Please note: The terms & conditions of purchase for Celanese in Europe are available here.

Terms & conditions for Celanese Corporation in Americas

• Compliance with Laws – a) Seller covenants that all necessary authority has been or will be secured by Seller from regulatory bodies having jurisdiction over the premises and the work to be performed. b) Seller agrees to comply with all applicable federal, state, county, municipal and local laws, statutes, ordinances, orders, codes, rules and regulations including, but not limited to, those relating to wages, working hours, working conditions, insurance, labor, material, taxes and contributions, and will furnish proof of such compliance, (including for example the Fair Labor Standards Act), and shall on request furnish to Buyer a certificate to such effect. The Equal Opportunity clause in Title 41, Part 60-14, of the Code of Federal Regulations (Paragraph 1 through 7 of President’s Executive Order 11246), the Employment of the Handicapped clause Title 41, Part 60-741, 4 of the Code of Federal Regulations, and the Listing of Employment Opening for Veterans clause in Title 41, part 60-250.4, of the Code of Federal Regulations, are incorporated herein by reference if and to the extent applicable. Seller warrants that it has complied with all applicable laws (including the Toxic Substances Control Act and the Hazardous Substances Act of 1960 as amended) and regulations of governmental authority covering the production, sale and delivery of the Products. Seller agrees to defend, indemnify and hold buyer, its officers, agents, employees, subcontractors, affiliates and parents harmless from and against all claims, liability, loss, damage, cost and expense including, but not limited to, attorneys’ fees and other costs of defense resulting from seller’s failure or default on the part of seller with regard to such obligations of seller, or its failure to comply with all applicable laws.
• Delivery – Time is of essence of this Purchase Order, and if delivery of goods or the rendering of services is not completed by the time promised, Buyer reserves the right without liability in addition to its other rights and remedies to terminate this Purchase Order by notice effective when received by Seller as to goods not yet shipped or services not yet rendered and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred. Substitutions will not be accepted. The goods must be delivered by the date(s) specified, but should not be delivered earlier that two (2) weeks prior to such dates(s) unless prior approval for any earlier delivery is given by Buyer. Buyer, at its option, may take steps to assist Seller in expediting delivery to Seller of anything necessary for Seller’s performance.
• Purchase Order Acceptance – This Purchase Order must be accepted in writing by Seller. If for any reason Seller should fail to accept this Purchase Order in writing, the performance by Seller of any services, the shipment by the Seller of any goods ordered hereby, the furnishing of any services called for hereunder or the acceptance of any payment by Seller hereunder or any other conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute an unqualified acceptance by Seller of this Purchase Order and all its terms and conditions. Any terms and conditions proposed in Seller’s acceptance of Buyer’s offer or in any acknowledgement, invoice, or order form of Seller that add to, vary from, or conflict with the terms herein are hereby objected to. Any such proposed terms shall be void and the terms and conditions of this Purchase Order (i) shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties and apply to each shipment received by Buyer from Seller hereunder and (ii) may hereafter be modified only by written instrument executed by the authorized representatives of both parties. If this Purchase Order has been issued by Buyer in response to an offer and if any terms herein are additional to or different from any terms of such offer or agreement from which this Purchase Order is based, the issuance of this Purchase Order by Buyer shall constitute an acceptance of such terms herein and acknowledges that this order constitutes the entire agreement between Buyer and Seller with respect to the subject matter hereof and the subject matter of such offer and Seller shall be deemed to have so assented and acknowledged unless Seller notifies Buyer of the contrary in writing within ten (10) calendar days of receipt of this Purchase Order. Buyer and Seller agree that Purchase Orders may be issued by Buyer, and accepted by Seller, via facsimile or EDI and that all Purchase Orders issued via facsimile or EDI shall (a) be deemed to have been (Note: EDI orders are not otherwise signed) signed by an authorized representative of Buyer and (b) constitute originals. Buyer and Seller further agree not to contest the validity or enforceability of an accepted facsimile Purchase Order on the basis of it not being an original.
