Federal Reseller Terms

Ingram Micro Public Sector LLC Federal Reseller Addendum

[last updated April 12, 2022]

This Federal Reseller Addendum (the “Addendum”) supplements the Sales Terms in place between Buyer and Ingram Micro located at https://corp.ingrammicro.com/en-us/legal/sales_tac and applies to Buyer’s Product purchases from Ingram Micro Public Sector LLC, an Indiana limited liability company, with its principal place of business at 10900 Pump House Road, Suite B, Annapolis Junction, MD 20701 (“Ingram Micro Public Sector”) for resale to federal, state, local and education customers. In the event of a conflict between the terms of this Addendum and the Sales Terms, the terms of this Addendum will govern.

Ingram Micro Public Sector LLC is a wholly owned subsidiary of Ingram Micro Inc., is public sector focused, and was established to enhance supply chain security and better support the Buyer’s government business in the United States.

1.0    This Addendum may be modified by Ingram Micro Public Sector from time to time in its sole discretion. No modification of this Addendum, as published on Ingram Micro’s Web site located at https://corp.ingrammicro.com/en-us/legal/fed_reseller_terms, in effect at the time the Buyer places its order will be binding unless the modification is in writing and signed by an authorized representative of the Buyer.

2.0    When purchasing products or services for resale to or in support of public sector customers, including those in the federal, state, and local governments and education markets, Buyer agrees to provide all applicable public sector customer requirements to Ingram Micro Public Sector at the time that Buyer requests a quote or places an order. The Buyer will send those terms to Ingram Micro Public Sector, along with the order or request for quote including the procuring or receiving government agency and if available the applicable prime contract number. Ingram Micro Public Sector’s receipt of those terms does not constitute acceptance of said terms or acceptance of an order. Questions regarding acceptance of flow down terms and conditions should be directed to Ingram Micro Public Sector at publicsector_programs@ingrammicro.com. Buyer understands and agrees that Ingram Micro Public Sector is a distributor of “Commercial Items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. Buyer further agrees that, for federal contracts, Buyer will only flow-down to Ingram Micro Public Sector the clauses that are required to be inserted in a subcontract for Commercial Items, as set forth in FAR 52.244-6(c)(1) or an applicable agency FAR supplement. To the extent that Buyer believes that additional FAR and/or agency FAR supplemental clauses apply because they are mandatory flow-downs to which the Buyer has agreed to with its federal government customer, the Buyer will list those clauses, and the basis for their inclusion, in the email to Ingram Micro Public Sector. The Buyer will receive only those rights in technical data provided by the Vendors. In no event will the Buyer receive unlimited rights in data, software, or intellectual property rights provided by the vendors or any other third party.

3.0    The federal government contract flow down provisions set forth in Section 9.0 below are applicable to orders for U.S. federal government customers. Ingram Micro Public Sector does not accept any additional or modified flow down provisions including but not limited to Federal Acquisition Regulation (FAR), Department of Defense FAR Supplement (DFARs), or NASA FAR Supplement provisions, notwithstanding existence of such provisions on Buyer’s purchase orders or supplementary documentation or Ingram Micro Public Sector’s acceptance of such purchase orders or documentation. Any additional or modified flow down provisions must be mutually agreed to in writing prior to any order acceptance as stated in section 2.0.

4.0    The Buyer is not listed on the Excluded Parties List System (EPLS) on the System for Award Management (SAM).

5.0    Ingram Micro Public Sector is committed to fair and open competition as well as to conducting its business fairly, impartially and in an ethical manner. CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (FAR 52.203-13) (OCT 2015) These values require that Ingram Micro Public Sector employees adhere to a high ethical standard. Buyer also agrees to conduct its business fairly, impartially and in an ethical and proper manner. If Buyer has reason to believe that Ingram Micro Public Sector or any employee or agent of Ingram Micro Public Sector has acted improperly or unethically under this Addendum, Buyer agrees that it will report such behavior to Ingram Micro Public Sector.

6.0    The Buyer will provide at a minimum the following additional information in the regular quoting and ordering process it submits to Ingram Micro Public Sector for all sales made for resale to the U.S. Federal Government:

6.1    Authorized Channel contract type (e.g., GSA (non-schedule contract), Indefinite Delivery/Indefinite Quantity, 8(a));
6.2    End User customer (Government Agency) name, agency, department;
6.3    Government Agency, Cabinet level/specific procuring office;
6.4    Ship to address (street, city, state, country and zip/postal code);
6.5    Prime Federal Government Contract number, when available; and 6.6    Government Solicitation or Order Number;

7.0    The Buyer will clearly identify Defense Priorities and Allocation System DPAS/Rated Orders to Ingram Micro Public Sector to ensure the timely availability of industrial resources to meet national defense and emergency preparedness requirements. Below is a list of five elements rated in order which are considerations for Ingram Micro Public Sector when identifying and accepting rated orders:

7.1    A priority rating. DPAS regulations establish two levels of priority for rated orders: DX and DO. DX is the highest priority rating and must be given preference over all non-DX rated orders, while DO is the next highest and must be prioritized over unrated orders.
7.2    A program identification symbol. Activity codes identify the program supported by the order; for example, “C2” indicates the order supports Department of Defense construction, and in this case the order would have DX-C2 or DO-C2.
7.3    Required delivery date or dates.
7.4    Written or digital signature of individual authorized to sign rated orders on behalf of the issuer.
7.5    A statement identifying the DPAS program and associated authorities; e.g., “This is a rated order certified for national defense use and you are required to follow all the provisions of the Defense Priorities and Allocations System regulations (15 CFR Part 700).”

8.0    The Buyer acknowledges that the Trade Agreements Act, 19 U.S.C. Section 2511 et seq., and its implementing regulations governs the ability of the U.S. federal government to purchase items produced outside the United States and certain designated countries. Buyer acknowledges that not all products provided by Ingram Micro Public Sector or manufactured by its Vendors are items produced in the United States or designated countries. Ingram Micro Public Sector may identify certain items (“Designated Country Items”) as being produced in the United States or designated countries but that designation is solely based on information provided to Ingram Micro Public Sector by its Vendors. If Buyer undertakes to sell items other than Designated Country Items, Buyer accepts sole responsibility for ensuring that such sales comply with the Federal Government’s requirements.

9.0    This Addendum pertains to the sale of “commercial items” as that term is defined under FAR 2.101 and FAR Part 12. Notwithstanding any other clause in the prime contract, only those clauses identified in 52.212-5(e) and 52.244-6 are required to be in subcontract agreements for commercial items or commercial components (see further, FAR 12.502(b), 44.402(b)). The most recent version of the following FAR clauses, identified in 52.212-5(e) and 52.244-6 are hereby incorporated by reference, with the same force and effect as if they were given in full.

FAR 52.203-13 Contractor Code of Business Ethics and Conduct
FAR 52.203-15 Whistleblower Protection Under the ARRA
FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements
FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems
FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services
Developed or Provided by Kaspersky Lab and Other Covered Entities
FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.
FAR 52.219-8 Utilization of Small Business Concerns
FAR 52.222-21 Prohibition of Segregated Facilities
FAR 52.222-26 Equal Opportunity (E.O. 11246)
FAR 52.222-35 Equal Opportunity for Veterans
FAR 52.222-36 Equal Opportunity for Workers with Disabilities
FAR 52.222-37 Employments Reports on Veterans (38 U.S.C. 4212).
FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (E.O. 13496).
FAR 52.222-41 Service Contract Act of 1965
FAR 52.222-50 Combating Trafficking in Persons
FAR 52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements
FAR 52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements
FAR 52.222-54 Employment Eligibility Verification
FAR 52.222-55 Minimum Wages Under Executive Order 13658
FAR 52.222-62 Paid Sick Leave Under Executive Order 13706
FAR 52.224-3 Privacy Training
FAR.52.225-26 Contractors Performing Private Security Functions Outside the U.S
FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors
FAR 52.247-64 Preference for Privately Owned U.S. Flag Commercial Vessels

List of additional FAR Flow down requirements Ingram Micro Public Sector will accept outside the FAR provisions listed above:

FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions
FAR 52.203-6 Restrictions on Subcontractor Sales to the Government
FAR 52.203-7 Anti-Kickback Procedures
FAR 52.204-2 Security Requirements
FAR 52.204-9 Personal Identity Verification of Contractor Personnel

10.0    Warranty, Support, Site Access, and Security Requirements: When purchasing Products for resale, and to ensure proper implementation, warranty, service, and support of the government customer environment, written guidance of any security requirements for access to facilities, systems, and networks that is necessary in performance of an order or contract must be provided. The guidance will outline all the security requirements associated with information, networks and systems being supported and accessed including requirements for personnel. In the case of government customers including any Federal, State or Local Government agency, Prime Contractor or Subcontractor supporting a government requirement, the same written guidance of any security requirements as stated above must be included with all applicable security forms and contract flow down clauses. All contracts and orders for Federal Government customers must provide security guidance in accordance with Federal Acquisition Regulations, including but not limited to FAR clause 52.204-2, Security Requirements and FAR Subpart 4.4 - Safeguarding Classified Information within Industry, by providing a Form DD-254 when applicable. The security guidance provided will be coordinated through Ingram Micro Public Sector’s Corporate or Facility Security Officer and all applicable requirements will be communicated to Ingram Micro Public Sector. It is expected that all security requirements and guidelines will be specified to include issuance of a Form DD-254 where applicable. The requirements will cover the entire period of performance including the full warranty support period for the solution provided.