+1 (317) 804-2330 | info@ballsystems.com | Blog
+1 (317) 804-2330 | info@ballsystems.com | Blog
Suppliers agree to the following ITAR-specific terms and conditions as a requirement for doing business with Ball Systems.
DEFINITIONS
Agreement means these Supplier Terms and Conditions for ITAR Compliance.
Buyer means the entity identified on the Purchase Order that is contracting with Supplier for goods and/or services.
Defense Article means any item or technical data designated in the United States Munitions List (USML) as defined in 22 CFR § 121.1.
Defense Service means the furnishing of assistance (including training) to foreign persons, whether in the United States or abroad, in the design, development, engineering, manufacture, production, assembly, testing, repair, maintenance, modification, operation, demilitarization, destruction, processing, or use of Defense Articles, or the furnishing of any Technical Data controlled under the ITAR to foreign persons, whether in the United States or abroad.
Export means sending or taking a Defense Article outside of the United States in any manner, disclosing or transferring Technical Data to a foreign person whether in the United States or abroad, or performing a Defense Service on behalf of or for the benefit of a foreign person whether in the United States or abroad.
Foreign Person means any natural person who is not a lawful permanent resident as defined by 8 U.S.C. § 1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. § 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society, or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign governments, and any agency or subdivision of foreign governments.
ITAR means the International Traffic in Arms Regulations (22 CFR Parts 120-130).
Purchase Order means the document issued by Buyer to Supplier for the purchase of goods or services.
Supplier means the legal entity providing goods or services to Buyer as identified in the Purchase Order.
Technical Data means information required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance, or modification of Defense Articles. This includes information in the form of blueprints, drawings, photographs, plans, instructions, or documentation.
U.S. Person means a person who is a lawful permanent resident as defined by 8 U.S.C. § 1101(a)(20) or who is a protected individual as defined by 8 U.S.C. § 1324b(a)(3). It also means any corporation, business association, partnership, society, trust, or any other entity, organization, or group that is incorporated to do business in the United States, and includes any governmental (federal, state, or local) entity.
2.1. Supplier shall comply with all applicable U.S. export control laws and regulations, including but not limited to the ITAR, the Export Administration Regulations (EAR) (15 CFR Parts 730-774), and the regulations issued by the Office of Foreign Assets Control (OFAC) (31 CFR Parts 500-598).
2.2. Supplier acknowledges that all items, technical data, and services provided by Buyer may be subject to U.S. export controls and may require U.S. Government approval prior to export or transfer to foreign persons or foreign destinations.
2.3. Supplier shall not export, re-export, transfer, or disclose, directly or indirectly, any Technical Data or technology received from Buyer to any Foreign Person or foreign destination, without prior written authorization from Buyer and, if required, export authorization from the U.S. Department of State.
3.1. If Supplier is a U.S. entity and engages in the business of either manufacturing or exporting Defense Articles or furnishing Defense Services, Supplier certifies that it is registered with the U.S. Department of State's Directorate of Defense Trade Controls (DDTC) as required by ITAR Parts 122.
3.2. Supplier shall maintain its DDTC registration throughout the performance of the Purchase Order if such registration is required under the ITAR.
3.3. Supplier shall promptly notify Buyer if its DDTC registration status changes.
4.1. Supplier shall provide Buyer with the appropriate Export Control Classification Number (ECCN) under the EAR or the appropriate USML category under the ITAR for all items, technical data, and services supplied to Buyer.
4.2. If Supplier is uncertain about the export control classification of items, technical data, or services, Supplier shall request assistance from Buyer and shall not ship any item or transmit any technical data until the appropriate classification is determined.
5.1. When Supplier is responsible for obtaining export authorizations, Supplier shall obtain all required export licenses or other export authorizations needed for the export of items, technical data, or services to the intended destination.
5.2. Supplier shall provide copies of all export authorizations, including supporting documentation, to Buyer upon request.
5.3. Supplier shall strictly comply with all terms, conditions, provisos, and other requirements of any export license or authorization applicable to the Purchase Order.
6.1. Supplier shall ensure that Foreign Persons employed by or associated with Supplier do not have access to ITAR-controlled Technical Data, Defense Articles, or Defense Services without prior written approval from Buyer and required export authorization from the U.S. Department of State.
6.2. Supplier shall implement procedures to prevent the unauthorized disclosure of ITAR-controlled Technical Data to Foreign Persons.
6.3. Supplier shall not utilize any Foreign Persons in the performance of work involving ITAR-controlled items, technical data, or services without prior written approval from Buyer and required export authorization from the U.S. Department of State.
