SA-2025 PDF Generator

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Page 1 Cover

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Subcontract
Agreement
SA-2025
Project
Trade
Subcontractor
Reference

Page 2 Foreword

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FOREWORD

FOREWORD to SA-2025

SA-2025 is the latest update to the Subcontract Agreement, ensuring it remains practical, balanced and aligned with NZS 3910:2023 and current industry standards.

Developed with input from contractors, subcontractors and legal experts, this version reflects best practice in risk allocation and compliance. Special thanks to Mark Holland of Hazelton Law for his legal advice and drafting, and to the Specialist Trade Contractors Federations, particularly Richard Arkinstall and Rod Fulford, for their valuable input. We also acknowledge the contribution of Allan Barclay.

First introduced in 2009 as a collaborative effort, this agreement has evolved through regular updates, including the 2017 revision aligning with the Construction Contracts Amendment Act 2015, NZS 3910:2013 and NZS 3916:2013.

SA-2025 is available only in digital PDF format and is subject to copyright. It may not be altered or reproduced without permission.

Dedication

This edition of the Subcontract Agreement is dedicated to Rodney (Rod) James Fulford, who passed away on 15 June 2025 at the age of 84.

Rod played a pivotal role in the original development of this agreement in 2009 and remained actively involved in subsequent updates, including SA-2025. His tireless commitment to improving subcontracting practice, his deep industry knowledge, and his generous collaboration helped shape this document into a trusted standard for the sector.

Rod was a respected and valued contributor to the New Zealand construction industry. His legacy will endure through the many improvements he championed, and through the continued use of this agreement by those who benefited from his work.

Page 3 Foreword Continued

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Previous Foreword to SA-2017

SA-2009 was a historic collaboration between parties representing builders and subcontractors to produce a workable and reasonably balanced document that clearly set out each party's obligations, but was able to be tailored to suit particular requirements. Mark Holland of Hazelton Law should be commended for his excellent legal advice and central role in drafting the amendments for SA-2017.

Mark Holland of Hazelton Law should be recognised for his excellent legal advice and drafting of the amendments to the contract.

SA-2017 is an update to ensure compliance with the Construction Contracts Amendment Act 2015, to align the document with NZS 3910:2013 and to provide an option to enable use with NZS 3916:2013.

Following consultation with various parties from each side, changes other than those noted above were minor.

SA-2017 is only available as a PDF file. This document is subject to copyright. It may only be used without alteration.

Previous Foreword to SA-2009

A good working relationship between the Contractor and Subcontractor is critical to ensuring construction projects run smoothly and are completed on time and to budget. As much as these good relationships do exist, there has also been a long history of disputes and other problems.

This Subcontract Agreement is aimed at enhancing already established practices by ensuring obligations and responsibilities are identified up front, thereby avoiding later disputes which can be costly in both time and goodwill.

The Agreement was developed by a working group of representatives from the Registered Master Builders Federation and the New Zealand Specialist Trade Contractors Federation Incorporated (formerly the New Zealand Building Subcontractors Federation).

Robert Finley - Hawkins ConstructionIan Butturini - Electrical Contractors Association of New Zealand
John Hale - Fletcher ConstructionRod Fulford - Precast New Zealand
Noel O'Rourke - Mainzeal ConstructionRoger O'Neil - Reinforcing New Zealand Incorporated
Tim Strawbridge - Foster ConstructionMike Sentch - Roofing Association New Zealand Incorporated
Legal advice provided by: Michael Weatherall - Simpson GriersonProject Managers: Rob Steele
Mary Haggie - Kensington SwanGrant Thomas
Andrew Hazelton - Hazelton Law

The document has four parts:

1. The Subcontract Agreement.

2. The Subcontract Specific Conditions (which includes Special Conditions).

3. The Subcontract General Conditions.

4. Appendices.

The Subcontract Agreement contains basic information naming the parties, price, etc, and lists the subcontract documents.

The Subcontract General Conditions make up the bulk of the document and contain the standard contract clauses that should not be changed. Attempts to tailor the Subcontract General Conditions are likely to mislead parties and result in confusion or disputes. If any changes to these conditions are required by either party or the particular head contract, they must be covered in the Subcontract Specific Conditions.