• Price Warranty – Seller warrants that the prices for the goods sold to Buyer hereunder are not less favorable than those currently extended to any other customer for the same or similar goods in similar quantities. In the event Seller reduces its price for such goods during the term of this Purchase Order, Seller agrees to reduce the price(s) hereof correspondingly. Seller warrants that prices shown on this Purchase Order shall be complete, and no additional charges of any type shall be added without Buyer’s express written consent. Such additional charges include, but are not limited to, shipping (if F.O.B., OP or SPFA) packaging, labeling, storage, insurance, boxing and crating.
• Payment Terms – Payment terms are net forty-five (45) days from of invoice date unless otherwise specified on the face of the Purchase Order.
• Delivery and Invoicing – Packing slip, invoice and quantities shipped/back ordered must match this Purchase Order. Purchase Order number, unload point and packing slip must be clearly displayed on outside of package or on the packing slip attached to the outside of the box. . If Material Safety Data Sheet (MSDS) is required, the MSDS must be inside the package and outside with the packing slip. (a) Packing – Unless otherwise specified, standard commercial preservations, packing and packaging are acceptable. Do not combine goods in same container for different receiving locations. (b) Marking – Exterior containers must be marked with the following: (i) address, (ii) Buyer’s Purchase Order number; (iii) part number; and (iv) any other special markings called for by this Purchase Order. (c) Bill of Lading – The bill of lading must reference this Purchase Order Number and correct ship to address. When delivery point is FOB origin, make no declaration of value on bill of lading EXCEPT when a declaration of value will result in lower total cost of shipment, and then declare such value as will entitle Buyer to the lowest applicable transportation rates. The original copy of the bill of lading shall be retained by Seller for one (1) year and provided to Buyer if requested. (d) Routing – On orders where Buyer either pays for or reimburses Seller directly for shipping costs, ship in accordance with routing instructions furnished by Buyer. If such instructions are not received, Seller shall secure the least expensive transportation method consistent with good commercial practice for protection and shipment of the goods shipped. (e) Packing Slip – Include with each shipment of goods a packing slip which displays (i) the Purchase Order number; (ii) the order item number; (iii) the item nomenclature/description; (iv) the item SAP material number; (v) the item supplier part number; (vi) the item serial number (where applicable) and (vii) the quantity shipped. (f) Delivery - Normal MRO deliveries must occur between 7:00 am and 3:00 pm Monday through Friday. (g) Invoicing – Separate invoice in duplicate to Buyer’s Account Payable Department on the day of each shipment made pursuant to this Purchase Order and indicate thereon: (i) location to which the good(s) have been shipped; (ii) Buyer Purchase Order number; (iii) the order item number; (iv) the item nomenclature/description; (v) SAP material number; (vi) item supplier part number; (vii) item serial number (where applicable); and (viii) quantity of item(s) shipped. Seller has responsibility of providing documentation for goods or services at time of delivery or next working day
• Transfer of Title and Risk of Loss – Transfer of title shall occur upon discharge of goods at Buyer’s designated facility. Seller warrants full and unrestricted title to Buyer for all goods and/or related services furnished by Seller under this Purchase Order, free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances. If Buyer makes progress payments to Seller under this Purchase Order, title to the goods and related services shall pass to Buyer at the time that Seller identifies the goods to this Purchase Order. Seller shall clearly identify the goods (including raw materials and components) as property of Buyer by visible marking or tagging, and Buyer shall have the right, at Buyer's option, to inspect and verify that said goods have been identified as Buyer's property. Risk of loss of such goods remains with the Seller until such time as Buyer takes physical possession or otherwise agrees in writing by Change Order to this Purchase Order.
