Suppliers agree to the following terms and conditions as a requirement for doing business with Ball Systems.
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## 1. DEFINITIONS
**Ball Systems.** Independent and collectively: Ball Systems, Inc., an 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 overriding agreements to these Prequalification Terms and Conditions.
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## 2. INSURANCE
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:
- Statutory workers' compensation with Employer's Liability insurance coverage with limits of liability at least $500,000 each incident. If a Supplier is self-insured for the purposes of workers' compensation, the Supplier must submit a copy of a current letter, permit or certificate issued by the appropriate state agency, and the following provision shall be part of the Supplier Agreement:
- *Supplier waives any right of recovery the Supplier may have or acquire against Ball Systems, Owner, Customer, Contractor, or other Suppliers of all tiers by reason of Supplier having paid workers' compensation benefits as a self-insurer.*
- General Liability, including Products/Completed Operations at $1,000,000 each occurrence, $2,000,000 per project aggregate
- Auto Liability, including non-owned/hired autos, at $1,000,000 each occurrence
- Umbrella Liability at $1,000,000 each occurrence, $1,000,000 policy aggregate
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.
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## 3. CONFIDENTIAL/PROPRIETARY INFORMATION
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.
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## 4. WORK AND RESPONSIBILITIES
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:
- accommodate Ball Systems upon a site visitation request to review progress, workmanship, and testing
- prompt communication between Ball Systems and Supplier of all modifications and progress to the work made after work has been initiated
- prompt **written** notification to Ball Systems of any delay in schedule, including the reason for the delay as well as a request for schedule extension for the estimated duration thereof
- written authorization from Ball Systems **prior** to any additional labor and/or material requiring supplemental charges
- submit to Ball Systems proof of delivery to substantiate any and all milestone billings or time and material invoices or payments
- return to Ball Systems any and all unused material purchased by Ball Systems and supplied to Supplier
- submit to Ball Systems all packing slips and other manufacturer's documentation for and with all Ball Systems-purchased material
- any and all further requirements as specified in Ball Systems' Request for Quote (RFQ) or purchase order
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## 5. PAYMENTS AND WARRANTY
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.
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## 6. COMPLIANCE WITH LAWS
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.
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## 7. SECURITY OF THE SUPPLY CHAIN
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.
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## 8. EXPORT AND IMPORT LAWS
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:
- U.S. Department of State: http://www.pmddtc.state.gov
- U.S. Department of Commerce: http://www.bis.doc.gov
- Society for International Affairs: http://www.siaed.org
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.
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## 9. RESPONSIBLE SOURCING OF MINERALS
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.
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## 10. RECORD RETENTION
Supplier agrees to retain records evidencing the compliance of the Goods with all the applicable laws and the technical, quality, and traceability requirements of the Supplier Agreement for a period of at least 10 years after the last supply of the Goods, unless Ball Systems specifies a longer retention period in writing. Upon expiration of the retention period, Supplier shall notify Ball Systems prior to the destruction of any records. Records shall be made available to Ball Systems, its Customer, and regulatory authorities upon reasonable request.
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## 11. COUNTERFEIT PARTS
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."
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## 12. HUMAN TRAFFICKING
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.
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## 13. US GOVERNMENT CONTRACTS
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.
1. 52.203-13, Contractor Code of Business Ethics and Conduct
2. 52.209-6, Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment
3. 52.219-8, Utilization of Small Business Concerns
4. 52.222-17, Non-displacement of Qualified Workers
5. 52.222-18, Child Labor for Listed End Products
6. 52.222-25, Affirmative Action
7. 52.222-26, Equal Opportunity
8. 52.222-35, Equal Opportunity for Veterans
9. 52.222-36, Affirmative Action for Workers with Disabilities
10. 52.222-40, Notification of Employee Rights Under the National Labor Relations Act
11. 52.222-41, Service Contract Act of 1965
12. 52.222-50, Combating Trafficking in Persons
13. 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements
14. 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements
15. 52.222-54, Employment Eligibility Verification
16. 52.225-25, Activities or Transactions Relating to Iran
17. 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels
18. 252.246-7007, Contractor Counterfeit Electronic Part Detection and Avoidance System
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## 14. RoHS / REACH
Ball Systems is an RoHS-compliant and 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.
