Common use of Repair of Nonconforming Work Clause in Contracts

Repair of Nonconforming Work. (a) If the Work or the ESS are found to contain Defects, or Contractor is otherwise in breach of any of the warranties set forth in Section 12.1 within the Warranty Period, Contractor shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given notice thereof. Company shall provide Contractor with reasonable access to the ESS in order to perform its obligation under this Article and the Parties shall schedule such corrections or replacements as necessary so as to minimize disruptions to the operation of the ESS. Contractor shall bear all costs and expenses associated with correcting any Defect or breach of Warranty, including necessary disassembly, transportation, reassembly and retesting, as well as reworking, repair or replacement of such Work, disassembly and reassembly of piping, ducts, machinery, Equipment or other Work as necessary to give access to improper, defective or non-conforming Work and correction, removal or repair of any damage to other work or property that arises from the Defect. If Contractor is obligated to repair, replace or renew any Equipment, item or portion of the Work hereunder, Contractor will undertake a technical analysis of the problem and correct the “root cause” unless Contractor can demonstrate to Company’s satisfaction that there is not a risk of the reoccurrence of such problem. Contractor’s obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or duty of any Vendor or Subcontractor to Contractor or Company concerning any Defect or breach of Warranty. (b) If Contractor fails to complete or commence with due diligence to complete the correction of any Defect or cure of any breach of Warranty as required herein within [*****] after receipt of written request from Company to perform such obligations, then Company may correct or cause to be corrected such Defect or cure such breach of Warranty and Contractor shall be liable for all reasonable costs, charges, and expenses incurred by Company in connection therewith (including reasonable and necessary consultants’ fees), and Contractor shall, within [*****] after request therefore, pay to Company an amount equal to such costs, charges, and expenses. Any such request by Company shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due shall accrue interest at the Reference Rate (established as of the first day of the month in which payment is due) from the date due until paid. Company and Contractor agree to treat (and shall cause each of their respective Affiliates to treat) any payment made pursuant to this Section 12.3(b) as an adjustment to the Contract Price. (c) If, during the Warranty Period, Contractor shall change, repair or replace any Major Equipment item or component, Company, in its reasonable discretion, may require Contractor to assist Company in conducting any test required by Company with respect to the affected Equipment and will require Contractor to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the system’s interconnection agreement; provided, however, in connection with any performance of a test pursuant to this Section 12.3(c), appropriate allowance with respect to the performance of such Equipment shall be made for the fact that such Equipment may have operated prior thereto. If after running such test pursuant to this Section 12.3(c), the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation results from the Warranty Work performed in accordance with this Article XII, then Contractor shall repair, correct or replace such affected Equipment and assist the Company in re-running such test until the results no longer indicate a degradation in the performance of the Project resulting from the Warranty Work performed in accordance with this Article XII.

Repair of Nonconforming Work. (a) If 12.2.1 If, during the given Warranty Period for any warranty provided hereunder, the Work or the ESS are Plant is found to contain Defects, Defects or Contractor is otherwise in breach of any of the warranties set forth in Section 12.1 within the Warranty Period12.1, Warranties, as applicable, Contractor shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given notice thereof. Company FPL shall provide Contractor with reasonable access to the ESS Plant in order to perform its obligation under this Article and the Parties shall schedule such corrections or replacements as necessary so as to minimize disruptions to the operation of the ESSPlant. Contractor shall bear all costs and expenses associated with correcting any Defect or breach of Warrantywarranty, including including, without limitation, necessary disassembly, transportation, reassembly and retesting, as well as reworking, repair or replacement of such Work, disassembly and reassembly of piping, ducts, machinery, Equipment or other Work as necessary to give access to improper, defective or non-conforming Work and correction, removal or repair of any damage to other work or property that arises from the DefectDefect or breach of warranty. If Contractor is obligated to repair, replace or renew any Equipment, item or portion of the Work hereunder, Contractor will undertake a technical analysis of the problem and correct the “root cause” unless Contractor can demonstrate to CompanyFPL’s reasonable satisfaction that there is not a risk of the reoccurrence of such problem. Contractor’s obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or duty of any Vendor or Subcontractor to Contractor or Company FPL concerning any Defect or breach of Warrantywarranty. No such correction or cure, as the case may be, shall be considered complete until FPL shall have reviewed and accepted such remedial Work. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) 12.2.2 If Contractor fails to complete or commence with due diligence to complete the correction of any Defect or cure of any breach of Warranty warranty as required herein within [*****] five (5) days after receipt of written request notice from Company FPL to perform such obligationsobligations or thereafter fails to diligently continue to complete such corrections or cure, then Company FPL may correct (or cause to be corrected corrected) such Defect or cure (or cause to be cured) such breach of Warranty warranty and Contractor shall be liable for all reasonable costs, charges, and expenses incurred by Company FPL in connection therewith (including reasonable attorneys’ and necessary other consultants’ fees), and Contractor shall, within [*****] fifteen (15) days after request thereforetherefor, pay to Company FPL an amount equal to such costs, charges, and expenses. Any such request by Company FPL shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due Such correction of a Defect or cure of a breach of warranty by FPL (or caused by FPL) shall accrue interest at be deemed performed by Contractor and the Reference Rate (established as of the first day of the month Warranty Period applicable thereto for such corrected or cured Work shall be extended in which payment is due) from the date due until paid. Company and Contractor agree to treat (and shall cause each of their respective Affiliates to treat) any payment made pursuant to this accordance with Section 12.3(b) as an adjustment to the Contract Price12.1.4. (c) 12.2.3 If, during the a given Warranty Period, Contractor shall change, repair or replace any Major Equipment item or component, CompanyFPL, in its reasonable discretion, may require Contractor to assist Company in conducting conduct and satisfactorily complete any test required by Company FPL with respect to the affected Equipment and will require Contractor to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the system’s interconnection agreementEquipment; provided, however, in connection with any performance of a test pursuant to this Section 12.3(c)12.2.3, appropriate allowance with respect to the performance of such Equipment shall be made for the fact that such Equipment may have operated prior thereto. If after running such test pursuant to this Section 12.3(c)Section, the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation (as measured against the test results from used to satisfy the Warranty Work performed in accordance with this Article XIIrequirements of Section 12.1.3) or the Project fails to satisfy any other Test, then Contractor shall repair, correct or replace such affected Equipment and assist the Company in re-running run such test until the results no longer indicate Project performs at a degradation in level consistent with the performance of the Project resulting from immediately prior to the Warranty Work performed in accordance with this Article XIIchange, repair or replacement of such Equipment.

Repair of Nonconforming Work. (a) If the Work or the ESS are is found to contain Defects, or Contractor is otherwise in breach of any of the warranties set forth in Section 12.1 12.01 within the Warranty Period, Contractor shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given notice thereof. Company In no event shall provide Contractor with reasonable access to the ESS in order to perform its obligation Contractor’s obligations under this Article Section 12.02 extend beyond thirty-six (36) months after Mechanical Completion. Except for labor provided by Owner, which is available and capable of correcting a Defect, which shall require the Parties shall schedule such corrections lesser of ***** man-hours or replacements as necessary so as to minimize disruptions to the operation of the ESS. cost less than $***** in labor, Contractor shall bear all costs and expenses associated with correcting any Defect or breach of Warrantywarranty, including including, without limitation, necessary disassembly, transportation, reassembly and retesting, as well as reworking, repair or replacement of such Work, and disassembly and reassembly of piping, ducts, machinery, Equipment or other Work as necessary to give access to improper, defective or non-conforming Work and correction, removal or repair of any damage to other work or property that arises from the Defect. If Contractor is obligated to repair, replace or renew any Equipment, item or portion of the Work hereunder, Contractor will undertake a technical analysis of the problem and correct the “root cause” unless Contractor can demonstrate to Company’s satisfaction that there is not a risk of the reoccurrence of such problemWork. Contractor’s obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or duty of any Vendor or Subcontractor to Contractor or Company Owner concerning any Defect or breach of Warranty. (b) warranty. If Contractor fails to complete or commence undertake with due diligence to complete the correction of any Defect or cure of any breach of Warranty warranty as required herein within [*****] twenty (20) days after receipt of written request from Company by Owner to perform such obligations, then Company Owner, upon three (3) Business Days’ advance notice to Contractor, may correct or cause to be corrected such Defect or cure such breach of Warranty warranty and Contractor shall be liable for all reasonable costs, charges, and expenses incurred by Company Owner in connection therewith (including reasonable and necessary consultants’ fees)therewith, and Contractor shall, shall within [*****] thirty (30) days after request therefore, therefor pay to Company