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2410 West Areo Park Court
Traverse City, Michigan
Century Specialties © 2022 Supplier Quality Manual
PURCHASING TERMS AND CONDITIONS
1. Definitions. The term “Company” means Century, LLC., or any company, entity, or person that is a subsidiary of, an affiliate of, or related to Century, LLC. The term “Seller” means any individual, corporation or other entity who is to perform or provide the Work or Goods ordered by Company (“Work”) under the purchase order to which these terms and conditions are applicable. The term “Work” means all goods, items, materials, equipment, labor, design, formulation, testing or other services that is the subject of this purchase order.
2. Warranty. Seller warrants that all Work will conform to the description and specifications contained in Company’s purchase order, will be free from defects in design, material and workmanship, and will be merchantable and fit for Company’s intended use, all for a period of four (4) years after the final acceptance of the Work, or such longer period as may be otherwise stated on the face of the Company’s purchase order. If Seller breaches this warranty, Seller, at Company’s option, will either, repair the defective Work, replace the defective Work or refund the purchase price, and in addition, will compensate Company for all incidental and consequential damages incurred by Company due to the breach of warranty. If Company selects repair or replacement, any defects will be remedied without cost to Company, including but not limited to, the costs of removal, repair and replacement of the defective Work, and reinstallation of new Work. All such defective Work that is so remedied will be similarly warranted as stated above. Additionally, Company remains entitled to all remedies afforded to it by the Michigan Uniform Commercial Code and common law.
3. Patents. Seller agrees to indemnify and save harmless Company from all claims arising out of any infringement of patents or copyrights arising out of Company’s purchase, use or sale of the Work supplied under this purchase order, and to defend at Seller’s expense, including reasonable attorney’s fees, any and all suits or actions, based on such claims.
4. Seller’s Liability and Indemnification. Seller will save and hold Company harmless from and against all liabilities, claims and demands, and damages on account of personal injuries, including death, or property loss or damage to Company or to others (including Seller and employees and invitees of Seller and of Company) arising out of or in any manner connected with the performance of such Work or any defect in the Work, or caused by the negligent or willful act or omission to act of Seller, or a supplier of Seller, or employees or invitees of either of them, and Seller will, at its own expense, defend any and all actions based on such negligent or willful acts or omissions to act, and will pay all reasonable charges of attorneys and all costs and other expenses arising out of these obligations of indemnification.
5. Insurance. If Seller, either as principal or by agent or employee, enters upon the property of Company in order to do any Work, Seller agrees to maintain the following types of insurance coverage: (a) Worker’s Compensation Insurance or qualification as a self-insurer to satisfy the laws of the state in which the Work will be performed; (b) Employers’ Liability Insurance for Bodily Injury per accident with limits of not less than $1,000,000 and Bodily Injury by Disease with limits of not less than $1,000,000 per policy; (c) Commercial General Liability Insurance for personal injury and property damage, including contractual liability insurance, with combined limits of not less than $1,000,000 per occurrence; and (d) Automobile Liability Insurance for personal injury and property damage with combined limits of not less than $1,000,000 per occurrence. Seller will assure that its Worker’s Compensation insurer or Seller, if self-insured, agrees to waive all rights of subrogation against Company except for claims caused by Company’s sole negligence. Upon Company’s request, Seller will provide Company with written certification, reasonably acceptable to Company, of Seller’s compliance with the requirements listed in this Section 5. The requirements in this Section 5 are separate and distinct from any other obligations of Seller under Company’s purchase order.
6. Changes. Company may, at any time, in writing, make changes to the general scope of this purchase order. If any such change causes an increase or decrease in the cost of or time required for the performance of any Work under this purchase order, an adjustment will be made to the price or delivery schedule, or both reflecting the documented actual delay or cost increase incurred by Seller, as agreed to by Company, and this purchase order will be modified in writing accordingly.
7. Termination. Company may terminate its purchase order at any time by giving written notice to Seller at Seller’s regular place of business. After receiving written notice of termination, Seller will immediately cease the Work indicated in the notice of termination. In the event of such a termination, Company will reimburse Seller for the lesser of Seller’s actual costs incurred or the prorated portion of Seller’s actual bid cost based upon the percentage of completion, plus a Seller’s prorated overhead and profit included in its bid based upon the percentage of the Work completed as of the termination date.
8. Liens. Seller guarantees that no lien, encumbrance or security interest will be filed by anyone against Company, Company’s property or the Work for materials or labor or both furnished under this purchase order and will defend and hold Company harmless from any such liens, encumbrances or security interests and will pay all attorney’s fees and all other costs and expenses arising from such liens, encumbrances or security interests.