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## 15. PRIVACY POLICY
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.
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## 16. TERMINATION
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.
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## 17. DISPUTE RESOLUTION
Ball Systems and Supplier agree that any Dispute between Ball Systems 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:
1. This Agreement, its interpretation, or the breach, termination, applicability, or validity thereof
2. The related order for, purchase, delivery, receipt or use of any product or service from Ball Systems, or
3. Any other dispute arising out of or relating to the relationship between Supplier and Ball Systems
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.
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## 18. FORCE MAJEURE
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.
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## 19. ETHICAL CONDUCT
Ethical Conduct, Anti-Corruption, 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 supplier's 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:
1. Maintain transparency and accuracy in corporate record-keeping.
2. Act lawfully and with integrity in handling competitive data, proprietary information, and other intellectual property; and
3. Comply with Laws regarding fair competition and antitrust, and accurate and truthful marketing
Supplier agrees it will not engage in corrupt practices, including public or private bribery or kickbacks.
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## 20. QUALITY MANAGEMENT REQUIREMENTS
This Section establishes Ball Systems' quality management requirements for Suppliers providing Goods incorporated into products delivered by Ball Systems to its Customers. These requirements apply to all Suppliers and flow down to sub-tier suppliers as applicable. Specific quality requirements that exceed those stated here may be communicated through the Request for Quote (RFQ), purchase order, drawings, specifications, or other written communication from Ball Systems.
### 20.1 Technical Requirements
Supplier shall deliver Goods conforming to all technical requirements identified in the purchase order, including referenced specifications, drawings, process requirements, and work instructions. Where any technical requirement is unclear or appears to conflict with other information provided, Supplier shall request clarification from Ball Systems in writing prior to proceeding.
### 20.2 Approval of Products, Processes, and Release
- **Products and Services:** Supplier shall not substitute any product, material, or service for that specified in the purchase order without prior written approval from Ball Systems.
- **Methods, Processes, and Equipment:** Where Ball Systems has approved specific manufacturing methods, processes, or equipment for the Goods, Supplier shall not change those methods, processes, or equipment without prior written approval from Ball Systems.
- **Release of Goods:** Goods shall not be released for shipment to Ball Systems until all required inspection, testing, and verification activities have been completed and Goods have been confirmed to meet requirements. Supplier shall provide a Certificate of Conformance with each shipment unless otherwise specified in writing.
### 20.3 Competence and Qualification of Persons
Supplier shall ensure that persons performing work that affects the quality of Goods supplied to Ball Systems are competent on the basis of appropriate education, training, skills, and experience. Where the purchase order or applicable specification identifies a required certification or qualification (e.g., IPC-A-610, J-STD-001, NDT, welding), Supplier shall ensure personnel performing that work hold the required current certification and shall make evidence of certification available upon request.
### 20.4 Interactions with Ball Systems
Supplier shall maintain timely and effective communication with Ball Systems regarding the status of orders, identified issues, and any matters affecting the quality, schedule, or compliance of Goods. The single point of contact at Ball Systems for each purchase order shall be identified on the purchase order or in subsequent communication.
### 20.5 Performance Monitoring
Ball Systems monitors Supplier performance through receiving inspection results, on-time delivery performance, nonconformance records, and corrective action responsiveness. Suppliers are subject to periodic performance review which may result in changes to approval status, including conditional approval or removal from the approved supplier list. Supplier shall cooperate in performance monitoring activities and shall implement corrective action requests in a timely manner.
### 20.6 Verification and Validation at Supplier Premises
Ball Systems, its Customers, and regulatory authorities reserve the right to perform verification or validation activities at Supplier premises, at any tier of the supply chain. Supplier shall accommodate such activities upon reasonable notice and shall provide access to applicable areas of facilities and applicable documented information necessary to verify conformance to requirements.
### 20.7 Design and Development Control
Where Ball Systems delegates any portion of design or development work to Supplier, the scope, requirements, and acceptance criteria for that delegation shall be defined in writing on a per-order basis. Such delegations are not anticipated under Ball Systems' standard build-to-print model.
