+1 (317) 804-2330 | info@ballsystems.com | Blog
+1 (317) 804-2330 | info@ballsystems.com | Blog
Suppliers agree to the following terms and conditions as a requirement for doing business with Ball Systems.
DEFINITIONS
Ball Systems. Independent and collectively: Ball Systems, Inc., and Indiana Corporation and all its locations and facilities.
Customer. Party that has contracted Ball Systems to provide goods and/or services.
Owner. The company that owns the facility where installation of any and all goods is installed and/or services performed.
Goods. Services and/or custom fabricated goods and/or assembled goods.
Contractor. Any party, separate from Customer, having a direct contract with the Owner.
Supplier. Any vendor or subcontractor party being contracted to provide services and/or custom fabricated goods and/or assembled goods for Ball Systems, Inc.
Supplier Agreement. Purchase Supplier Agreement or other agreement/contract as a means of specifying responsibilities and identifying any alternative and over-riding agreements to these Prequalification Terms and Conditions.
Prior to commencement of any work and until completion and final acceptance of the work, the Supplier and each and every lower-tier Suppliers under its direction shall, at its sole expense, maintain the following insurance on its own behalf:
Such insurance must include the interest of the Owner, Customer and Ball Systems, Inc., and all other indemnified parties named in the contract as additional insured parties.
Ball Systems agrees to indemnify, defend and hold harmless the Supplier from and against any and all claims, costs, expenses including but not limited to attorney’s fees, loss or liability of every nature, for injuries to person and/or property, occurring in or about or in any way connected with the Supplier, to the extent arising out of the negligence of Ball Systems, its officers, agents, or employees.
Supplier agrees to indemnify, defend and hold harmless, Ball Systems, its officers, agents, employees, from and against any and all claims, costs, expenses including but not limited to attorney’s fees, loss or liability of every nature, for injuries to persons and/or property, occurring in or about or in any way connected with the Supplier, to the extent arising out of the negligence of the Supplier, its agents, or employees.
Ball Systems and the Supplier agree, regardless of which firm is the originating entity, that it shall hold all Confidential Information in strictest confidence and shall use the same solely for the purpose set forth in this Agreement, and further agrees that it shall not make disclosure of any such Confidential Information to anyone except those of its employees to whom such disclosure is necessary for the purposes authorized by this Agreement. Such information whether in written, encoded, graphic or in other tangible form, or provided orally, shall be deemed to be confidential and proprietary (hereinafter “Confidential Information”) unless it is clearly identified by the originating entity prior to such disclosure as not being confidential or proprietary; provided, however, Confidential Information shall not include information: (i) previously known to either party free of any obligations to keep it confidential; (ii) is or later becomes public knowledge through no act of Ball Systems or Customer; (iii) which is rightfully received from a third party who is under no obligation of confidence to either Ball Systems or Customer; or (iv) which is independently developed by an employee, agent or contractor of Ball Systems who did not have any direct or indirect access to the information furnished there under.
Supplier shall cooperate with Ball Systems, its Customer, the End User, and all other Contractors employed on the project in Supplier Agreement to avoid complications, delivery delays and insure high quality workmanship in every respect, specifically including but not limited to:
Supplier shall warranty all material and equipment purchased by the Supplier for one year or for the warranty period specified by the material manufacturer unless identified specifically in Ball Systems’ RFQ. There is a $25.00 service charge on all returned checks.
Ball Systems, Inc. shall not be liable for any supplemental charges in which written authorization from Ball Systems’ Controller for additional labor and/or material was not given.
In the event that Ball Systems does not receive all or any part of the payments from Customer/Owner in respect to the work provided by the Supplier, because of a claimed defect or deficiency in the work, Ball Systems shall not be liable to the Supplier for any such sums in relation thereto, unless and until a mutually agreeable resolution has been established between Ball Systems and the Supplier. If such deficiencies are not promptly corrected after written notice, Ball Systems may rectify same at Supplier’s expense and deduct all costs and expenses incurred thereby from such withheld payments.
Supplier shall comply with all applicable state, federal and local laws and regulations, including but not limited to all applicable tax laws and laws regarding forced labor and human trafficking. Supplier shall comply with all laws dealing with improper or illegal payments, gifts and gratuities, and Supplier agrees not to pay, promise to pay or authorize the payment of any money or anything of value, directly or indirectly, to any person for the purpose of illegally or improperly inducing a decision or obtaining or retaining business in connection with this Supplier Agreement. Supplier warrants that it has established an effective program to ensure that the activities of any tier suppliers it utilizes to provide any Goods that will be incorporated into the Goods supplied under this Supplier Agreement will be conducted in conformance with this Section. Supplier agrees to indemnify and hold Ball Systems harmless from and against any and all costs, expenses, penalties or other liabilities attributable to Supplier’s violation of this condition.