• Changes – Buyer may, at any time, without notice to the sureties if any, by written notice unilaterally direct additions, deletions or changes, including rescheduling, acceleration or deceleration, to all or any part hereof this Purchase Order and Seller agrees to perform such as changed. If any change under this clause directly or indirectly causes an increase or decrease in Seller’s cost of, or time required for, the performance of any part of this Purchase Order, whether or not changed in any order, this Purchase Order shall be modified accordingly. Any delay by Seller in giving notice or presenting a proposal for adjustment shall be grounds for rejection of the claim if and to the extent the Buyer is prejudiced by such delay. In no case will a claim by Seller be considered if asserted after final payment under this Purchase Order. All modifications to this Purchase Order shall be by written amendment within fifteen (15) days, signed by both parties and approved by Buyer. Seller shall proceed diligently with the performance of its duties relating to this Purchase Order, pending final resolution of any request for relief, dispute, claim, appeal or action arising under this Purchase Order, and comply with any decision of Buyer.
• Inspection and Acceptance – Buyer has right to inspect and test any goods prior to shipment by Seller or at destination before acceptance. Payment shall not constitute acceptance by Buyer. Seller is solely responsible for any defects in the goods or their failure to conform to Buyer’s specifications or this Purchase Order and will rectify such defects or failures at Seller’s expense (including Buyer’s cost of disassembling and assembling equipment in order to rectify such defects or failures) or allow full credit for such defective or nonconforming goods (including transportation costs therefore paid by Buyer), when such defects or failures are discovered within ninety (90) days from Buyer’s receipt thereof, or to the extent the goods comprise equipment, one year from the date of putting such equipment into commercial operation. Seller will further reimburse Buyer for all costs and losses incurred or suffered by Buyer, which are attributable to or caused by such defects in or failure of the goods. No defective goods shall be replaced without Buyer’s agreement. If goods are to be returned to Seller, transportation will be at Seller’s expense.
• Warranties – Seller expressly warrants that all goods (material or services) herein shall conform to all specifications, drawings, samples and descriptions furnished or adopted by Buyer and shall be of best quality and fit and sufficient for the purpose for which purchased, merchantable, of good material and workmanship, free of any liens and encumbrances, and free from all latent and patent defects. Buyer’s failure to give notice to Seller of any breach of warranty shall not discharge Seller’s liability therefor. Without limiting the generality of the foregoing, Seller agrees to supply Buyer with copies of operating manuals, drawings, schematics, diagrams and other information needed for proper maintenance and repair of applicable purchased goods on Buyer’s request therefore. These warranties shall run to the Buyer, its successors, assigns, customer and the users of its goods. Buyer’s normal acceptance, use, maintenance and repair of applicable purchased material after receipt from Seller shall not affect Seller’s warranties and representations stated above. Seller warrants that in fulfilling this Purchase Order the goods and/or equipment furnished under this Purchase Order will comply with all applicable laws, codes and regulations including, but not limited to, those promulgated by OSHA and EPA or any Federal, State and Local authorities. Seller shall indemnify, defend, release and hold harmless Buyer and Owner against all loss, penalties or damages resulting from any violations of this warranty.
• Waiver – The Buyer’s exercise of any option or its failure to exercise any rights hereunder shall not constitute a waiver of its rights to damages for breach of contract and shall not constitute a waiver of any subsequent failure, delay, or breach by the Seller. No waiver of a breach or any term or condition of this Purchase Order shall be deemed to constitute a waiver of any other breach of same or any other term or condition. 
• Confidential or Proprietary Information – Seller shall keep confidential any technical, process, or economic information received from drawings, specifications and other data furnished by Buyer in connection with this Purchase Order and shall not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Buyer’s prior written consent. Except as required for the efficient performance of this order, Seller shall not make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Buyer. If any reproduction is made with the prior consent, this notice shall be provided thereon. Upon completion or termination of this Purchase Order, Seller shall promptly return to Buyer all materials and any other copies thereof, except for one record copy, incorporating any such information. Any knowledge or information which the Seller shall have disclosed or may hereafter disclose to the Buyer, and which relates to the goods or services covered by this order and Buyer’s material Schedule , shall not, unless otherwise specifically agreed to in writing by the Buyer, be deemed to be confidential or proprietary information, and shall be acquired by Buyer, free from restriction (other than claim for patent infringement), as part of the consideration for this Purchase Order and Buyer’s Material Schedule.