9. Independent Contractor. Seller is an independent contractor and not an employee or agent of Company. Company disclaims any right to control the manner of performance by Seller and Company will not control the manner of performance by Seller. Seller has no authority to direct or control the performance of any employee of Company. Seller’s role will be that of an adviser and not of master to any Company employee. Seller does not have any Company title and Seller is not eligible for Company benefits or employee plans.
10. Assignment. The Work, as a whole, covered by this purchase order and amounts payable by Company to Seller under this purchase order are not assignable by Seller without the prior written consent of Company. Company shall have the right to assign any part of this Purchase Order to any customer or other third party of it who acquires goods or services from Company unto which the Work is incorporated.
11. No Violation of Law. Seller warrants that it will comply with all foreign, federal, state and local laws and regulations in connection with or related to the Work.
12. Environment, Health, Safety and Security. If Seller, either as principal or by agent or employee, enters upon the property of Company, Seller agrees to comply with Company’s rules and regulations and all applicable governmental environmental, health, safety and security laws and regulations.
13. Hazardous and Dangerous Goods and Materials. For any goods or materials furnished in accordance with this purchase order which are defined as hazardous or dangerous under applicable law, Seller will provide Company with hazardous warning and safe handling information in the form of a material safety data sheet (MSDS) and appropriate labeling for such goods or materials.
14. Equal Employment Opportunity. Unless this purchase order is exempted by law, Seller will comply with Executive Order 11246, the Rehabilitation Action of 1973, the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, the Americans with Disabilities Act, as they have been or will be amended from time to time, and regulations implementing such statutes; and any similar state and local laws and ordinances and the regulations implementing such statutes. These regulations may also require your company to submit an EEO-1 Report and to develop an Affirmative Action Plan if the value of any contract exceeds $50,000 and your company has 50 or more employees. If requested by Company, Seller will furnish to Company an executed Certificate of Non-segregated Facilities.
15. Verification of Purchased Product. Seller agrees to allow right of access and comply with and assist in any procedures established by Company for inspection, verification and release of product to be performed by Company, its customers or regulatory authorities at Supplier’s manufacturing facility as well as supply chain facilities.
16. Notification of Change. Seller must notify of any changes in product and/or process, changes of suppliers, changes of manufacturing facility location and obtain our approval when requited.
17. Confidentiality. Seller and its employees shall not disclose to any person other than the Company any customer information, design, specifications or other information concerning projects or products under development by Company or its customers.
18. Disputes. These Purchase Order Terms and Conditions shall be governed by the law of the State of Michigan. Any claims or disputes concerning same shall be decided by a single arbitrator acting in either Traverse City or Southfield, Michigan, as determined by Company under the Commercial Arbitration Rules of the American Arbitration Association, whose decision shall be enforceable in any Michigan Court of general jurisdiction.
19. Entire Agreement. This purchase order sets forth the entire agreement between Company and Seller. By accepting this purchase order it is understood that Seller agrees to Company’s terms and conditions. Company objects to any additional or conflicting terms and conditions in Seller’s acceptance of this purchase order. Any changes or amendments to the terms and conditions in this purchase order must be agreed to in writing by Company.
20. Cleaning of Parts. Seller agrees, and where applicable, will certify, that all parts, materials, etc., supplied to Company are free from any processing which included washing or cleaning.
21. Time of Delivery. The required times of delivery as set forth in this Purchase Order are of the essence of this Purchase Order.
22. Access. Seller agrees to grant access to company personnel, its applicable customer and any associated regulatory agencies to all applicable areas of seller’s facilities and supply chain involved in the above order and to all applicable records.
23. Costs. Cost occurred by the Company as it relates to non-conforming stemming from supplier products or services could result in charges to include all fees, labor, burden, OSP and material cost related to scrap or rework of product.
LAST UPDATED: May 13, 2022
This is the Privacy Notice of Century, LLC as well as our subsidiaries, Century Sun Metal Treating and Century Specialties (“Century”), whose corporate headquarters is located at 2410 W. Aero Park Ct., Traverse City, MI 49686.
Century manufactures products and provides services for industrial and commercial applications, (collectively “Products and Services”).
Century respects your privacy. This Privacy Notice sets out how Century collects and processes personal data when our Products and Services are used, including the sites www.centuryllc.com and www.century-sun.com (“Sites”). This Privacy Notice also provides certain information that is legally required and lists certain rights in relation to personal data under applicable law.
We may amend this Privacy Notice from time to time. We encourage users to check our Privacy Notice regularly to understand how we may process your Personal Data.
INFORMATION ABOUT PERSONAL DATA PROCESSING
How We Collect Personal Data
1. When an account is created or an individual utilizes our Products or Services
We collect Personal Data when our Site and Services are used or interacted with, including when individuals register with us, provide their contact information at an industry event, browse our products online, or make purchases from us. This Personal Data may include name, address, phone number, username and password, email address, date of birth, location data, and payment information.