Page 4 Table of Contents

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TABLE OF CONTENTS

Subcontract AgreementSA1
Subcontract Specific ConditionsSC1
2. The ContractSC1
3. Subcontractor's Bonds and GuaranteesSC1
5. General ObligationsSC1
8. InsuranceSC2
9. VariationsSC2
10. TimeSC2
11. DefectsSC3
12. PaymentsSC3
MiscellaneousSC4
Additional DocumentsSC5
Special ConditionsSC5
Subcontract General ConditionsGC1
Section 1 Interpretation and DefinitionsGC1
Section 2 ContractsGC2
Section 3 Subcontractor's Bonds, Warranties and GuaranteesGC3
Section 4 Sub-Letting or AssigningGC4
Section 5 General ObligationsGC5
Section 6 Head Contract InteractionGC10
Section 7 IndemnityGC11
Section 8 InsuranceGC12
Section 9 VariationsGC14
Section 10 TimeGC16
Section 11 DefectsGC18
Section 12 PaymentsGC19
Section 13 Disputes and RemediesGC21
Section 14 DefaultGC22
Section 15 Urgent WorkGC24
Section 16 Service of Notices & Communications GenerallyGC25

Page 5 Subcontract Agreement

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SUBCONTRACT AGREEMENT

Agreement Date - Day
Agreement Date - Month
Agreement Date - Year
20
Contractor - Name
Contractor - Postal Address
Contractor - Street Address
Contractor - Fax
Contractor - Email
Subcontractor - Postal Address
Subcontractor - Street Address
Subcontractor - Fax
Subcontractor - Email
Subcontractor - GST Number
Principal Name
Subcontract Value (Excl. GST)
$

Page 6 Specific Conditions SC1

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SUBCONTRACT SPECIFIC CONDITIONS

2. THE CONTRACT

The general conditions of the Head Contract are:

Head Contract General Conditions

as may have been modified by other documents in the Head Contract.

3. SUBCONTRACTOR'S BONDS AND GUARANTEES

ClauseSubject matterSpecific condition data
3.1.1Performance bond
Perf Bond
3.1.1Value of performance bond
$
3.2Bonds in lieu of retentions
Bonds In Lieu of Retentions
3.2.1Value of bond in lieu of retentions for Subcontract period
$
3.2.1Value of bond in lieu of retentions for defects liability period
$
3.3Trade guarantees or warranties required
Trade Guarantees
When required
Duration
Copies attached
Guarantees Copies Attached
3.3.1Continuity guarantee required
Continuity Guarantee Required
Copy attached
Continuity Attached

5. GENERAL OBLIGATIONS

ClauseSubject matterSpecific condition data
5.2.1Is Subcontractor responsible for design of any part of the Subcontract Works or temporary works?
Subcontractor Design Responsibilities
If yes, the Subcontractor's design responsibilities are:
5.2.5Producer statements required: Design (PS1)
PS1 Req
5.2.5Producer statements required: Design review (PS2)
PS2 Req
5.2.5Producer statements required: Construction review (PS4)
PS4 Req
5.2.2Subcontractor is required to obtain building consent for Subcontract Works
Subcontractor Obtained Building Consent
5.13.1Shop drawings required
Shop Drawings Req
5.13.1As built drawings required
Asbuilts Req
If yes, due by the month prior to the due date for Head Contract practical completion
Timeline note only
5.13.1Operating instruction and maintenance manuals required
Operating Instruction and Maintenance Manuals
If yes, due by the month prior to the due date for Head Contract practical completion
Timeline note only
5.13.1Producer statements required: Construction (PS3)
PS3 Req