• Patents – Except in the case of goods for which the Buyer furnishes complete specifications, Seller shall indemnify and hold harmless Buyer from all liabilities, damage and expense (including attorney’s fees) arising from any actual or alleged infringement of any patent, trademark or other proprietary right by reason of the sale or use of any goods furnished by Seller, but this paragraph shall not apply to infringement by the use thereof in combination with other goods or in the operation of any process, unless such combination or process is approved by Seller.
• Public Relations - Seller will not make any public statements with respect to the business, personnel or affairs of Buyer including the existence of this Purchase Order, nor use the name, trademark or likeness of Buyer without express prior written consent of an officer of Buyer.
• Network Security – Buyer has established that no electronic device may be connected, uploaded or exposed in any manner to Buyer’s networks or equipment without approval of Buyer Global Shared Services IT Department. The minimum standard required by Buyer, though not a guarantee of access are: (a) the computer system cannot be connected to Buyer’s network while connected to external network; (b) the computer system cannot be used to transfer files to any non-Buyer owned storage location without written approval from Buyer; (c) equipped with operational virus software with real time file scanning enabled with all file types scanned and virus definition updates applied within seven (7) days of release of antivirus software; (d) the computer operating system must be fully supported from the vendor; (e) software on the machine must be fully supported by the vendor producing application or operating system; (f) service packs must be installed within forty-five (45) days of release; (g) security releases and emergency updates for all software must be applied within seven (7) days of release; (h) non-server class machines cannot share data or provide peer to peer services; and (i) computers classified as servers are required to be on routine maintenance schedule and have physical control access.
• Force Majeure - Neither Buyer nor Seller shall be liable for failure to perform hereunder if such failure is due to any event beyond the reasonable control of the affected party, such as: acts of God; war; riot; civil commotion; insurrection; government orders, rules, regulations, suspensions or requisitions of any kind; or fire. In the event that Seller is unable to perform for reasons beyond its control, Seller must notify Buyer in writing within five (5) days of the occurrence producing the force majeure delay or forfeit its exclusion from liability under this Article. The notice must contain reasons for the delay and an estimate of the delay in shipment of the goods. After receipt of such notice, Buyer shall have the right either to accept Seller's delay in ability to perform or require Seller to initiate corrective actions to overcome the delay or terminate the order in accordance with Termination for Buyer’s Convenience above.
• Allocation – During the term of this Purchase Order, should Seller need to allocate Buyer on the goods due to Force Majeure, Buyer shall be allocated at an amount equal to the greater of the highest allocation percentage of any Buyer of Seller, or 1/12 of the estimated highest percentage stated on a monthly basis. Inventory in transit or in the US, including consignment, prior to the allocation shall not be part of the allocation.
• Assignment and Set-off – Seller shall not assign this Purchase Order or any part thereof without written consent of the Buyer. Such consent will not relieve Seller from its obligations and liabilities hereunder. All claims for money due or to become due from Buyer shall be subject to deduction or setoff by the Buyer by reason of any counterclaim arising out of this or any other transaction with the Seller.
