchase Order. Subcontractor shall not commence any work, procure any materials, or incur any costs on behalf of Contractor without a duly issued and accepted Purchase Order. Work performed without a Purchase Order shall not be compensable.
3.3 Written Authorization for Extra Work. Any work outside the Purchase Order scope — including but not limited to additional labor, materials, travel, mobilization, or site coordination — shall require written authorization via Change Order prior to commencement. Verbal requests from Contractor's personnel, field staff, Customer, or General Contractor ("GC") do not authorize extra work for billing purposes unless documented under Section 3.4.
3.4 Urgent Field Conditions — Commercial Only. For commercial projects with immediate field conditions requiring urgent action, Subcontractor may proceed on verbal authorization from Contractor's designated project manager only if: (a) the verbal authorization is confirmed in writing (email, text, or PMS message) within twenty-four (24) hours, (b) scope and pricing are documented in that confirmation, and (c) Contractor's project manager acknowledges the confirmation in writing. Unconfirmed verbal direction shall not authorize billing.
3.5 Unauthorized Work. Work performed outside the Purchase Order scope without written authorization under Sections 3.3 or 3.4 shall not be billable to Contractor and shall not be the basis for any claim, lien, or offset.
3.6 Customer Interaction. Subcontractor shall not negotiate scope, pricing, timeline, or selections directly with Customer. All Customer communications regarding scope, pricing, or changes shall be directed to Contractor. Subcontractor may communicate with Customer regarding site access, safety, and immediate field logistics only.
4.1 Written Change Orders Required. All changes to scope, pricing, or schedule shall be documented via written Change Order issued through the PMS or by email/signed document, and shall not be effective until accepted by Subcontractor and Contractor in writing.
4.2 Pricing Basis. Change Order pricing shall be consistent with the unit pricing or cost basis established in the original accepted bid, where applicable. Where no established unit pricing exists, Subcontractor shall submit detailed pricing for Contractor's review and approval prior to commencement.
4.3 Schedule Impact. Any claim for additional time due to a Change Order shall be stated in writing at the time of Change Order execution. Failure to claim schedule impact at that time shall be deemed a waiver of any schedule-related claim arising from the Change Order.
5.1 Standard Payment Terms. Unless otherwise agreed in writing, payment to Subcontractor shall be made within thirty (30) days of Contractor's receipt of a properly submitted invoice meeting the requirements of Section 5.2, subject to Contractor's billing cycle and payment schedule.
5.2 Invoice Requirements. Every invoice submitted by Subcontractor shall:
Invoices that do not meet these requirements shall be returned to Subcontractor for correction, and the payment clock shall not begin until a corrected invoice is received.
5.3 Progress Billing. For Purchase Orders spanning multiple project phases or extended durations, Subcontractor may submit progress invoices for completed work, subject to Contractor's approval of percentage complete and any retention withheld.
5.4 Retention. Contractor reserves the right to withhold up to ten percent (10%) retention on progress billings, released upon Substantial Completion and acceptance of the work, or as otherwise agreed in writing.
5.5 Final Payment. Final payment for any Purchase Order scope shall be contingent upon: (a) completion of all punch list items, (b) final acceptance of work by Contractor, (c) delivery of unconditional lien waivers per Article 6, and (d) resolution of any outstanding backcharges per Section 5.7.
5.6 No Advance Payments. Contractor shall not advance funds, pay mobilization fees, or issue up-front payments to Subcontractor prior to work being performed and invoiced, except in writing on a case-by-case basis. For clarity, this Section addresses advance payments to Subcontractor only; the ten percent (10%) retention under Section 5.4 is a separate mechanism and is unaffected by this Section. Submission of a Purchase Order does not obligate Contractor to advance funds.
5.7 Backcharges. Contractor reserves the right to backcharge Subcontractor for costs incurred by Contractor due to Subcontractor's acts or omissions, including but not limited to: damage to Contractor's or other trades' work; rework required due to Subcontractor errors; cleanup or debris removal not performed by Subcontractor; materials or labor furnished by others to correct Subcontractor's work; schedule delays attributable to Subcontractor; and trip charges for remobilization caused by Subcontractor. Backcharges may be deducted from amounts owed to Subcontractor upon written notice.