7.1. Supplier shall maintain security measures at its facilities to prevent unauthorized access to or disclosure of ITAR-controlled items, technical data, and services.
7.2. Supplier shall ensure that all employees working with ITAR-controlled items, technical data, or services are U.S. Persons, or are authorized under a valid export license or other authorization.
7.3. Supplier shall conduct security awareness training for all employees with access to ITAR-controlled items, technical data, or services, to ensure understanding of their obligations regarding the protection of such items, data, and services.
8.1. Supplier shall maintain records of all ITAR-controlled transactions, including imports, exports, temporary imports, and temporary exports, for a minimum of five (5) years from the date of export or from the date of any activity regulated by the ITAR, or for the period required by applicable regulations, whichever is longer.
8.2. Such records shall include all documentation related to exports of Defense Articles and Defense Services, including licenses, agreements, shipping documents, and receipts.
8.3. Supplier shall make such records available to Buyer upon request, and to U.S. Government officials in accordance with applicable regulations.
9.1. Supplier shall promptly report to Buyer any actual or suspected violation of export control laws or regulations related to the Purchase Order.
9.2. Supplier shall cooperate fully with any investigation by Buyer or U.S. Government agencies regarding actual or suspected violations of export control laws or regulations.
9.3. Supplier shall provide information requested by Buyer to comply with Buyer's export/import authorizations, regulatory or contractual requirements, and shall notify Buyer of any changes to the information provided.
PROHIBITED COUNTRIES AND DENIED PARTIES
10.1. Supplier shall not directly or indirectly engage in any transaction related to the Purchase Order with any country subject to U.S. economic sanctions or trade embargoes without prior written authorization from Buyer and required U.S. Government authorization.
10.2. Supplier shall not directly or indirectly provide any item, technical data, or service to any individual or entity that appears on any U.S. Government denied party list, including but not limited to the Specially Designated Nationals List, the Denied Persons List, the Entity List, and the Debarred List.
10.3. Supplier shall implement procedures to screen all customers, suppliers, and other parties involved in its transactions to ensure compliance with U.S. sanctions and denied party restrictions.
11.1. Supplier shall flow down all applicable export control requirements to any subcontractor or supplier at any tier who will receive or access ITAR-controlled items, technical data, or services.
11.2. Supplier shall ensure that all subcontractors and suppliers comply with all applicable requirements of this Agreement.
11.3. Supplier shall be responsible for the compliance of its subcontractors and suppliers with all export control requirements related to the Purchase Order.
12.1. Supplier shall not enter into any Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA) that involves ITAR-controlled technical data or Defense Articles related to the Purchase Order without prior written approval from Buyer.
12.2. Supplier shall comply with all requirements and obligations set forth in any TAA or MLA applicable to the Purchase Order.
13.1. Buyer shall have the right to conduct audits or assessments of Supplier's export compliance program and procedures to verify compliance with this Agreement and applicable export control laws and regulations.
13.2. Supplier shall cooperate with Buyer during such audits or assessments and shall promptly implement corrective actions for any deficiencies identified.
14.1. Failure by Supplier to comply with any of the requirements of this Agreement or any applicable export control law or regulation shall be deemed a material breach of the Purchase Order.
14.2. In the event of such material breach, Buyer may, at its option, terminate the Purchase Order for default, without prejudice to any other rights or remedies Buyer may have under the Purchase Order or applicable law.
15.1. Supplier shall indemnify and hold harmless Buyer from and against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorney fees, arising out of claims, suits, allegations, or charges of Supplier's failure to comply with the provisions of this Agreement or any applicable export control law or regulation.
15.2. The obligations of this provision shall survive the completion, termination, or cancellation of the Purchase Order.
16.1. Buyer may, from time to time, modify or amend this Agreement to reflect changes in applicable export control laws, regulations, or Buyer's compliance policies.
16.2. Supplier shall comply with the most current version of this Agreement provided by Buyer.
17.1. The obligations contained in this Agreement shall survive the termination or completion of the Purchase Order and shall remain in effect until all ITAR-controlled technical data and Defense Articles provided to Supplier have been destroyed or returned to Buyer.
NOTIFICATION OF CHANGES
18.1. Supplier shall promptly notify Buyer in writing of any change in Supplier's ownership, control, or management that could affect Supplier's compliance with this Agreement or applicable export control laws and regulations.
18.2. Supplier shall promptly notify Buyer of any change to the information provided by Supplier related to export controls, including but not limited to changes in export classification or jurisdiction of items, technical data, or services.
Ball Systems designs, develops, and delivers custom test systems and produces comprehensive build-to-print systems for companies creating or manufacturing critical electronic or electro-mechanical components for automotive, aerospace and defense and consumer appliance applications.