Owner an amount equal to such costs, charges, and expenses. Any such request by Company Owner shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due shall accrue interest at the Reference Rate (established as of the first day of the month in which payment is due) from the date due until paid. Company and Contractor agree to treat (and shall cause each of their respective Affiliates to treat) any payment made pursuant to this Section 12.3(b) as an adjustment to the Contract Price. (c) If, during the Warranty Period, Contractor shall change, repair or replace any Major Equipment item or component, Company, in its reasonable discretion, may require Contractor to assist Company in conducting any test required by Company with respect to the affected Equipment and will require Contractor to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the system’s interconnection agreement; provided, however, in connection with any performance of a test pursuant to this Section 12.3(c), appropriate allowance with respect to the performance of such Equipment shall be made for the fact that such Equipment may have operated prior thereto. If after running such test pursuant to this Section 12.3(c), the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation results from the Warranty Work performed in accordance with this Article XII, then Contractor shall repair, correct or replace such affected Equipment and assist the Company in re-running such test until the results no longer indicate a degradation in the performance of the Project resulting from the Warranty Work performed in accordance with this Article XII.

Repair of Nonconforming Work. (a) If the Work or the ESS are is found to contain Defects, or Contractor is otherwise in breach of any of the warranties set forth in Section 12.1 within the Warranty Period, Contractor shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given written notice thereof. Company Owner shall provide Contractor with reasonable access to the ESS Plant in order to perform its obligation under this Article and the Parties shall schedule such corrections or replacements as necessary so as to minimize disruptions to the operation of the ESSPlant. Contractor shall bear all costs and expenses associated with correcting any Defect or breach of Warrantywarranty, including including, without limitation, necessary disassembly, transportation, reassembly and retesting, as well as reworking, repair or replacement of such Work, disassembly and reassembly of piping, ducts, machinery, Equipment or other Work as necessary to give access to improper, defective or non-conforming Work and correction, removal or repair of any damage to other work or property that arises from the Defect. If Contractor is obligated to repair, replace or renew any Equipment, item or portion of the Work hereunder, Contractor will undertake a technical analysis of the problem and correct the “root cause” unless Contractor can demonstrate to CompanyOwner’s satisfaction that there is not a risk of the reoccurrence of such problem. Contractor’s obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or duty of any Vendor or Subcontractor to Contractor or Company Owner concerning any Defect or breach of Warrantywarranty. No such correction or cure, as the case may be, shall be considered complete until Owner shall have reviewed and approved such remedial work. (b) If Contractor fails to complete or commence undertake with due diligence to complete the correction of any Defect or cure of any breach of Warranty warranty as required herein within [*****] twenty (20) days after receipt of written request from Company by Owner to perform such obligations, then Company Owner may correct or cause to be corrected such Defect or cure such breach of Warranty warranty and Contractor shall be liable for all reasonable costs, charges, and expenses incurred by Company Owner in connection therewith (including reasonable and necessary consultants’ fees)therewith, and Contractor shall, within [*****] fifteen (15) days after request thereforetherefor, pay to Company Owner an amount equal to such costs, charges, and expenses. Any such request by Company Owner shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due shall accrue interest at the Reference Rate (established as of the first day of the month in which payment is due) from the date due until paid. Company and Contractor agree to treat (and shall cause each of their respective Affiliates to treat) any payment made pursuant to this Section 12.3(b) as an adjustment to the Contract Price. (c) If, during the Warranty Period, Contractor shall change, repair or replace any Major Equipment item or component, Company, in its reasonable discretion, may require Contractor to assist Company in conducting any test required by Company with respect to the affected Equipment and will require Contractor to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the system’s interconnection agreement; provided, however, in connection with any performance of a test pursuant to this Section 12.3(c), appropriate allowance with respect to the performance of such Equipment shall be made for the fact that such Equipment may have operated prior thereto. If after running such test pursuant to this Section 12.3(c), the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation results from the Warranty Work performed in accordance with this Article XII, then Contractor shall repair, correct or replace such affected Equipment and assist the Company in re-running such test until the results no longer indicate a degradation in the performance of the Project resulting from the Warranty Work performed in accordance with this Article XII.