Supplier agrees that it will review and observe the requirements applicable to the U.S. Customs-Trade Partnership Against Terrorism (CTPAT) certification program as validated by U.S. Customs and Border Protection to the Ball Systems and/or applicable on the basis of Article 5a of Council Regulation No 2913/92 (Community Customs Code) as amended by Regulation (EC) No. 648/2005 of the European Parliament and of the Council and stemming from the Authorized Economic Operator (AEO) status of the Ball Systems. Supplier warrants and agrees that it shall take all the necessary steps to ensure the security of Ball Systems' supply chain. Supplier also warrants that the Goods manufactured, stored, forwarded and delivered under this Supplier Agreement are manufactured, warehoused, prepared and loaded on safe business premises, safe loading and transportation areas and at the same time are protected against illegal interference in the course of manufacturing, warehousing, preparation, loading and shipping including any business partner acting on behalf of the Supplier. Supplier may only employ reliable employees and contractors in the course of this Supplier Agreement. Additionally, Supplier shall promptly provide security declaration upon request including but not limited to security measures implemented by Supplier with respect to the Goods provided to Ball Systems hereunder.
Supplier warrants that it understands and will fully comply with all applicable export, re-export, and import laws, regulations, Supplier Agreements and policies. Supplier will secure all necessary government clearances, licenses, authorizations, and exemptions, and it will make all required filings and disclosures related to the transfer of the Goods hereunder. Supplier warrants and agrees that the Goods sold to Ball Systems under this Supplier Agreement are not subject to Anti-Dumping Duty (ADD) or Countervailing Duty (CVD) actions, and Supplier will promptly notify Ball Systems in writing if Supplier becomes aware of any such actions.
Supplier must provide Ball Systems with export control information, the country of origin and export classification codes for Goods supplied pursuant to this Supplier Agreement. This information may be provided in the commercial invoice and packing slip, or other method as agreed upon by the parties in writing. The export classification codes shall include, as applicable, the Export Control Classification Number (ECN), the Harmonized System (HS) Tariff Codes, and the country under which each provided export code is assigned. [The information provided by Supplier under this paragraph must be sufficient to satisfy applicable trade preferential agreements and customs agreements.] Supplier shall notify Ball Systems of any changes promptly in writing.
Supplier shall provide a standard certificate of origin, and other possible product and/or shipping elements to comply with specific export, import, and security laws and regulations, within a reasonable period, upon written request from Ball Systems. Supplier shall comply with all laws and regulations applicable to the import and export of products and technologies, including without limitation the U.S. Department of State International Traffic in Arms Regulations (ITAR), the U.S. Department of Commerce Export Administration Regulations (EAR), and all applicable laws and regulations of the host nation. The definition of an export can be found in ITAR section 120.17 and includes, but is not limited to, “disclosing (including oral or visual disclosure) or transferring technical data to a foreign person, whether in the United States or abroad.”
Supplier certifies it is aware that information on U.S. export control regulations, specifically the U.S. Departments of State and Commerce, may be found at the following Links:
Supplier certifies that in accordance with the U.S. Arms Export Control Act and pursuant to ITAR section 122.1, any person who engages in the United States in the business of either manufacturing or exporting defense articles or furnishing defense services is required to register with the Directorate of Defense Trade Controls.
If the Goods provided by Supplier contain tantalum, tin, tungsten and gold, Supplier shall have a policy in place to identify if these minerals are procured from refiners or smelters that have been verified as conflict free or originate from scrap or recycled material. Supplier shall exercise due diligence on the source and chain of custody of these minerals and provide its due diligence measures and data to Ball Systems upon request.
Seller shall comply, if applicable, with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and its implementing regulations. The Act and its implementation regulations relate to disclosure of the use of tin, tantalum, tungsten and gold (or such other “conflict minerals” as designated by the Act and its implementing regulations from time to time) (“Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (“Conflict Region”). Seller shall have in place a supply chain policy and processes to undertake (1) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into Products it provides to Ball Systems; (2) due diligence of its supply chain, as necessary, to determine if Conflict Minerals sourced from the Conflict Region directly or indirectly finance the conflict in the Conflict Region, and (3) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Seller shall timely provide to Ball Systems, on an annual basis or more frequently if requested by Ball Systems, disclosures regarding the use of Conflict Minerals in any Products provided by Seller to Ball Systems, in the form reasonably requested by Ball Systems, and shall provide such additional related information and documentation as Ball Systems may reasonably request. Seller shall take all other measures as are necessary to comply with the Act and its implementing regulations, as they may be amended over time.
Supplier agrees to retain records evidencing the compliance of the Goods with all the applicable laws for a period of at least 10 years after the last supply of the Goods.
Supplier further represents and warrants that only new and authentic materials are used in Goods delivered to Ball Systems and that the Goods delivered do not contain counterfeit parts. No material, part, or component other than a new and authentic part shall be used unless approved in advance in writing by Ball Systems. To further mitigate the possibility of the inadvertent use of counterfeit parts, Supplier shall only purchase authentic parts/components directly from the Original Component Manufacturers (OCM) or Original Equipment Manufacturer (OEM) or through an OCM/OEM authorized distribution chain. Supplier must make available to Ball Systems, at Ball Systems' request, documentation that authenticates traceability of the components to that applicable OCM. Purchase of parts/components from independent distributors is not authorized unless first approved in writing by Ball Systems. Supplier must present complete and compelling support for its request and include in its request all actions to ensure the parts/components thus procured are legitimate parts. Ball Systems' approval of Supplier request does not relieve Supplier's responsibility to comply with all requirements under this Supplier Agreement, including the representations and warranties in this paragraph. For avoidance of doubt "counterfeit part" shall mean (1) an unauthorized copy or imitation, or substitute that has been identified, marked, and/or altered by a source other than the item's legally authorized source and has been misrepresented to be an authorized item of the legally authorized source and/or (2) previously used parts provided as "new."
