Serial Failure Sample Clauses

Serial Failure. If at any time during the General Warranty Period, there are malfunctions from a defect or deficiency of, or breach of the General Warranty or Design Warranty with respect to, ten percent (10%) or more of the total of the same component of the Project Equipment or of any work performed by or on behalf of Seller (a “Serial Failure”), Seller shall, as soon as practicable, investigate the cause of the malfunctions and the affected components and whether or not such malfunctions constitute a Serial Failure, it being understood that Seller must prove to Purchaser’s reasonable satisfaction that such malfunctions do not constitute a Serial Failure. In the event of a Serial Failure, Seller shall perform or cause to be performed a root cause analysis with respect to such Serial Failure and, as soon as practicable, but in any event no later than twenty-one (21) days after the occurrence of the Serial Failure, provide to Purchaser in writing, for Purchaser’s Written Approval the proposed solution including the planned method for redesign and/or repair and retrofit of the component for which the Serial Failure shall have occurred and the related work. Purchaser and Seller shall negotiate in good faith with a view to reaching an agreed solution for the Serial Failure. If Purchaser and Seller do not agree as to the occurrence of a Serial Failure or the appropriate proposed solution for a Serial Failure within forty-five (45) days after the occurrence of the event giving rise to the Serial Failure, each of Seller and Purchaser shall have the right to refer the matter for dispute resolution pursuant to Section 15.9. Promptly following the determination of the existence of, and a solution for, a Serial Failure, Seller shall redesign and retrofit the component or work in question for all of the Project Equipment that have substantially the same defect in design, material or workmanship, regardless of whether that particular component or work has yet to fail as a result of such defect. During the redesign and retrofit process required under this Section 8.5, Seller shall address the cause, and not just the effect, of such Serial Failure. Upon the completion of the redesign, but prior to the retrofitting required by this Section 8.5, Seller shall request the written approval of Purchaser, which shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, it is expressly agreed that the provisions of this Section 8.5 shall not change, affect or reduc...