Credit Application and Agreement
Terms & Conditions
BlackBall Logistics, LLC ("BlackBall")
The Applicant identified above ("Applicant") hereby applies for credit terms with BlackBall Logistics, LLC, a Tennessee limited liability company ("BlackBall"). By submitting this application, Applicant:
- Authorizes BlackBall to investigate Applicant's credit history, obtain credit reports, and verify financial and business information as necessary.
- Consents to the release of bank account and other relevant information to BlackBall or its designated agents.
- Agrees that, if credit is extended, all invoices are due upon receipt unless otherwise specified in writing.
- Acknowledges that invoices become past due immediately after the due date stated on the invoice.
Late Payments & Collection
If any invoice remains unpaid past the due date, Applicant agrees to pay a service charge on the delinquent balance at the maximum rate permitted by the laws of the State of Tennessee (or the jurisdiction specified on the invoice, if different). In addition, Applicant agrees to reimburse BlackBall for all reasonable collection costs, including attorney's fees, which shall not be less than 25% of the outstanding balance.
Default & Remedies
BlackBall reserves the right, at its sole discretion, to place any delinquent account on cash-on-delivery terms, suspend further deliveries or services, or repossess equipment without prior notice. BlackBall may pursue any and all remedies available under law or equity, including but not limited to filing preliminary lien notices or mechanics' liens where permitted by state law to protect its interests.
Federal Government Compliance
When performing services under federal government contracts or subcontracts (including prime contractor flow-down requirements), Applicant represents and warrants that it:
- Maintains active registration in the System for Award Management (SAM.gov) with a current Unique Entity Identifier (UEI).
- Is not debarred, suspended, or proposed for debarment from federal contracting (per FAR 52.209-6).
Complies with all applicable Federal Acquisition Regulation (FAR) 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) when applicable
- Maintains current certifications (e.g., HUBZone, SDVOSB, 8(a)) as claimed and will promptly notify BlackBall of any change in status.
- Agrees to indemnify BlackBall for any penalties, fines, or losses arising from Applicant's non-compliance with federal requirements.
Online Agreement & Updates
Applicant agrees to be bound by BlackBall's current Online Rental, Service, and Terms & Conditions (available at https://blackball-portal.com/legal or upon request), as amended from time to time. These terms include, but are not limited to, indemnification, limitation of liability, insurance requirements, and equipment use provisions. Applicant acknowledges that these terms may be updated periodically and agrees to be bound by the version in effect at the time of each rental, service, or sales transaction.
Credit Card Surcharge
Effective [Date], where permitted by law, BlackBall may impose a surcharge of up to 2.0% on credit card payments for charge accounts. This surcharge does not exceed our merchant discount rate and is subject to applicable sales tax in certain jurisdictions.
No Conflicting Terms
Any purchase order, scope of work, work order, or similar document issued by Applicant is accepted by BlackBall for record-keeping purposes only. Except for equipment description, quantity, delivery location, price, and estimated rental/service period, any conflicting or additional terms contained therein are expressly rejected and superseded by BlackBall's standard terms.
Signature & Acceptance
By submitting this application electronically, Applicant certifies that all information provided is true and complete, agrees to the terms above, and authorizes BlackBall to extend credit subject to approval.
Personal Guarantee
In consideration of BlackBall Logistics, LLC ("BlackBall") extending credit to the Applicant identified above ("Applicant"), the undersigned individual(s) ("Guarantor") hereby jointly, severally, unconditionally, and irrevocably guarantees and promises to pay BlackBall all amounts now owing or that may hereafter become owing by the Applicant, including principal, interest, service charges, collection costs, and reasonable attorney's fees.
This is a continuing guaranty and shall remain in full force and effect until BlackBall receives written cancellation from the Guarantor as described below. BlackBall shall not be required to notify the Guarantor of the dates, amounts, or terms of any credit extended to the Applicant. The Guarantor waives:
- Demand for payment and notice of default or non-payment
- Notice of acceptance of this guaranty
- Any right to require BlackBall to first pursue the Applicant, exhaust remedies against the Applicant, or resort to any security
- All set-offs, counterclaims, and exemptions or homestead rights
- Benefit of any change in the Applicant's status (e.g., incorporation, reorganization, merger, sale, or change in ownership/personnel/location)
The Guarantor further agrees to pay a service charge on all delinquent balances at the maximum rate permitted by Tennessee law (or the jurisdiction stated on the invoice, if different), plus all costs of collection, including reasonable attorney's fees (not less than 25% of the outstanding balance).