Repair of Nonconforming Work. (a) If the Work or the ESS are Plant is found to contain Defectsdefects, or Contractor is otherwise in breach of any of the warranties set forth in Section 12.1 12.01 within the Warranty Period, or Contractor is otherwise in breach of any of the warranties set forth in Section 12.01, Contractor shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given notice thereof. Company shall provide Contractor with reasonable access to the ESS in order to perform its obligation under this Article and the Parties shall schedule such corrections or replacements as necessary so as to minimize disruptions to the operation of the ESS. Contractor shall bear all costs and expenses associated with correcting any Defect or breach of Warrantywarranty, including including, without limitation, necessary disassembly, transportation, reassembly and retesting, as well as reworking, repair or replacement of such Work, and disassembly and reassembly of piping, ducts, machinery, Equipment or other Work as necessary to give access to improper, defective or non-conforming Work and correction, removal or repair of any damage to other work or property that arises from the DefectWork. If Contractor is obligated to repair, replace or renew any Equipment, item or portion of the Work hereunder, Contractor will undertake a technical analysis of the problem and correct the “root cause” unless Contractor can demonstrate to Company’s Owner's satisfaction that there is not a risk of the reoccurrence of such problem, Contractor will undertake a technical analysis of the problem and correct the "root cause". Contractor’s 's obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or duty of any Vendor or Subcontractor to Contractor or Company Owner concerning any Defect or breach of Warranty. (b) warranty. If Contractor fails to complete or commence undertake with due diligence to complete the correction of any Defect or cure of any breach of Warranty warranty as required herein within [*****] twenty (20) days after receipt of written request from Company by Owner to perform such obligations, then Company Owner may correct or cause to be corrected such Defect or cure such breach of Warranty warranty and Contractor shall be liable for all reasonable costs, charges, and expenses incurred by Company Owner in connection therewith (including reasonable and necessary consultants’ fees)therewith, and Contractor shall, shall within [*****] fifteen (15) days after request therefore, therefor pay to Company Owner an amount equal to such costs, charges, and expenses. Any such request by Company Owner shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due shall accrue interest at the Reference Rate (established as of the first day of the month in which payment is due) from the date due until paid. Company and Contractor agree to treat (and shall cause each of their respective Affiliates to treat) any payment made pursuant to this Section 12.3(b) as an adjustment to the Contract Price. (c) If, during the Warranty Period, Contractor shall change, repair or replace any Major Equipment item or component, Company, in its reasonable discretion, may require Contractor to assist Company in conducting any test required by Company with respect to the affected Equipment and will require Contractor to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the system’s interconnection agreement; provided, however, in connection with any performance of a test pursuant to this Section 12.3(c), appropriate allowance with respect to the performance of such Equipment shall be made for the fact that such Equipment may have operated prior thereto. If after running such test pursuant to this Section 12.3(c), the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation results from the Warranty Work performed in accordance with this Article XII, then Contractor shall repair, correct or replace such affected Equipment and assist the Company in re-running such test until the results no longer indicate a degradation in the performance of the Project resulting from the Warranty Work performed in accordance with this Article XII.