• Termination for Buyer’s Convenience - At any time, Buyer may terminate for its convenience all or any separable part of this Purchase Order by giving written notice to Seller. On the date notice of such termination is received by Seller, Seller shall: discontinue all services so terminated, shall place no additional orders, and shall preserve and protect goods on hand purchased for or committed to this Purchase Order, services in progress, and completed services both in Seller's and Seller Personnel control pending Buyers written instructions, and shall dispose of same in accordance with Buyer's written instructions. Seller and Buyer shall promptly and mutually agree to a termination payment, if any. Such payment shall be based upon that portion of the services satisfactorily performed through the date of termination, including reimbursement for reasonable profit on such services, plus reasonable and necessary expenses resulting from the termination and as documented to Buyer's satisfaction, disposition of services and goods on hand, less amounts previously paid by Buyer. Seller shall not be entitled to any loss of prospective profits, contribution to overhead on terminated work or incidental, consequential or other damages because of such termination. Seller shall deliver or assign all goods with all applicable warranties or dispose of goods as directed in writing by Buyer prior to final payment.
• Termination Upon Default by Seller - Buyer may terminate this Purchase Order by written notice to Seller upon the occurrence of any of the following events: (i) Seller files for bankruptcy or an involuntary bankruptcy proceeding is commenced against Seller; or (ii) Seller makes a general assignment for the benefit of its creditors; or (iii) If any receiver is appointed for Seller's business; or (iv) Seller is in default of any provision or requirement of this Purchase Order. Termination by Buyer does not in any way prejudice any other rights or remedies which Buyer may have. Upon termination, Buyer may complete the performance of this Purchase Order by any reasonable means, and Seller shall be responsible for any additional costs incurred by Buyer in accomplishing this completion. Upon request by Buyer, Seller will deliver or assign to Buyer any services in progress at the time of termination. Buyer may retain any monies owed to Seller for work completed prior to termination of this Purchase Order to offset anticipated additional expenses incurred in completion of performance or other damages incurred by Buyer as a result of Seller's default. Buyer chooses to waive any default by Seller without relinquishing the right to enforce in the case of later defaults by Seller.
• Specifications - Anything that may be called for in the specifications and not shown on the drawings, or shown on the drawings and not called for in the specifications, shall be considered to be called for on both. In the event of any ambiguities, express conflicts, or discrepancies in this Purchase Order or the specifications, drawings, or other documents which are made a part of this Purchase Order, Seller shall immediately notify Buyer and shall comply with the written instructions of Buyer to resolve the matter. Any item required by any portion of this Purchase Order including, but not limited to, purchase description, specifications, drawings, timely delivery of goods and timely performance of services, is a material part of the required performance of Seller under this Purchase Order, even if such item is not required by other portions of this Purchase Order. If Buyer’s preprinted terms and conditions conflict with special or typewritten terms on the face of this Purchase Order, the special or typewritten terms shall govern. Trade custom, trade usage and past performance are superseded by this Purchase Order and shall not be used to interpret this Purchase Order. All shop drawings, patterns, tools (if such tools are useful only to produce the goods ordered), or other items made preparatory to production of any goods purchased under this Purchase Order are Buyer's property and upon demand shall be delivered to Buyer.
• Independent Contractor - Seller agrees that its employees shall not be deemed to be agents or employees of Buyer, and Seller accepts the exclusive liability for payroll and other taxes imposed upon the employer by law. Seller agrees upon request to furnish a certificate from its insurance carrier showing that it carrier workers’ compensation, public liability and property damage insurance coverage is acceptable to Buyer.
• Language - The original of this Purchase Order has been written in English and each party waives any right it may have to have this Purchase Order written in any other language. The parties represent that they have the ability to read and write in English, and have read and understand this Purchase Order. If this Purchase Order is translated into a language other than English, the English version and interpretation shall govern and prevail.
• Buyer Business Conduct Policy – Any seller, agent or contractor, to the extent it may pertain to its services, is required to read and comply with the Buyer's Business Conduct Policy.  The Buyer's Business Conduct Policy is available at our website.