This guaranty is one of payment, not collection. The Guarantor's obligations remain enforceable regardless of any modification, extension of time, forbearance, or release granted by BlackBall to the Applicant.
Federal Government Compliance Note
When services involve federal government contracts or subcontracts, the Guarantor acknowledges that BlackBall is subject to Federal Acquisition Regulation (FAR) and related flow-down requirements. The Guarantor agrees that any failure by the Applicant to comply with applicable FAR clauses (e.g., payment obligations, small business utilization, EEO, anti-trafficking, cybersecurity under DFARS 252.204-7012) may result in liability under this guaranty.
Cancellation
This guaranty may be canceled only by written notice delivered to BlackBall via certified mail with proof of delivery. Cancellation shall apply only to credit extended after BlackBall's receipt of the notice. The Guarantor remains fully liable for all obligations incurred prior to receipt of cancellation, including accrued service charges and collection costs.
Governing Law & Waiver of Jury Trial
This guaranty is governed by the laws of the State of Tennessee. The Guarantor waives any right to trial by jury in any proceeding arising from or relating to this guaranty, to the extent permitted by law. The Guarantor consents to jurisdiction and venue in Hamilton County, Tennessee (Chattanooga area).
Trust Obligation
The Applicant and Guarantor agree to hold in trust, for payment to BlackBall, any funds received from third parties (including federal government payments) that include amounts owed to BlackBall for services, rentals, freight, or equipment. Such funds shall not be used for any other purpose until BlackBall is paid in full. Any breach of this trust obligation shall create a non-dischargeable debt in bankruptcy under 11 U.S.C. §523(a)(4) and (6).
Incorporation of BlackBall Terms
The Guarantor agrees to be bound by BlackBall's current Online Service, Rental, Freight, and Terms & Conditions (available at https://blackball-portal.com/legal or upon request), as amended from time to time. These terms, including indemnification and limitation of liability provisions, are incorporated by reference and apply to all transactions. The Guarantor acknowledges that terms may change and agrees to be bound by the version in effect at the time of each transaction.
By checking the box below, I authorize my electronic signature and agree to all terms above, including this Continuing Personal Guarantee, for the extension of credit by BlackBall Logistics, LLC.
Equal Credit Opportunity Notice
The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has, in good faith, exercised any right under the Consumer Credit Protection Act.
The federal agency that administers compliance with this law concerning this creditor is: Federal Trade Commission Division of Credit Practices 600 Pennsylvania Avenue, NW Washington, D.C. 20580
Applicant Certification and Agreement
By checking the box above, I certify that the information provided in this credit application is true, complete, and accurate to the best of my knowledge. I authorize BlackBall Logistics, LLC ("BlackBall") to investigate my/our credit history, obtain credit reports, verify financial and business information, and contact references as necessary to evaluate this application.
I further agree to be bound by BlackBall's current Terms & Conditions (available at https://blackball-portal.com/legal or upon request), as amended from time to time, which govern all services, rentals, freight, warehousing, equipment usage, and transactions with BlackBall. These terms include, but are not limited to, payment terms, late fees, indemnification, limitation of liability, insurance requirements, and federal government compliance obligations (including FAR/DFARS flow-down clauses when applicable).
I acknowledge that these terms may be updated periodically and agree to be bound by the version in effect at the time of each transaction.
Vendor Code of Ethics
1. Introduction and Purpose
Black Ball Logistics, LLC (“Black Ball” or “the Company”) is committed to conducting business with the highest standards of integrity, ethics, and compliance, particularly as a primary contractor to the United States federal government. Our core values—Integrity, Accountability, Respect, Excellence, and Transparency—guide all our operations and relationships. These values ensure we deliver superior services while adhering to all applicable laws, regulations, and ethical principles, avoiding even the appearance of impropriety.
This Vendor Code of Ethics (“Code”) applies to all vendors, suppliers, subcontractors, agents, consultants, and other third parties (“Vendors”) that provide goods or services to Black Ball or act on our behalf. It mirrors the standards we uphold for our own employees and board members and is aligned with the Defense Industry Initiative (DII) on Business Ethics & Conduct. As a federal contractor, we require Vendors to support these principles to protect the interests of Black Ball, the Vendors themselves, and the United States government.