5.8 Disputed Amounts. Undisputed portions of invoices shall be paid per standard terms. Disputed amounts shall be identified by Contractor in writing within fifteen (15) business days of invoice receipt; both parties shall make good-faith efforts to resolve disputes within thirty (30) days thereafter.
5.9 Pay-When-Paid — Commercial Pass-Through. For commercial projects where Contractor is engaged as a subcontractor to a GC or CM, payment to Subcontractor for pass-through scope may be conditioned upon Contractor's receipt of payment from the GC/CM for that scope. Subcontractor's payment shall be made within ten (10) business days of Contractor's receipt of payment from the GC/CM. This Section shall apply only where expressly noted on the Purchase Order.
5.10 No Payment Without PO. No invoice for work performed without a Purchase Order or written Change Order shall be paid.
6.1 Conditional Waivers with Progress Billings. Each progress invoice shall be accompanied by a conditional waiver and release upon progress payment, in a form acceptable to Contractor, covering the amount invoiced through the billing date.
6.2 Unconditional Waivers After Payment. Within five (5) business days of Subcontractor's receipt of payment, Subcontractor shall deliver to Contractor an unconditional waiver and release upon progress payment for the amount received.
6.3 Final Waivers. Final payment shall be contingent upon delivery of (a) an unconditional waiver and release upon final payment, and (b) where applicable, waivers from Subcontractor's own lower-tier subcontractors and material suppliers covering all amounts owed in connection with the work.
6.4 No Liens Against Contractor's Work. Subcontractor shall not file, cause to be filed, or permit the filing of any lien, claim, or encumbrance against Contractor's property, Contractor's Customer's property, or any project on which Contractor is engaged, for any amount owed by Contractor to Subcontractor, except in accordance with North Carolina lien law after exhaustion of these Sub Terms' dispute resolution provisions.
7.1 Industry Standards. All work shall be performed in a workmanlike manner consistent with the highest standards of the trade, in compliance with all applicable building codes, manufacturer specifications, and, where applicable, ANSI/AWI standards referenced in Contractor's Customer Terms & Conditions.
7.2 Compliance with Specifications. Subcontractor shall perform work in strict accordance with Contractor's approved drawings, specifications, Customer selections, and Purchase Order scope. Any deviation shall require written approval via Change Order.
7.3 Field Verification. Subcontractor shall verify field conditions, dimensions, and prerequisite trade work prior to commencing work. Subcontractor shall promptly notify Contractor in writing of any condition preventing proper performance. Commencement of work shall constitute acceptance of field conditions, and Subcontractor shall be responsible for any rework required due to conditions Subcontractor knew or should have known prior to commencement.
7.4 Protection of Other Work. Subcontractor shall protect its own work, the work of other trades, and the property of Contractor and Customer during performance. Damage to other work or property caused by Subcontractor shall be repaired or replaced at Subcontractor's sole cost, or backcharged per Section 5.7.
7.5 Cleanup. Subcontractor shall remove its own debris, packaging, and trade waste daily and upon completion. Failure to clean up shall result in cleanup performed by others and backcharged per Section 5.7.
7.6 Callbacks and Warranty Service. Subcontractor shall respond to warranty or callback requests within five (5) business days of notice from Contractor. Failure to respond shall authorize Contractor to perform or engage others to perform the corrective work and backcharge Subcontractor at actual cost plus fifteen percent (15%) administrative markup.
7.7 Safety. Subcontractor shall comply with OSHA and all applicable federal, state, and local safety regulations. Subcontractor shall be solely responsible for the safety of its personnel, tools, and work.
8.1 Warranty Term. Subcontractor warrants its work against defects in materials and workmanship for a period of one (1) year from the date of Substantial Completion of the project, or such longer period as may be required by law, manufacturer warranty pass-through, or the Purchase Order. This warranty runs concurrently with Contractor's warranty to Customer and extends to Contractor's Customer.
