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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.

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:

  • 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.

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:

  • 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.

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:

  • 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.

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:

  • 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)

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

  • 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.

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

BlackBall Logistics, LLC Chattanooga, Tennessee