Page 7 Specific Conditions SC2

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8. INSURANCE

ClauseSubject matterSpecific condition data
8.1.1Contract Works insurance by:
CW Insurance by
$
8.2.2Insurance of Subcontract Works by Subcontractor:
Insurance of Contract Works by Subcontractor
If Yes
Complete the fields below
8.2.3Value of Subcontract Works insurance by Subcontractor:
$
Subcontract Value
$
Shared value – updates mirror other inputs for subcontract_value.
Demolition and removal of debris
%
$
Fees
%
$
Increase in cost
%
$
Variations
%
$
Total Value to be Insured
$
Subcontract Works insurance required by Subcontractor until:
8.3Plant and equipment – list of items to be insured for market value of each item
8.4.2Public liability – amount not less than
Minimum $5,000,000 or
$
8.4.4Use of aircraft or watercraft to be insured
Use of Aircraft or Watercraft
$
8.4.5Vibration removal of support insurance
Vibration Support Removal
$
8.5.2Motor vehicle liability – amount not less than
Minimum $2,000,000 or
$
Special extension required for "airside" or other
Special Extension Req for Airside
8.6.2Professional indemnity insurance required
PI Insurance Req
$
Professional indemnity – amount
Provide cover amount above

9. VARIATIONS

ClauseSubject matterSpecific condition data
9.1.3Time for notification of intention to claim that work involves a variation
9.2.2Time for submission of price and details of a variation

10. TIME

ClauseSubject matterSpecific condition data
10.1.1Due dates for practical completion of the Head Contract

Page 8 Specific Conditions SC3

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ClauseSubject matterSpecific condition data
10.1.1Due dates for practical completion of Head Contract separable portions
10.5.1Liquidated damages applicable under the Head Contract
Per calendar:
$
10.5.1Liquidated damages applicable under Head Contract separable portions
Per calendar:
$

11. DEFECTS

ClauseSubject matterSpecific condition data
11.1.2Defects liability period
11.1.2Defects liability period of separable portions

12. PAYMENTS

ClauseSubject matterSpecific condition data
12.1.1Frequency for submission of payment claims
12.1.1Due date for payment claims
5 Working Days before end of month for work to the end of that month
12.1.1Due date for variation claims
5 Working Days before the due date for payment claims
12.2.1Due date for payments
22 Working Days after the end of the claim month
12.2.1Due date for payment schedules
22 Working Days after the end of the claim month
12.3.1Due date for final account
20 Working Days after the date of Head Contract practical completion, or 40 Working Days before the Head Contract interim final account is due if the Head Contract has a final account process
12.3.2Does the Head Contract have an interim final account process?
Interim Final Account Process
12.4.1Percentage of total amount certified to be held as retention (only if retention bond not provided see 3.2.1)
Up until completion of the Subcontract Works
%
$
%
$
%

Page 9 Specific Conditions SC4

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ClauseSubject matterSpecific condition data
12.4.2Percentage to be retained for defects liability period (after the initial release of retentions and only if retention bond not provided – see 3.2.1)
% of total retentions
12.4.2Due date for initial retention release
22 Working Days after the end of the month in which the notice of completion of the Subcontract Works under clause 10.4.2(a) is issued
12.4.2Date when final retention is payable
On the latest of completion of any outstanding Subcontract obligations, completion of the defects liability period, or rectification of all defects in the Subcontract Works notified during the defects liability period.
12.5.1Payment for materials off-site
Materials Offsite
12.5.1Conditions required for off-site payment
Refer to head contract
12.8Cost fluctuation adjustments
Cost Fluctuations
16.1.1The email addresses in the Subcontract Agreement can be used to serve notices under clauses 13 and clause 14.
Email to Serve Notices

MISCELLANEOUS

ClauseSubject matterSpecific condition data
Appendix AAppendix A: Is this a Supply Only Subcontract? (Appendix A applies)
Supply Only Subcontract
Subcontract sum is subject to remeasureSubcontract sum is subject to remeasure
Subject to Remeasure
Appendix DAppendix D: Pre-letting meeting held
Pre-Let Held
OtherOther

Page 10 Specific Conditions SC5

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ADDITIONAL DOCUMENTS

including all documents listed in the invitation to tender
20
$
$
$
$

SPECIAL CONDITIONS

In the event of conflict, the following Special Conditions take precedence over the Subcontract Specific Conditions which in turn take precedence over the Subcontract General Conditions.

Special conditions
Other special conditions