• Entire Agreement – This Purchase Order, together with all documents attached and/or incorporated by reference, constitute the entire agreement between the parties, and all prior negotiations, proposals, and/or writings in any way related to this Purchase Order are superseded by this Purchase Order, unless otherwise stated on this Purchase Order. No modification or waiver shall be binding unless in writing, signed by a duly authorized representative of Buyer and confirmed by Seller. References herein to documents or other information from Seller are for identification only and form no part of this Purchase Order, and do not constitute acceptance of any term, condition, or instruction contained in such document. No terms and conditions stated in or attached to Seller's communications to Buyer, including, but not limited to, acknowledgments or invoices, are applicable to this Purchase Order in any way, and are not to be considered to be Seller's exceptions to the provisions of this Purchase Order.
• Governing Law and Jurisdiction - This Purchase Order, and any dispute arising hereunder, shall be made, governed by and construed in accordance with the law of the State of Texas and shall be subject to the jurisdiction of the federal and state courts located in the State of Texas, without giving effect to principles of conflicts of law rules that may direct the application of the law or jurisdiction of another jurisdiction and excluding application of the United Nations Convention on Contracts for the International Sale of Goods.
• Services/Work on Buyer’s Premises - In the event that the services contemplated with this Purchase Order are to be completed on Buyer’s premises, the additional terms and conditions of the following subsections shall apply.
• 27.1 On Site Medical Facilities – The treatment and care of injuries sustained by seller’s employees shall be and remain the responsibility of seller; however, buyer’s first aid facilities will be made available to seller’s employees in emergency cases that are the direct results of accidents occurring on buyer’s site during authorized work hours. Buyer shall incur no liability to seller for, and seller hereby agrees to defend and indemnify company against, any causes or action, claim, liability or cost, including attorney’s fees, for personal injury or aggravation, even when caused in part by negligence of company, arising in whole or part by negligence of buyer, arising in whole or in part out of the furnishing of such first aid facilities to seller’s employees or out of failure to furnish such facilities, unless caused by the sole negligence of buyer. Seller acknowledges that the intent of this provision is to obligate seller to indemnify company against any and all potential liabilities, however, they may arise, including indemnifying buyer against buyer’s own negligence, except only those liabilities that result from buyer’s sole negligence, to the extent necessary to effectuate the foregoing indemnity, seller specifically agrees to defend buyer against buyer’s or its employees’ negligence, unless the sole negligence of the buyer or its employees was the cause of the injury, and further agrees to waive any protection that would otherwise be afforded seller by any applicable worker’s compensation statute, rule or regulation.
•  27.2 Work on Buyer’S Premises - While Seller’s employees or subcontractors are on Buyer’s premises, Seller will maintain strict work discipline and conduct its work in compliance with all applicable governmental laws or regulations pertaining to occupational safety, health and the environment. Seller, its employees and subcontractors will also comply with Buyer’s security, safety and substance abuse procedures while on Buyer’s premises. Notwithstanding any other provisions to the contrary, while seller’s employee or subcontractor is on buyer’s premises, seller will defend, indemnify and hold buyer, its officers, agents, employees, subcontractors, affiliates and parents harmless from and against all claims, liability, loss, damage, cost and expense including, but not limited to, attorneys’ fees and other cost of defense attributable to bodily injury, sickness, disease, death or injury to an employee of seller or its subcontractors arising out of or resulting from this purchase order regardless of buyer’s fault or negligence. The intension of this provision is to indemnify buyer for its own negligence. This indemnity provision also includes, but is not limited to, derivative claims, whether for loss of consortium, comfort, companionship or services, and claims for medical or other expenses. This indemnity protection shall include all costs of litigation, including reasonable attorneys’ fees, and the payment of any damages, whether by way of judgment or settlement.
