Skip to Content

Terms & Conditions

Purchase Order Terms and Conditions BlackBall Logistics, LLC

1. DEFINITIONS

  • “Prime Contract” means any agreement between BlackBall and its customer (including any federal, state, or prime government contract) under which the Products or Services are required.
  • “Products” means the equipment, parts, materials, supplies, or other items identified on the face of this Purchase Order (“Order”).
  • “Services” means the logistics, freight, warehousing, equipment rental, disaster relief, or other services identified on the Order.
  • “Specifications” means the technical, quality, and performance standards set forth in this Order or in BlackBall-approved Supplier documentation.
  • “Supplier” means the person or entity identified as the supplier on the face of this Order.
  • “BlackBall” means BlackBall Logistics, LLC, a Tennessee limited liability company.

2. ACCEPTANCE AND PRECEDENCE Supplier shall acknowledge this Order in writing within three (3) business days of receipt. If Supplier ships Products or begins Services, or fails to object within that period, this Order is accepted as written. Any proposed modifications by Supplier are ineffective unless BlackBall provides written consent.

These terms, together with any Prime Contract clauses expressly incorporated herein, constitute the entire agreement. Any conflicting terms in Supplier’s documents (acknowledgment, invoice, terms of sale, etc.) are null and void. In the event of conflict between this Order and a Master Service Agreement between the parties, the Master Service Agreement controls.

If this Order supports a Prime Contract, Supplier agrees to comply with all applicable flowed-down terms from that Prime Contract (including FAR, DFARS, and other federal regulations), which Supplier acknowledges having had the opportunity to review.

3. INVOICING AND PAYMENT Invoices must be submitted electronically in the format and through the system designated by BlackBall, and must include this Order number and the BlackBall contact name. Invoices must fully describe Products/Services, quantities, and other required details.

Payment terms are net 60 days from receipt of a correct invoice and acceptance of Products/Services, unless otherwise stated. Payment is made via ACH. Disputes must be raised within 60 days of invoice receipt; Supplier shall provide supporting documentation within 30 days. Disputed amounts may be withheld pending resolution.

4. DELIVERY, PACKAGING, AND TRANSPORTATION Delivery terms are as stated on the Order. Partial shipments require prior written approval. Supplier shall:

  • Pack, mark, and ship Products in accordance with BlackBall and carrier requirements to prevent damage.
  • Route shipments per BlackBall instructions.
  • Include packing slips with Order number and shipment date.
  • Properly label packages and provide accurate shipping documentation. No charges for packaging, handling, or transportation will be paid unless expressly authorized on the Order.

5. WARRANTY Supplier warrants that Products and Services will:

  • Conform to all Specifications.
  • Be fit for their intended purpose.
  • Be new (unless otherwise agreed) and free from defects in material and workmanship.
  • Comply with all applicable laws, regulations, and standards.
  • Not infringe any third-party intellectual property rights.

Supplier warrants Products and Services for the longer of Supplier’s standard warranty period or one (1) year from delivery/acceptance. Supplier shall promptly repair, replace, or re-perform at no cost to BlackBall any non-conforming or defective items. If Supplier fails to do so within a reasonable time, BlackBall may return items for full refund and reimbursement of related costs (transportation, handling, etc.).

6. INSURANCE & INDEMNIFICATION Supplier shall maintain, at its expense, adequate insurance coverage including workers’ compensation, general liability, auto liability, and professional liability as required by BlackBall. Certificates of Insurance shall name BlackBall Logistics, LLC as an additional insured.

To the fullest extent permitted by law, Supplier shall indemnify, defend, and hold harmless BlackBall, its affiliates, customers, and their respective officers, directors, employees, and agents from all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from:

  • Supplier’s breach of this Order or any warranty.
  • Any defect in Products or Services.
  • Personal injury, death, or property damage caused by Supplier’s acts/omissions.
  • Infringement of third-party intellectual property rights.
  • Violation of any law, regulation, or Prime Contract requirement.

7. FEDERAL GOVERNMENT COMPLIANCE When Products or Services support a federal government Prime Contract, Supplier agrees to comply with all applicable FAR, DFARS, and other federal clauses flowed down by BlackBall, including but not limited to:

  • FAR 52.219-8 (Utilization of Small Business Concerns)
  • FAR 52.222-26 (Equal Opportunity)
  • FAR 52.222-50 (Combating Trafficking in Persons)
  • DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting)

Supplier represents that it maintains active SAM.gov registration (with current UEI) and is not debarred, suspended, or proposed for debarment. Supplier shall promptly notify BlackBall of any change in compliance status.

8. TERMINATION & CHANGES BlackBall may terminate this Order for convenience or cause upon written notice. Supplier may not make changes to quantities, specifications, pricing, or delivery without BlackBall’s prior written approval. No extras or additional charges are allowed without written authorization.

9. GOVERNING LAW & DISPUTE RESOLUTION This Order is governed by the laws of the State of Tennessee, without regard to conflict of laws principles. Any dispute arising from this Order shall be resolved through good-faith negotiation, followed by mediation in Chattanooga, Tennessee, and if necessary, binding arbitration under AAA rules in Hamilton County, Tennessee.

10. MISCELLANEOUS

  • Assignment: Supplier may not assign this Order without BlackBall’s written consent.
  • Severability: If any provision is held invalid, the remainder remains in effect.
  • No Waiver: Failure to enforce any provision does not waive future enforcement.
  • Survival: Provisions regarding warranty, indemnification, insurance, and compliance survive termination.

By accepting or performing under this Order, Supplier agrees to these Terms and Conditions.

BlackBall Logistics, LLC Chattanooga, Tennessee