The purpose of this Code is to:
- Promote ethical behavior and legal compliance in all business dealings.
- Ensure Vendors understand and flow down federal obligations, such as those under the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS).
- Foster a culture of accountability that mitigates risks like fraud, corruption, or non-compliance, which could lead to contract termination, debarment, or legal penalties.
- Provide protections for all parties by encouraging open reporting and prohibiting retaliation.
Vendors must comply with this Code as a condition of doing business with Black Ball. In cases of conflict, adhere first to applicable laws and regulations, then contract terms, and finally this Code. If local laws are less stringent, this Code prevails. Violations may result in corrective actions, including termination of relationships, and reporting to authorities if required by law.
For questions or concerns, contact Black Ball’s Ethics and Compliance Officer at ethics@blackballlogistics.com.
2. Compliance with Laws and Regulations
Vendors must conduct all business ethically and in full compliance with federal, state, local, and international laws and regulations applicable to their operations. This includes, but is not limited to:
- General Legal Compliance: Adhere to all laws governing business practices, including antitrust, environmental, labor, and safety standards. Vendors are responsible for understanding and complying with these in their jurisdictions and ensuring their subcontractors do the same.
Government-Specific Requirements: As Black Ball is a federal contractor, Vendors must comply with flowed-down provisions from our government contracts. This includes:
- Procurement integrity under the Procurement Integrity Act (41 U.S.C. §§ 2101-2107), prohibiting improper disclosure or use of source selection information.
- Export controls under the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), ensuring no unauthorized exports of controlled items or data.
- Anti-boycott laws, avoiding participation in unsanctioned foreign boycotts.
- Socioeconomic policies, such as small business subcontracting plans under FAR 52.219-9.
Vendors must maintain systems to monitor compliance, conduct due diligence on their supply chains, and report any risks or non-compliance to Black Ball promptly. Failure to comply may expose all parties to audits, investigations, or penalties, and Black Ball reserves the right to audit Vendor records for verification.
3. Anti-Bribery, Anti-Corruption, and Fair Competition
Black Ball has zero tolerance for bribery, corruption, or unfair competitive practices. Vendors must:
- Prohibition on Bribes and Kickbacks: Never offer, promise, give, or accept bribes, kickbacks, or improper payments to influence business decisions, including those involving government officials. This includes facilitating payments or anything of value that could be seen as improper.
- Gifts, Entertainment, and Business Courtesies: Limit gifts, meals, or entertainment to nominal value and ensure they are permissible under law and the recipient’s policies. Pre-approval from Black Ball is required for any courtesies involving government personnel. Prohibit lavish or frequent offerings that could create the appearance of impropriety.
- Antitrust and Fair Competition: Compete fairly without engaging in price-fixing, bid-rigging, market allocation, or collusion. Comply with U.S. antitrust laws and report any suspected violations.
Vendors must adhere to the Foreign Corrupt Practices Act (FCPA), Anti-Kickback Act (41 U.S.C. §§ 8701-8707), and FAR 52.203-7 Anti-Kickback Procedures. Conduct due diligence on business partners to ensure they are not involved in corrupt activities. These measures protect all parties from criminal liability, fines, and reputational harm.
4. Conflicts of Interest and Organizational Integrity
Vendors must avoid situations where personal or business interests conflict with those of Black Ball or the government. This includes:
- Personal and Organizational Conflicts: Disclose any relationships, financial interests, or activities that could impair objectivity, such as family ties to Black Ball employees or government officials involved in our contracts.
- Hiring and Interactions with Government Employees: Comply with restrictions on hiring former government officials (e.g., post-employment rules under 18 U.S.C. § 207). Avoid unauthorized discussions about employment with current officials.
Vendors must align with FAR 3.101-2 on avoiding the appearance of conflicts and FAR 52.203-16 Preventing Personal Conflicts of Interest. Prompt disclosure to Black Ball allows for joint resolution, protecting contract integrity and preventing disputes or debarment.
5. Human Rights, Labor, and Workplace Standards
Black Ball expects Vendors to uphold human rights and provide safe, fair working conditions. Vendors must:
- Anti-Trafficking and Child Labor: Prohibit forced labor, human trafficking, or child labor. Ensure all workers are of legal age and employed voluntarily, with fair wages and hours.