• 27.3 Indemnity. Seller agrees to defend, indemnify and hold harmless buyer, its officers, agents, employees, subcontractors, affiliates and parents from any and all claims, liability, loss, damage, cost and expense including, but not limited to, attorneys’ fees and other costs of defense for damage to property and for death, damage or injury to persons, whomsoever, in any manner caused by, arising from, incident to, connected with or growing out of the performance of this purchase order; including, but not limited to, damage to property and for death, damage or injury to officers, agents, employees, subcontractors or affiliates of service company, unless caused by buyer’s sole negligence. . If suit is brought against buyer, its officers, agents, employees, subcontractors, affiliates or parents to recover for any claim, liability, loss, damage, cost and expense including, but not limited to, attorneys’ fees and other costs of defense for damage to property and for death, damage or injury described in this purchase order, seller agrees to pay any judgment or award that may be recovered in such suit. This indemnity provision also includes, but is not limited to, derivative claims, whether for loss of consortium, comfort, companionship or services, and claims for medical or other expenses. This indemnity protection shall include all costs of litigation, including reasonable attorneys; fees, and the payment of any damages, whether by way of judgment or settlement.
• 27.4 Facilities Condition - Seller has relied on Buyer for disclosure of existing Buyer equipment and interface configurations and conditions. Subject to the accuracy of such disclosures, Seller shall have sole responsibility for satisfying itself concerning the nature and location of the Facilities, and failure to acquaint itself with applicable conditions (other than those disclosed by Buyer) will not relieve Seller’s responsibility for properly estimating the difficulties, time for or the cost of performing its obligations under this Purchase Order. Any Buyer provided investigation of the Facilities surface or subsurface conditions are for information only, and Buyer neither warrants nor guarantees their content.
• 27.5 Jobsite Requirements - Seller Work areas at the Facilities will be assigned by Buyer, and Seller personnel will confine operations to the areas so assigned. Seller’s personnel shall at all times, keep its work areas in a neat, clean and safe condition. Upon completion of this Purchase Order and acceptance by Buyer, Seller shall remove its equipment, plant and surplus materials; dispose of all rubbish; and return all Buyer owned equipment and materials to a designated area as determined by Buyer. Seller shall clean up Buyer's premises in a thorough and workmanlike manner to the satisfaction of the Buyer whenever necessary during the progress of the work and also whenever requested to do so by the Buyer. Others may be working at the Facilities during the performance of this Purchase Order. Seller personnel shall work on this Purchase Order in a manner to minimize interference with work of any other parties involved in work at the Facilities. Seller shall be responsible for all risk of loss or damage to work in progress and all equipment and material in its possession. Seller personnel shall conduct operations so as not to:
• Interfere with any utility, right-of-way, structure or other property without appropriate permits and advance written authorization of Buyer, and
• Enter upon lands in their natural state or damage or destroy vegetation or cultivated and planted areas, whether on or off the Facilities without the advance written authorization of Buyer.
• All costs for replacement, repair or restoration required by reason of Seller’s failure to protect all equipment, facilities and material described herein or for unauthorized obstruction of, damage to or use of property as described in (a) and (b) above shall be at Seller’s expense.
• 27.6 Insurance Requirements - Seller and its subcontractors shall comply with the insurance obligations as identified by Buyer and made a part hereof, and the insurance policies evidencing such coverages shall be incorporated in this Purchase Order through a written addendum prior to commencement of this Purchase Order. The parties hereto agree that collection by Buyer of amounts payable pursuant to such policies, if any, shall be the sole remedy of Buyer with respect to any claims, losses, or damages incurred by Buyer with respect to work under this Project Purchase Order or otherwise available at law or in equity. To the extent of any policies of insurance obtained, Seller and/or its subcontractors shall name Buyer and its employees as additional insureds on any policies of Comprehensive General Liability, Comprehensive Automobile Liability, Umbrella Liability and Single Limit coverages provided by Seller or its subcontractors by causing the following endorsement to be added to the policy:
• “Buyer, its officers, directors and employees shall be additional insureds under all liabilities policies (except employers liability), and all rights of subrogation under this contract are hereby waived by the insurer with respect to claims against them.”