8.2 Pass-Through Warranty. Subcontractor acknowledges Contractor's Customer is a third-party beneficiary of Subcontractor's warranty and may enforce warranty obligations directly or through Contractor.
8.3 Exclusions. Subcontractor's warranty shall not cover: (a) damage caused by Customer misuse, abuse, or neglect; (b) damage caused by failure to maintain site conditions per Contractor's Customer Terms & Conditions; (c) damage caused by other trades or parties after Subcontractor's work is complete; (d) normal wear and tear; and (e) acts of God.
8.4 Response Time. Subcontractor shall inspect warranty claims within five (5) business days of notice and complete corrective work within fifteen (15) business days of determining the claim is valid, unless a longer period is reasonable given the scope of corrective work required.
8.5 Manufacturer Warranties. Subcontractor shall pass through all applicable manufacturer warranties to Contractor for Contractor's benefit and the benefit of Customer.
9.1 Professional Conduct. Subcontractor and its personnel shall conduct themselves professionally on all project sites. Profanity, offensive behavior, harassment, and intoxication are prohibited.
9.2 No Drugs; No Alcohol. Subcontractor's personnel shall not use, possess, or be under the influence of alcohol, illegal drugs, or impairing substances while on any project site.
9.3 Customer Interaction. Subcontractor shall treat Customer, Customer's family, Customer's property, and Customer's other contractors with respect at all times. Subcontractor shall not discuss pricing, contract terms, disputes, or any other business matters with Customer.
9.4 Smoking. Smoking is prohibited inside any structure or within areas designated non-smoking by Customer or Contractor.
9.5 Site Protection. Subcontractor shall take reasonable measures to protect Customer's property, including floors, walls, fixtures, finishes, landscaping, and personal property, during the course of work.
9.6 Hours of Work. Subcontractor shall observe Customer's and Contractor's posted or communicated hours of work. Work outside standard hours shall require Contractor's advance written approval.
10.1 Minimum Insurance Requirements. Subcontractor shall maintain, at its sole cost, the following minimum insurance coverages throughout the term of engagement:
10.2 Additional Insured; Waiver of Subrogation. Contractor shall be named as additional insured on Subcontractor's General Liability and Umbrella policies, with waiver of subrogation in favor of Contractor on all policies. Coverage shall be primary and non-contributory with respect to any insurance maintained by Contractor.
10.3 Indemnification. To the fullest extent permitted by North Carolina law, Subcontractor shall defend, indemnify, and hold harmless Contractor, its officers, employees, and Customers from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Subcontractor's performance of the work, (b) acts or omissions of Subcontractor or its employees, agents, or lower-tier subcontractors, (c) Subcontractor's breach of these Sub Terms, (d) Subcontractor's violation of applicable law, and (e) damage to property or injury to persons caused in whole or in part by Subcontractor.
10.4 Survival. Insurance and indemnification obligations under this Article shall survive termination of any Purchase Order and these Sub Terms.
11.1 No Assignment. Subcontractor shall not assign, subcontract, or delegate any Purchase Order or any rights or obligations under these Sub Terms without Contractor's prior written consent. Any attempted assignment without consent shall be void.
11.2 No Substitution of Personnel. Subcontractor shall not substitute another firm's personnel, labor, or entity for performance of the work without Contractor's prior written approval. All personnel performing work shall be direct employees or duly authorized lower-tier subcontractors of Subcontractor.
11.3 Responsibility for Lower-Tier Subcontractors. Where Subcontractor engages lower-tier subcontractors with Contractor's written approval, Subcontractor shall be fully responsible for the acts, omissions, work product, insurance, and payment of all such lower-tier subcontractors. Subcontractor shall flow down all applicable requirements of these Sub Terms to lower-tier subcontractors.
12.1 Confidential Information. Customer names, contact information, project details, pricing, drawings, specifications, processes, methods, pricing formulas, and all other information disclosed by Contractor to Subcontractor in connection with any project are confidential and proprietary to Contractor. Subcontractor shall not disclose, use, or reproduce Confidential Information except as necessary to perform the work.