Supplier agrees to the importance of respecting the rights of its workers and is not involved in slave labor or human trafficking. Ball Systems, Inc. does not conduct nor condone the practice of debt-bonded labor, slavery, or human trafficking at any level of our business and has zero tolerance for companies that do so. We follow the guidelines set by the US Department of Labor and the US Department of Health and Human Services. By signing this form, the supplier agrees that his/her organization is not involved with slave labor, debt bonded labor or human trafficking of any kind.
If this Supplier Agreement is issued for any purpose which is either directly or indirectly connected with the performance of a U.S. Government prime or subcontract contract, the Federal Acquisition Regulations referenced below in effect on the date of this Supplier Agreement are incorporated herein by reference to the extent applicable. These clauses will apply to Supplier as though Supplier were a prime contractor, and in such manner as will enable Ball Systems to meet its obligations arising out of the Government prime contract or subcontract.
Ball Systems is a RoHS compliant or Lead-Free manufacturer. All products and services rendered must conform to RoHS or Lead-Free standards, unless otherwise noted. Suppliers who provide product or services that are RoHS or REACH compliant must be able to provide documentation upon request. Ball Systems performs no testing of product and relies solely on the Supplier to provide identification. Suppliers must clearly indicate any products that do not conform to RoHS or REACH standards.
Ball Systems is committed to protecting your privacy. Any information we collect will only be used to process orders, provide support or service, and assist in the resolution or diagnosis of system questions or problems. We will never disclose to an unaffiliated third party the following information: (i) the files or materials residing on Ball Systems storage devices or its network of shared server computers which are not otherwise viewable from the Web; or (ii) your name, address, phone number, credit card, debit card, banking information, electronic funds transfer information, e-mail or alias e-mail address, or other specific personal identifying information, unless you provide express written permission in advance.
Either party may terminate the whole or any part of the other party's performance under a purchase order if there is a material breach of these Terms and Conditions. In the event of any such breach, the non-breaching party will provide the breaching party with written notice of the nature of the breach and the non-breaching party's intention to terminate for default. In the event the breaching party does not cure such failure within ten (10) days of such notice, the non-breaching party may, by written notice, terminate.
Ball Systems and Supplier agree that any Dispute between Ball System and Supplier will be resolved exclusively and finally by arbitration administered by the American Arbitration Association ("Arbitrator") and conducted under its rules, except as otherwise provided below. Supplier and Ball Systems will agree on another arbitration forum if Arbitrator ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Dispute (defined below) between Ball Systems and Supplier. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be held in Westfield, IN. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. Should either party bring a Dispute in a forum other than Arbitrator, the arbitrator may award the other party its reasonable costs and expenses, including attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. Supplier understands that, in the absence of this provision, Supplier would have had a right to litigate disputes through a court, including the right to litigate claims on a class-wide or class-action basis, and that Customer has expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the provisions of this paragraph.
For the purposes of this provision, the term "Dispute" means any dispute, controversy, or claim arising out of or relating to:
Any Dispute must be initiated within one (1) year from the date of purchase or provision of the Product at issue except for a Dispute based on breach of warranty which must be initiated within ninety (90) days of the date Ball Systems denies a warranty claim.
With respect to all Disputes, the provisions of the United Nations Convention on Contracts for the International Sale of Products 1980 (as amended, replaced, or codified from time to time) shall not apply.
The Supplier shall not be liable for loss or damage caused by any delay or failure to perform resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war, terrorist attack, risks, shortages, inability to procure or ship product or obtain permits and licenses, insolvency or other inability to perform by the manufacturer, delay in transportation, any other commercial impracticability and/or any circumstances beyond the control of the Company in its business operations.
Ethical Conduct, Anticorruption and Unfair Business Practices. Supplier agrees to perform the Agreement with the highest ethical standards, in compliance with Ball Systems policies, rules, codes of conduct and other standards applicable to Seller. Supplier agrees to adhere to Ball Systems Supplier Code of Conduct (or suppliers own code of conduct that Ball Systems has explicitly approved in writing as a reasonable equivalent of Ball Systems Code of Conduct). Supplier agrees it will not do business with any entity or person where Ball Systems or Supplier believes that payoffs or similar improper or unethical practices are involved. Supplier shall not have a relationship with another entity or person or engage in any activity that results or may result in a conflict of interest, or embarrassment to Ball Systems, or harm to Ball Systems reputation.
Supplier will:
Supplier agrees it will not engage in corrupt practices, including public or private bribery or kickbacks.
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.