Repair of Nonconforming Work. (a) If the Work or the ESS are is found to contain Defects, or Contractor is otherwise in breach of any of the warranties set forth in Section 12.1 12.01 within the Warranty Period, Contractor shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given notice thereof. Company In no event shall provide Contractor with reasonable access to the ESS in order to perform its obligation Contractor’s obligations under this Article Section 12.02 extend beyond thirty-six (36) months after Mechanical Completion. Except for labor provided by Owner, which is available and capable of correcting a Defect, which shall require the Parties shall schedule such corrections lesser of “*****” man-hours or replacements as necessary so as to minimize disruptions to the operation of the ESS. cost less than $“*****” in labor, Contractor shall bear all costs and expenses associated with correcting any Defect or breach of Warrantywarranty, including including, without limitation, necessary disassembly, transportation, reassembly and retesting, as well as reworking, repair or replacement of such Work, and disassembly and reassembly of piping, ducts, machinery, Equipment or other Work as necessary to give access to improper, defective or non-conforming Work and correction, removal or repair of any damage to other work or property that arises from the Defect. If Contractor is obligated to repair, replace or renew any Equipment, item or portion of the Work hereunder, Contractor will undertake a technical analysis of the problem and correct the “root cause” unless Contractor can demonstrate to Company’s satisfaction that there is not a risk of the reoccurrence of such problemWork. Contractor’s obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or duty of any Vendor or Subcontractor to Contractor or Company Owner concerning any Defect or breach of Warranty. (b) warranty. If Contractor fails to complete or commence undertake with due diligence to complete the correction of any Defect or cure of any breach of Warranty warranty as required herein within [*****] twenty (20) days after receipt of written request from Company by Owner to perform such obligations, then Company Owner, upon three (3) Business Days’ advance notice to Contractor, may correct or cause to be corrected such Defect or cure such breach of Warranty warranty and Contractor shall be liable for all reasonable costs, charges, and expenses incurred by Company Owner in connection therewith (including reasonable and necessary consultants’ fees)therewith, and Contractor shall, shall within [*****] thirty (30) days after request therefore, therefor pay to Company Owner an amount equal to such costs, charges, and expenses. Any such request by Company Owner shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due shall accrue interest at the Reference Rate (established as of the first day of the month in which payment is due) from the date due until paid. Company At Owner’s request, Contractor will take, and Contractor agree require its Subcontractors to treat (take, all reasonable efforts to plan, sequence and shall cause each of their respective Affiliates to treat) coordinate the Work and any payment made pursuant to this Section 12.3(b) as an adjustment to the Contract Price. (c) If, work performed during the Warranty Period, Contractor shall change, repair or replace Period so as to minimize any Major Equipment item or component, Company, in its reasonable discretion, may require Contractor to assist Company in conducting any test required by Company with respect disruptions to the affected Equipment and will require Contractor Facility’s commercial operations, subject however to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the systemContractor’s interconnection agreement; provided, however, in connection with any performance of a test pursuant to schedule requirements under this Section 12.3(c), appropriate allowance with respect to the performance of such Equipment shall be made for the fact that such Equipment may have operated prior thereto. If after running such test pursuant to this Section 12.3(c), the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation results from the Warranty Work performed in accordance with this Article XII, then Contractor shall repair, correct or replace such affected Equipment and assist the Company in re-running such test until the results no longer indicate a degradation in the performance of the Project resulting from the Warranty Work performed in accordance with this Article XIIAgreement.