2. When you communicate with us or sign up for promotional materials.
We collect Personal Data when you communicate with us or sign up to receive promotional materials or information.
3. When we collect data from third parties or publicly-available sources. We may obtain certain data about you from third-party sources to help us provide and improve the Services and for marketing and advertising. We may combine your Personal Data with data we obtain from our Services, other users, or third parties to enhance your experience and improve the Services.
4. When we leverage and/or collect cookies, device IDs, Location, data from the environment, and other tracking technologies.
5. Users Under 18 Years of Age
We do not knowingly collect Personal Data online from individuals under 18 years without parental consent. If you become aware that an individual under 18 years of age has provided us with Personal Data without parental consent, please contact us through our website contact form with the subject of GDPR/Privacy. If we become aware that an individual under 18 has provided us with Personal Data without parental consent, we will take steps to remove the data unless required to retain by law.
How We Share Personal Data
We may share your Personal Data as described in this Privacy Notice, including:
1. To Affiliates and Partners.
With companies or ventures that are owned or controlled by Century, and internally within Century, in order to provide and improve Services, for marketing purposes, for advertising, and for analytics.
2. To Service Providers and Vendors.
With business partners, marketing partners, and vendors to provide, improve, and personalize the Services.
3. For Advertising and Marketing.
With advertising and marketing partners for advertising and marketing purposes on Century’s behalf and on behalf of third parties.
4. For Certain Analytics and Improvement.
With certain companies for purposes of analytics and improvement of the Services.
5. Actual or Contemplated Sale, Acquisition, or Reorganization.
In connection with a contemplated reorganization or an actual reorganization of our business, in connection with financing, a sale, acquisition or other transaction involving the disposal of all or part of our business or assets, including for the purpose of permitting the due diligence required to decide whether to proceed with a transaction.
LEGAL BASIS FOR PROCESSING
We collect and process your personal data for a variety of different purposes which are set out in further detail below.
In some cases, we will ask for consent so that we may process Personal Data. However, in certain circumstances, data protection laws allow us to process Personal Data without needing to obtain your consent. In the U.S., individuals typically provide consent when they receive notice of this Privacy Notice. This section addresses the legal basis for processing Personal Data if the individual resides outside the U.S.
Processing Personal Data Where Consent Not Obtained
In certain cases, separate consent is not required, including:
1. For the performance of a contract.
To perform our contractual obligations, including fulfilling orders or purchases made, making contact in relation to any issues with an order or use of the Products or Services or where we need to provide Personal Data to our service providers related to the Products or Services.
2. To comply with legal obligations.
To comply with laws, regulators, court orders, or other legal obligations, or pursuant to legal process.
3. Legitimate Interests.
To operate our business and provide the Services, other than in performing our contractual obligations for Century’s “legitimate interests” for the purposes of applicable law, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data. Legitimate interests may include:
a. To communicate regarding the Products and Services, including to provide important notices regarding changes to our Terms & Conditions and to address and respond to requests, inquiries, and complaints.
b. To send surveys in connection with our Products and Services.
c. To assist in the investigation of suspected illegal or wrongful activity, and to protect and defend our rights and property, or the rights or safety of third parties.
d. To develop, provide, and improve our Products and Services.
e. To enforce agreements with third parties.
Matters That May Require Consent
In cases where we are not already authorized to process the Personal Data under applicable law, we may ask for consent to process Personal Data, including:
We may ask for consent to make contact by telephone, SMS, post and/or email about other offers, products, promotions, developments or services which we think may be of interest and for other marketing purposes.
A "cookie" is a small text file that a web server stores in browser software. A browser sends cookies to a server when the browser makes a connection to the server (for example, when requesting a web page from the same domain that created the cookie). The purpose of cookies is to remember the browser over time and distinguish one browser instance (or user) from all others. Some cookies and other technologies may serve to recall Personal Data previously indicated by a web user. Most browsers allow users to control cookies, including whether or not to accept them, and how to remove them. Cookies can remember login information, preferences, and shopping cart contents. Other cookies, often placed by our partners or other third parties, are used for analytics, marketing, or advertising.
Cookies, as well as other tracking technologies, such Local Shared Objects (such as “Flash” cookies), and similar mechanisms, may record information such as Internet domain and host names; Internet protocol (IP) addresses; browser software and operating system types; and dates and times that our Site is accessed.
Cookies used for analytics may use non-Personal Data that is not directly linked to an individual. We use analytics to improve our Site and Services.