### 20.8 Special Requirements, Critical Items, and Key Characteristics
Where the purchase order, drawings, or referenced specifications identify special requirements, critical items, or Key Characteristics (KCs), Supplier shall:
- Identify these items on Supplier's internal documentation
- Apply heightened controls, including, where applicable, variable measurement (recorded numerical value) of identified KCs
- Retain records of KC verification with the documented information for that order
### 20.9 Test, Inspection, and Verification
Supplier shall perform test, inspection, and verification activities sufficient to confirm that Goods meet requirements prior to release. Where Ball Systems specifies a First Article Inspection (FAI), production process verification, or other specific test/inspection requirement, Supplier shall comply with that requirement and shall provide associated records with the shipment.
### 20.10 Statistical Techniques for Product Acceptance
Where the purchase order or applicable specification requires the use of statistical techniques (e.g., sampling plans, statistical process control) for product acceptance, Supplier shall apply the specified technique and provide associated records with the shipment. Acceptance criteria and any required AQL or sampling standard shall be identified on the purchase order.
### 20.11 Quality Management System
Suppliers providing Goods that are incorporated into products delivered to Ball Systems' aerospace or defense Customers are expected to maintain a Quality Management System appropriate to their scope of supply. Certification to a recognized standard (e.g., ISO 9001, AS9100, IATF 16949, NADCAP, or equivalent) is preferred. Ball Systems reserves the right to require evidence of QMS implementation, audit findings, or third-party certifications as a condition of continued approval.
### 20.120 Use of Customer-Designated Sources
Where Ball Systems' Customer designates a specific supplier, source, or process for a particular item, Supplier shall use that designated source unless otherwise authorized in writing by Ball Systems. Customer-designated sources do not relieve Supplier of responsibility for the conformity of Goods supplied to Ball Systems.
### 20.13 Notification of Nonconforming Product
Supplier shall notify Ball Systems in writing within five (5) business days of identifying any nonconformance affecting Goods that have been delivered or are scheduled for delivery to Ball Systems. Notification shall include the nature of the nonconformance, affected lot/serial numbers, quantity affected, and Supplier's proposed disposition. Supplier shall not ship known nonconforming Goods to Ball Systems without first obtaining written disposition approval from Ball Systems. Acceptable disposition options include rework to specification, replacement, return for credit, or, with explicit written Ball Systems approval, use-as-is or repair per a documented procedure.
### 20.14 Notification of Changes
Supplier shall notify Ball Systems in writing of any planned change to:
- Manufacturing processes, methods, or equipment used to produce Goods
- Manufacturing location or facility
- Sub-tier suppliers providing materials or components incorporated into Goods
- Product design, where Supplier is responsible for design
Notification shall be provided sufficiently in advance to allow Ball Systems to evaluate the impact and, where applicable, obtain Customer approval. Changes shall not be implemented without prior written approval from Ball Systems.
### 20.15 Flow-Down of Requirements
Supplier shall flow down to sub-tier suppliers all applicable requirements of this Section, including Ball Systems' Customer requirements where those requirements relate to Goods provided to Ball Systems. This includes flow-down of counterfeit parts prevention (Section 11), record retention (Section 10), and quality management requirements (Section 20).
### 20.16 Test Specimens
Where required by the purchase order or applicable specification, Supplier shall provide test specimens for design approval, inspection/verification, investigation, or auditing.
### 20.17 Right of Access
Ball Systems, its Customers, and applicable regulatory authorities shall have the right of access to applicable areas of Supplier's facilities and to applicable documented information related to Goods supplied to Ball Systems, at any level of the supply chain. This right of access extends through the record retention period defined in Section 10.
### 20.18 Awareness of Conformity, Safety, and Ethical Behavior
Supplier shall ensure that persons performing work affecting Goods supplied to Ball Systems are aware of:
- Their contribution to product and service conformity
- Their contribution to product safety
- The importance of ethical behavior in their work
Suppliers maintain responsibility for the conformity of all Goods supplied to Ball Systems regardless of Customer or Ball Systems verification activities performed at any level of the supply chain.
Ball Systems creates, develops, and delivers custom test systems and produces comprehensive build-to-print systems for companies that craft or manufacture critical electronic or electromechanical components for aerospace and defense, automotive, and consumer appliance applications.