• Seller shall give prompt notice to Buyer of all personal injuries, and of all losses of or damages to property arising out of Work under this Purchase Order for which a claim might be made against Buyer and shall promptly report to Buyer all such claims of which Seller has notice, whether relating to matters insured or uninsured. No settlement or payment of any claim for loss, injury or damage or other matter as to which Seller may be charged with obligation to make any payment or reimbursement shall be made by Seller without the written approval of Buyer, as the case may be. In order to reduce Buyer’s liability, Seller shall first seek recovery under any policies of insurance of Seller or its subcontractors which cover the loss, and any payment made or to be made by or on behalf of the insurers of Seller and/or its subcontractors, whether absolute or in the form of advances, loans or otherwise shall reduce Seller’s liability, except to the extent that Seller’s rights under such policies of insurance would be impaired. Seller shall not, however, waive any of its rights with respect to such insurance, which would increase Buyer’s liability for such losses.
• 27.7 Understanding of Seller - Seller under-stands the nature, location and scope of the work, the character of equipment and facilities needed preliminary to and during the prosecution of the work, the general and local conditions, and all other matters which can in any way affect the work, and is not relying on any representations or promises of Buyer except those contained in this Purchase Order. Seller understands that from time to time Buyer may require Seller to turn over to Buyer for acceptance, portions of the work when they are designated by the Seller as being completed.
• 27.8 Uncovering of Work – (a) If any portion of the work should be covered contrary to the request of the Buyer or to requirements specifically expressed in this Purchase Order, it must, if required in writing by the Buyer, be uncovered for Buyer's observation and shall be replaced at the Seller's expense. (b) If any other portion of the work has been covered which the Buyer has not specifically requested to observe prior to being covered, the Buyer may request to see such work and it shall be uncovered by the Seller. If such work be found in accordance with this Purchase Order, the cost of uncovering and replacement shall be paid by Buyer. If such work be found not in accordance with this Purchase Order, the Seller shall pay such costs unless it be found that this condition was caused by the Buyer or by another Seller of Buyer. In which event the Buyer shall be responsible for the payment of such costs.  
•  27.9 Correction of Work - (a) The Seller shall promptly correct all work rejected by the Buyer as defective or as failing to conform to this Purchase Order's documents whether observed before or after substantial completion and whether or not fabricated, installed or completed. The Seller shall bear all costs of correcting such rejected work. (b) If, within one (1) year after the date of completion of the work or designated portion thereof or within one year after acceptance by the Buyer of designated equipment or within such longer period of time as may be prescribed by law or by the terms of any applicable special warranty required by the Purchase Order, any of the work is found to be defective or not in accordance with the Purchase Order, the Seller shall correct it promptly after receipt of a written notice from the Buyer to do so unless the Buyer has previously given the Seller a written acceptance of such condition. This obligation shall survive termination of the Purchase Order. The Buyer shall give such notice promptly after discovery of the condition. (c) the Seller shall remove from the site all portions of the work which are defective or non_conforming unless removal is waived by the Buyer. (d) if the Seller fails to correct defective or non_conforming work, the Buyer may correct it. (e) if the Seller does not proceed with the correction of such defective or non_conforming work within a reasonable time fixed by written notice from the Buyer, the Buyer may remove it and may store the materials or equipment at the expense of the Seller. If the Seller does not pay the cost of such removal and storage within ten days thereafter, the company may upon ten (10) additional days' written notice sell such work at auction or at private sale and shall account for the net proceeds thereof, deducting all the costs that should have been borne by the Seller. If such proceeds of sale do not cover all costs which the Seller should have borne, the difference shall be charged to the Seller. If the payments then or thereafter due the Seller are not sufficient to cover such amount, the Seller shall pay the difference to the Buyer. (f) the Seller shall bear the cost of making good all work of the Buyer.
•  27.10 Protection of Work and Property - Seller shall protect all materials, equipment, and completed and partially com-pleted work from loss and damage, including theft and damage by weather and, if necessary, shall provide suitable housing therefor, and shall correct any damage or disfigurement to contiguous work or property resulting from the work.