Repair of Nonconforming Work. (a) If 2.1 If, during the Work or given Warranty Period for any warranty provided hereunder, the ESS Products are found to contain Defects, Defects or Contractor SunPower is otherwise in breach of any of the warranties set forth in Section 12.1 within the Warranty Period1 of this Schedule 3, Contractor as applicable, SunPower shall at its sole cost and expense and without reimbursement hereunder, correct, repair or replace such Defect or otherwise cure such breach as promptly as practicable upon being given notice thereof. Company The applicable Purchasing Entity shall provide Contractor SunPower with reasonable access to the ESS Products in order to perform its obligation under this Article hereunder and SunPower and the Parties applicable Purchasing Entity shall schedule such corrections or replacements as necessary so as to minimize disruptions to the operation of the ESSapplicable Purchasing Entity. Contractor SunPower shall bear all costs and expenses associated with correcting any Defect or breach of Warrantywarranty, including including, without limitation, necessary disassembly, transportation, disposal (including disposal of defective Products), reassembly and retesting, as well as reworking, repair or replacement of such WorkProducts, disassembly and reassembly of piping, ducts, machinery, Equipment or other Work Products as necessary to give access to improper, defective or non-conforming Work Products and correction, removal or repair of any damage to other work or property that arises from the DefectDefect or breach of warranty. If Contractor SunPower is obligated to repair, replace or renew any EquipmentProducts, or any item or portion of the Work Products hereunder, Contractor SunPower will undertake a technical analysis of the problem and correct the “root cause” unless Contractor SunPower can demonstrate to Companythe applicable Purchasing Entity’s reasonable satisfaction that there is not a risk of the reoccurrence of such problem. ContractorSunPower’s obligations under this Section 12.3 shall not be impaired or otherwise adversely affected by any actual or possible legal obligation or *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. duty of any Vendor vendor or Subcontractor subcontractor to Contractor SunPower or Company the applicable Purchasing Entity concerning any Defect or breach of Warrantywarranty. No such correction or cure, as the case may be, shall be considered complete until the applicable Purchasing Entity has reviewed and accepted such Product repair or replacement. (b) 2.2 If Contractor SunPower fails to complete or commence with due diligence to complete the correction of any Defect or cure of any breach of Warranty warranty as required herein within [*****] five (5) days after receipt of written request notice from Company the applicable FPL Group or the applicable Purchasing Entity to perform such obligationsobligations or thereafter fails to diligently continue to complete such corrections or cure, then Company the FPL Group or the applicable Purchasing Entity may correct (or cause to be corrected corrected) such Defect or cure (or cause to be cured) such breach of Warranty warranty and Contractor Sunpower shall be liable for all reasonable costs, charges, and expenses incurred by Company FPL Group or the applicable Purchasing Entity in connection therewith (including reasonable attorneys’ and necessary other consultants’ fees), and Contractor SunPower shall, within [*****] fifteen (15) days after request thereforetherefor, pay to Company FPL Group or the applicable Purchasing Entity an amount equal to such costs, charges, and expenses. Any such request by Company FPL Group or the applicable Purchasing Entity shall be accompanied by proper documentation evidencing such costs, charges and expenses. Any amounts not paid when due Such correction of a Defect or cure of a breach of warranty by FPL Group or the applicable Purchasing Entity (or caused by FPL Group or the applicable Purchasing Entity) shall accrue interest at be deemed performed by SunPower and the Reference Rate (established as Warranty Period applicable thereto for such repaired or replaced Products shall be extended in accordance with Section 1.4 of the first day of the month in which payment is due) from the date due until paid. Company and Contractor agree to treat (and shall cause each of their respective Affiliates to treat) any payment made pursuant to this Section 12.3(b) as an adjustment to the Contract PriceSchedule 3. (c) 2.3 If, during the a given Warranty Period, Contractor SunPower shall change, repair or replace any Major Equipment item Product or component, Companythe applicable Purchasing Entity, in its reasonable discretion, may require Contractor SunPower to assist Company in conducting conduct and satisfactorily complete any test required by Company the applicable Purchasing Entity with respect to the affected Equipment and will require Contractor to provide technical data for review by Company, for the Company to confirm that any repair or replacement shall not impact the terms of the system’s interconnection agreementProducts; provided, however, in connection with any performance of a test pursuant to this Section 12.3(c)2.3, appropriate allowance with respect to the performance of such Equipment Products shall be made for the fact that such Equipment Products may have operated prior thereto. If after running such test pursuant to this Section 12.3(c)Section, the results indicate Contractor has not fulfilled any of its Warranty obligations and there is a degradation in the performance of the Project and such degradation Products (as measured against the test results from used to satisfy the Warranty Work performed in accordance with this Article XIIrequirements of Section 1.3), then Contractor SunPower shall repair, correct or replace such affected Equipment Products and assist the Company in re-running run such test until the results no longer indicate Products perform at a degradation in level consistent with the performance of the Project resulting from Products immediately prior to the Warranty Work performed in accordance with this Article XIIchange, repair or replacement of such Products.