12.2 Non-Solicitation of Customers. During the term of engagement and for a period of two (2) years following completion of the last Purchase Order, Subcontractor shall not directly or indirectly solicit, contact, or perform work for any Contractor Customer introduced to Subcontractor through Contractor, for any scope of work within Subcontractor's trade, except through Contractor. This restriction applies only to Customers Subcontractor first learned of through Contractor and does not restrict Subcontractor from continuing pre-existing relationships.
12.3 Non-Solicitation of Employees. During the term of engagement and for a period of one (1) year following completion of the last Purchase Order, Subcontractor shall not solicit, hire, or engage any Contractor employee or subcontractor as an employee or subcontractor of Subcontractor's business.
12.4 Return of Materials. Upon completion of each Purchase Order or termination of engagement, Subcontractor shall return or destroy all Confidential Information, drawings, specifications, and materials provided by Contractor, except as required to be retained by law.
12.5 Remedies. Subcontractor acknowledges that breach of this Article may cause irreparable harm to Contractor for which monetary damages would be inadequate, and Contractor shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.
13.1 Termination for Cause. Contractor may terminate any Purchase Order or these Sub Terms immediately for cause, including but not limited to: (a) Subcontractor's failure to perform work in accordance with specifications; (b) Subcontractor's failure to maintain required insurance or licenses; (c) Subcontractor's material breach of any provision; (d) Subcontractor's abandonment of the work; (e) Subcontractor's insolvency, bankruptcy, or assignment for the benefit of creditors; or (f) conduct by Subcontractor or its personnel that is unsafe, unlawful, or damaging to Contractor's reputation or Customer relationship.
13.2 Termination for Convenience. Contractor may terminate any Purchase Order for convenience upon seven (7) days written notice. Upon termination for convenience, Subcontractor shall be paid for work properly performed and materials properly ordered or allocated as of the termination date, subject to verification and standard payment terms.
13.3 Consequences of Termination for Cause. Upon termination for cause, Contractor may: (a) engage others to complete the work, (b) backcharge Subcontractor for the reasonable cost of completion in excess of the original Purchase Order amount, (c) withhold payment pending completion and determination of backcharges, and (d) pursue any other remedies available at law or equity.
13.4 Survival. The following provisions shall survive termination: Article 2 (ongoing compliance for prior work), Article 5 (payment for work performed), Article 6 (lien waivers), Article 7.6 (callbacks), Article 8 (warranty), Article 10 (insurance and indemnification), Article 12 (confidentiality and non-solicitation), and Article 14 (legal terms).
14.1 Governing Law. These Sub Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-laws principles.
14.2 Venue. All disputes arising from or related to these Sub Terms or any Purchase Order shall be resolved through litigation in the Superior Court of Wake or Johnston County, North Carolina, at Contractor's election.
14.3 Jury Trial Waiver. To the extent permitted by law, both parties waive the right to a jury trial in any dispute arising from these Sub Terms or any Purchase Order.
14.4 Attorney's Fees. In any dispute arising from these Sub Terms or any Purchase Order, the non-prevailing party shall be responsible for all court costs, filing fees, attorney's fees, and legal expenses incurred by the prevailing party.
14.5 Notices. All formal notices required under these Sub Terms shall be in writing and delivered by (a) email to the address on file, (b) PMS message, or (c) certified U.S. mail to the principal business address on file. Notice shall be deemed effective upon delivery confirmation or three (3) business days after mailing, whichever is earlier.
14.6 Severability. If any provision of these Sub Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable consistent with the original intent.
14.7 No Waiver. Contractor's failure to enforce any provision shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing and signed by Contractor.
14.8 Amendments. These Sub Terms may be amended or updated by Contractor from time to time. Updated Sub Terms shall apply to all Purchase Orders issued after the effective date of the update. Subcontractor's acceptance of any Purchase Order issued after an update shall constitute acceptance of the updated Sub Terms.
By signing below, accepting any Purchase Order in the PMS, commencing any work, or accepting any payment from Hatley Construction & Repair LLC, Subcontractor acknowledges receipt and acceptance of these Subcontractor Terms & Conditions.
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Warranty & Callbacks: warranty@hatleyconstruct.com | Office: 919-879-0639