Users are advised that if they wish to deny the use and saving of cookies from the Site on to their computer’s hard drive, they should take necessary steps within their web browser’s settings to block all cookies from the Site and its external serving vendors. Please note that if the choice is made to erase or block cookies, the user may need to re-enter their original user ID and password to gain access to certain parts of the Site. For information on how to disable cookies, refer to your browser’s documentation.
Withdrawing Your Consent (Outside U.S.)
An individual may at any time withdraw the consent provided for the processing of Personal Data for the purposes set forth in this Privacy Notice by requesting removal through our website contact form provided that we are not required by applicable law or professional standards to retain such information.
If an individual wants to stop receiving future marketing messages and materials, they can do so by clicking the “unsubscribe” link included in our email marketing messages. Please remember that even if an individual opts out of receiving marketing emails, we may still send important Product and Service information related to products, services and accounts.
DE-IDENTIFIED OR ANONYMIZED DATA
We may create de-identified or anonymous data from Personal Data by excluding data components (such as name, email address, or linkable tracking ID) that makes the data personally identifiable to an individual or through obfuscation or through other means. Our use of anonymized data is not restricted by this Privacy Notice.
We will retain Personal Data for as long as an account is maintained or as otherwise necessary to provide Products and Services. We will also retain your Personal Data as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
Where permissible, we will also delete Personal Data upon request, as further described in the Data Subject Access, Modification, and Deletion Rights section of this Privacy Notice.
Individuals can elect to block browser cookies from first parties (such as those from our website) and browser cookies from third parties by using the cookie blocking options built into your browser software. If you block browser cookies, some parts of our website may not function correctly. Also, blocking cookies will not stop third-parties from collecting IP address, data stored in "Flash" cookies, and certain other types of technical information that may uniquely identify a browser.
Due to the lack of consensus around a Do Not Track standard, our websites do not change how they collect or track data when they receive the “Do Not Track” flag.
WHY WE COLLECT AND PROCESS PERSONAL DATA
We need to process certain types of Personal Data in order to fulfill our contractual obligations and to provide Products and Services.
Where we ask for consent to process Personal Data, individuals have the right to withdraw such consent as described in this Privacy Notice. Please note, however, we may be unable to provide certain Products or Services that require the use of Personal Data.
Please note that even where consent would otherwise be required, we may nevertheless process your Personal Data in accordance with our legitimate interests under applicable law, as described in this Privacy Notice.
TRANSFER AND STORAGE OF PERSONAL DATA
Data for Century and our associated Products and Services are stored on servers in the United States. If you are located outside of the United States, please be aware that Personal Data we collect will be processed and stored in the United States.
By using our Services and/or submitting Personal Data, individuals agree to the transfer, storage, and/or processing of Personal Data in the United States.
DATA SUBJECT ACCESS, MODIFICATION, AND DELETION RIGHTS (OUTSIDE U.S.)
Individuals have the right in certain circumstances to request confirmation from us as to whether or not we are processing Personal Data. Where we are processing Personal Data, individuals also have the right to request access to, modification of, or deletion of such Personal Data.
Individuals have the right in certain circumstances to receive the Personal Data concerning them that they provided to us and have the right in certain circumstances to transmit such data to another controller.
To exercise these rights with respect to Personal Data, please contact us at through our website contact form with the subject of GDPR/Privacy. As permitted by law, certain data elements may not be subject to access, modification, and/or deletion. We reserve the right to charge for this service where allowed by law. We will respond to reasonable requests as soon as practicable and as required by law.
RIGHT TO LODGE A COMPLAINT WITH A SUPERVISORY AUTHORITY (OUTSIDE U.S.)
You may have a right to lodge a complaint with a supervisory authority.
SECURITY SAFEGUARDS AND LINKS TO OTHER WEBSITES
We implement technical and organizational safeguards to protect against unauthorized or unlawful processing of Personal Data and against the accidental loss, destruction, or damage of Personal Data. Please be advised, however, that we cannot fully eliminate security risks associated with the storage and transmission of Personal Data.
YOUR CALIFORNIA PRIVACY RIGHTS (U.S. ONLY)
Under Section 1798.83 of the California Code, residents of California have the right to request from a business, with whom the California resident has an established business relationship, certain information with respect to the types of Personal Data the business shares with third parties for those third parties’ direct marketing purposes, and the identities of the third parties with whom the business has shared such data during the immediately preceding calendar year. To exercise your rights, you may make one request each year by contacting us through our website contact form with the subject of GDPR/Privacy with “Request for California Privacy information” on the subject line and in the body of your message. Be sure to provide in the request sufficient information to properly identify you and/ or the members of your family.
For questions regarding this Privacy Notice, please contact us through our website contact form with the subject of GDPR/Privacy.