Subcontract & Supplier Agreement Attorneys in Northern Virginia
Paper Every Tier of the Job
Most of a project’s risk lives below the prime contract, in the subcontracts and purchase orders that move the money and the work. Virginia has rewritten what those documents can say. We draft and review them for contractors, subcontractors, and suppliers across Northern Virginia.
✓ GCs, Subs & Suppliers
✓ Leesburg & Fairfax
✓ Statute-Compliant Terms
What Virginia Says About Your Subcontract
Three Rules That Reach Every Tier
7 Days
Once the owner pays, the money must reach the subcontractor within seven days if that comes before the sixty day deadline
No Advance Waivers
A subcontract signed before work begins cannot waive lien, bond, or extra cost claim rights, and any clause that tries is null and void
$500,000
Above this project value, a general contractor can be jointly liable for a lower tier’s unpaid employee wages
Sources: Code of Virginia § 11-4.6 (payment deadlines, the pay-if-paid ban, and joint and several wage liability on projects over five hundred thousand dollars other than single family residential); § 43-3(C) (advance waiver of mechanic’s lien rights null and void); § 11-4.1:1 (advance waiver of payment bond claims and claims for demonstrated additional costs null and void).
A subcontract used to be whatever the stronger party said it was. Virginia has changed that: payment deadlines are set by statute, several once common risk shifting clauses are now void, and wage liability can climb the chain. Old templates carry unenforceable terms, and both sides need paper that reflects the law as it stands.
The Paper Below the Prime Contract Carries the Risk
The prime contract gets the attention, but the subcontracts and purchase orders underneath it govern most of the labor, most of the material, and most of the payment flow on the job. That is where flow down clauses quietly import the prime contract’s obligations, where withholding and backcharge terms decide who absorbs a problem, and where a template written five years ago may now contain clauses Virginia refuses to enforce. For a general contractor, the subcontract is the risk management tool. For a subcontractor or supplier, it is the document that decides whether you get paid.
We draft and review this paper from either side, and we make it fit together with the prime contract above it and the lien waivers and payment documents that move with every check. When the relationship breaks anyway, our litigation side handles subcontractor and supplier disputes, which is exactly why we know which clauses matter.
Schedule a ConsultationWhere We Come In
- ✓ You are a general contractor whose subcontract template predates the payment law changes
- ✓ You are a subcontractor handed a subcontract and asked to sign it as is
- ✓ You are a supplier and the purchase order terms keep changing on you
- ✓ You need withholding and backcharge procedures that follow the statute
- ✓ You work with the same trades repeatedly and want a master agreement
- ✓ You want the flow down clauses checked against the prime contract
What We Handle
Subcontract & Supplier Services
The downstream paper, drafted to comply with Virginia law and protect your side of it.
Subcontract Drafting
Building the general contractor’s subcontract with scope, schedule, payment, and default terms that fit the project and the statute.
Subcontract Review for Subs
Reading the subcontract before you sign, flagging the void clauses, the risk shifts, and the terms worth pushing back on.
Flow-Down Provisions
Incorporating the prime contract’s obligations downstream deliberately, and catching what should not flow down with them.
Purchase Orders & Supplier Agreements
Drafting supplier paper that settles price, delivery, risk of loss, and whose terms control when forms conflict.
Payment, Withholding & Backcharge Terms
Setting deadlines, notice procedures, and setoff terms that comply with the payment statute instead of fighting it.
Master Agreements & Work Orders
One negotiated master subcontract for the trades you use repeatedly, with short work orders for each job instead of a new contract every time.
The clauses Virginia will and will not enforce
Every subcontract on a private Virginia project now carries statutory payment terms: the general contractor must pay the subcontractor within the earlier of sixty days of an invoice for satisfactorily completed work or seven days after receiving the owner’s payment, withholding requires a written notice within fifty days specifically identifying the noncompliance, the dollar amount, and the responsible party, and making the owner’s payment a condition of paying the sub is unenforceable outside owner insolvency or bankruptcy. Several familiar clauses are simply void. A subcontract or purchase order signed before work begins cannot waive or diminish lien rights, payment bond rights, or the right to claim demonstrated additional costs, and a provision allowing a party to withhold money due on one contract for claims on a different contract is void as against public policy. The waiver rules cut the other way after work starts, though: waivers signed in payment applications and separate documents during the job can still give up real rights, which is why the progress waiver forms deserve as much attention as the subcontract itself. And on projects over five hundred thousand dollars other than single family residential, a general contractor who knew or should have known that a lower tier was not paying its people can be jointly and severally liable for those wages, which makes payroll certifications from every tier a standard part of well drafted paper. Pure material suppliers sit outside the payment timing rules, but their purchase orders still decide everything else.
Attorney Insight
“I still see subcontracts every month with pay-if-paid clauses and advance lien waivers in them, terms Virginia stopped enforcing years ago. The general contractor thinks those clauses protect him, and they do not. The subcontractor thinks he has no rights, and he does. Both sides are running the job on paper that does not mean what they believe it means. When I draft or review a subcontract, the goal is simple: the document should say what the law will actually enforce, allocate the real risks on purpose, and keep the payment machinery clean enough that nobody needs my litigation side.”
Anthony I. Shin, Esq.
Founder, Shin Law Office
Common Questions
Answers Before You Call
Can our subcontract require subs to waive lien rights up front?
No. A clause in a contract signed before any labor, services, or materials are furnished that waives or diminishes lien rights, payment bond rights, or claims for demonstrated additional costs is null and void in Virginia. Waivers signed after work begins are a different matter, which is exactly why the progress payment waiver forms need careful reading.
When do we legally have to pay our subcontractors?
Within the earlier of sixty days of an invoice for satisfactorily completed work or seven days after receiving the owner’s payment for that work. You can still withhold for genuine noncompliance, but only with a timely written notice stating the specific problem, the dollar amount, and the party responsible. Waiting for the owner’s money is no longer a defense.
Can we hold money on one job because of a problem on another job?
No. A contract provision that allows withholding funds due under one contract for alleged claims or damages on a different contract is void as against public policy in Virginia. Each job’s money stays with that job, and cross project setoff clauses in older templates are not enforceable.
Are we really liable for our subcontractor’s payroll?
You can be. On projects over five hundred thousand dollars, other than single family residential, a general contractor who knew or should have known that a lower tier was not paying its employees can be jointly and severally liable for those wages. Sworn payroll certifications from your subs, collected with every pay application, are the standard protection, and we build them into the paper.
Do these rules apply to material suppliers too?
Partly. The statutory payment deadlines do not reach purchase orders with pure material suppliers, but the advance waiver protections do cover suppliers, and the purchase order still controls price, delivery, risk of loss, and remedies. Supplier paper deserves the same attention as a subcontract, especially when both sides’ forms claim to govern.
Related Construction Services
Get the Downstream Paper Right
Whether you send the subcontracts or sign them, the terms should reflect the law Virginia will actually enforce. Send us your template or the draft in front of you. Serving Leesburg, Fairfax, and all of Northern Virginia.
Prefer to talk now? Reach Anthony I. Shin, Esq. at 571-445-6565.
Based in Loudoun County and serving clients across Virginia, Washington DC, and Maryland, we know that when everything’s on the line, the right attorney doesn’t just make a difference, they determine the outcome.
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Copyright © 2026 Shin Law Office, PLC. All rights reserved.
Copyright © 2026 Shin Law Office, PLC. All rights reserved.
Reproduction of any content on this site is prohibited except for individual, non-commercial, informational use. This limited permission does not allow modification, distribution, or incorporation of any content into other works or publications in any medium. You may not reproduce or distribute content from this site to any third party.