- Equal Opportunity and Non-Discrimination: Promote diversity and prohibit discrimination based on race, color, religion, sex, national origin, disability, veteran status, or other protected characteristics. Foster inclusive workplaces.
- Health, Safety, and Environment: Maintain safe environments compliant with Occupational Safety and Health Act (OSHA) standards. Minimize environmental impact through sustainable practices, adhering to Environmental Protection Agency (EPA) regulations.
Flow down FAR 52.222-50 Combating Trafficking in Persons and Executive Order 11246 on affirmative action. These standards protect workers’ rights, reduce legal risks, and ensure ethical supply chains.
6. Confidentiality, Data Protection, and Intellectual Property
Vendors must safeguard sensitive information and respect intellectual property (IP):
- Protection of Confidential Information: Handle Black Ball’s and government data (e.g., Controlled Unclassified Information (CUI), covered defense information) with care. Use only for authorized purposes and report breaches immediately.
- Cybersecurity and Reporting Incidents: Implement safeguards per NIST SP 800-171 and report cyber incidents as required.
- Intellectual Property Rights: Respect IP rights, avoid infringement, and comply with data rights under FAR 52.227-14.
Adhere to DFARS 252.204-7012 Safeguarding Covered Defense Information. These obligations prevent data loss, national security risks, and legal claims.
7. Accurate Records, Reporting, and Quality Assurance
Vendors must maintain truthful records and deliver high-quality goods/services:
- Record-Keeping and Audits: Keep accurate books for at least three years (or as required by law) and allow audits by Black Ball or government authorities.
- Product Quality and Counterfeit Prevention: Ensure products meet specifications and prevent counterfeit parts per DFARS 252.246-7007.
Comply with FAR 52.215-2 Audit and Records—Negotiation. This ensures transparency and protects against false claims.
8. Reporting Violations and Non-Retaliation
Vendors must provide safe channels for reporting concerns, such as anonymous hotlines, without fear of retaliation. Report suspected violations of this Code, laws, or federal contracts to Black Ball or authorities. Align with FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements. This fosters accountability and protects whistleblowers.
9. Training, Enforcement, and Consequences
Vendors must implement ethics training programs commensurate with their size, per FAR 52.203-13. Black Ball will monitor compliance through audits and self-certifications. Violations may lead to corrective plans, suspension, termination, or reporting to government agencies. We encourage proactive risk management to safeguard all parties.
Acknowledgment: By doing business with Black Ball, Vendors certify they have read, understand, and agree to comply with this Code. Updates will be posted online; continued business constitutes acceptance.
For more information contact our Ethics Officer.
Purchase Order Terms and Conditions
- Purchase Order Terms and Conditions BlackBall Logistics, LLC Effective Date: March 1, 2026
1. DEFINITIONS
- “BlackBall” or “Buyer” means BlackBall Logistics, LLC, a Tennessee limited liability company, including its subsidiaries and affiliates.
- “Supplier” or “Seller” means the person or entity identified as the supplier on the face of this Purchase Order (“Order”).
- “Prime Contract” means any agreement between BlackBall and its customer (including federal, state, or prime government contracts) under which the Goods or Services are required.
- “Goods” means equipment, parts, materials, supplies, or other items identified on the Order.
- “Services” means logistics, freight transportation, warehousing, equipment rental, disaster relief, or other services identified on the Order.
- “Specifications” means the technical, quality, performance, and compliance standards set forth in the Order or in BlackBall-approved documentation.
- Pack, mark, label, and ship Goods in accordance with BlackBall instructions, carrier requirements, and applicable federal regulations (e.g., hazardous materials under DOT, export controls under ITAR/EAR).
- Provide packing slips with Order number, shipment date, and detailed description.
- Route shipments per BlackBall’s instructions. No charges for packaging, handling, freight, or storage unless expressly authorized on the Order.
- Conform to all Specifications and Prime Contract requirements.
- Be fit for intended purpose.
- Be free from defects in material, workmanship, and design.
- Comply with all applicable laws, regulations, and standards (including FAR/DFARS).
- Not infringe third-party intellectual property rights.
- Breach of this Order or any warranty.
- Defects in Goods/Services.
- Personal injury, death, or property damage.
- Intellectual property infringement.
- Violation of any law or Prime Contract requirement.
- FAR 52.219-8 (Small Business Utilization)
- FAR 52.222-26 (Equal Opportunity)
- FAR 52.222-50 (Combating Trafficking in Persons)
- DFARS 252.204-7012 (Cybersecurity)
- Assignment: Prohibited without BlackBall’s consent.
- Severability: Invalid provisions do not affect remainder.
- Survival: Warranty, indemnification, insurance, and compliance survive termination.
- Notices: In writing via certified mail or email with confirmation.
2. ACCEPTANCE AND PRECEDENCE Supplier shall acknowledge this Order in writing within three (3) business days of receipt. Failure to object or commencement of performance (shipment of Goods or provision of Services) constitutes acceptance of these Terms and any incorporated Prime Contract clauses.
These Terms, together with the Order and any expressly incorporated Prime Contract provisions (including FAR, DFARS, and other federal flow-down clauses), constitute the entire agreement. Any conflicting terms in Supplier’s documents (acknowledgments, invoices, terms of sale, etc.) are expressly rejected and void. In the event of conflict, the Order and these Terms prevail; if a Master Service Agreement exists, it controls over these Terms.
Supplier acknowledges receipt and opportunity to review any Prime Contract terms flowed down into this Order and agrees to full compliance therewith, including all federal laws, regulations, and obligations applicable to government-supported work.
3. DELIVERY, PACKAGING, AND TRANSPORTATION Delivery terms are as stated on the Order. Partial shipments require BlackBall’s prior written approval. Supplier shall:
Time is of the essence. Supplier shall promptly notify BlackBall of any anticipated delay.
4. INSPECTION AND ACCEPTANCE BlackBall, its representatives, or U.S. government authorities shall have the right to inspect and test Goods at reasonable times, including at Supplier’s facilities, prior to, during, or after delivery. Supplier shall provide full access and assistance at no additional cost.
BlackBall may reject nonconforming or defective Goods at any time (including latent defects). Rejected Goods shall be returned or corrected at Supplier’s expense. Payment does not constitute acceptance, and BlackBall’s rights survive payment.
5. PRICE AND PAYMENT Prices are firm and fixed unless otherwise stated. No price increases are allowed without BlackBall’s prior written consent. Invoices must be submitted electronically in the format and system designated by BlackBall, including Order number, detailed description, and certifications required by Prime Contract clauses.
Payment terms are net 60 days from receipt of a correct invoice and acceptance of Goods/Services. Payment is via ACH. Disputed amounts may be withheld pending resolution. Supplier shall provide supporting documentation within 30 days of notice of dispute.
6. WARRANTY Supplier warrants that Goods and Services will:
Warranty period is the longer of Supplier’s standard warranty or one (1) year from acceptance. Supplier shall promptly repair, replace, or re-perform at no cost to BlackBall. If Supplier fails, BlackBall may return Goods for full refund and reimbursement of related costs.
7. INSURANCE & INDEMNIFICATION Supplier shall maintain insurance at its expense, including workers’ compensation, commercial general liability ($1,000,000 per occurrence / $3,000,000 aggregate), auto liability ($1,000,000), and other coverages required by BlackBall or Prime Contract. Policies shall name BlackBall as additional insured and include waiver of subrogation.
Supplier shall indemnify, defend, and hold harmless BlackBall, its affiliates, customers, and the United States government from all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising from:
8. FEDERAL GOVERNMENT COMPLIANCE When Goods or Services support a federal Prime Contract, Supplier agrees to comply with all flowed-down clauses (FAR, DFARS, etc.), including but not limited to:
Supplier certifies active SAM.gov registration with current UEI and no debarment/suspension. Supplier shall promptly notify BlackBall of any compliance change.
9. TERMINATION & CHANGES BlackBall may terminate for convenience or cause upon notice. Supplier may not change quantities, specifications, pricing, or delivery without written approval. No extras or additional charges without authorization.
10. GOVERNING LAW & DISPUTE RESOLUTION Governed by Tennessee law. Disputes resolved through negotiation, then mediation in Chattanooga, Tennessee, then binding arbitration under AAA rules in Hamilton County, Tennessee.
11. MISCELLANEOUS
By accepting or performing under this Order, Supplier agrees to these Terms and Conditions.
BlackBall Logistics, LLC Chattanooga, Tennessee