Common use of Performance Tests Clause in Contracts

Performance Tests. Seller shall conduct in accordance with Appendix F (Performance Tests) (a) the Liquefaction Train Performance Tests for an individual Liquefaction Train only after such Liquefaction Train has achieved Ready for Test and (b) the Liquefaction Train System Performance Tests only after the Liquefaction Train System has achieved Ready for Test. Seller shall conduct the Performance Tests for each of the Liquefaction Trains, individually, and the Liquefaction Train System, in its entirety, with all of the Liquefaction Trains operating simultaneously, under the conditions and in strict accordance with the requirements set forth in Appendix F (Performance Tests). If (A) the Liquefaction Train Performance Tests of an individual Liquefaction Train demonstrate that the Liquefaction Train Performance Guarantees for such Liquefaction Train System have been achieved or (B) the Liquefaction Train System Performance Tests demonstrate that the Liquefaction Train System Performance Guarantees have been achieved, then Seller shall provide Buyer with written notice of such occurrence and shall provide Buyer with a test report, together with supporting documentation, demonstrating the achievement of the applicable Performance Guarantees within ten (10) Days of the date of the completion of such Performance Tests and upon receipt of such documentation Buyer shall, within ten (10) Days, either (A) confirm in writing to Seller the successful completion of the Liquefaction Train Performance Tests or the Liquefaction Train System Performance Tests or (B) provide written notice to Seller of why Buyer disagrees that the Liquefaction Train Performance Guarantees or the Liquefaction Train System Performance Guarantees have been achieved. If any Performance Test indicates that an individual Liquefaction Train or the Liquefaction Train System fails to achieve any Performance Guarantee for reasons attributable to Seller, its Affiliates or Subcontractors, then Seller shall, at its own cost and expense, take appropriate corrective action and Seller shall thereafter reperform the Performance Test. Seller’s obligation to meet the Liquefaction Train Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee is met and Seller has paid all payable liquidated damages for the Liquefaction Train Performance Guarantees that are not met. Seller’s obligation to meet the Liquefaction Train System Performance Guarantees under this Clause 25 shall be satisfied when (i) all the Liquefaction Train System Performance Tests have been completed, and (ii) either (1) such tests demonstrate that all Liquefaction Train System Performance Guarantees are met or (2) such tests demonstrate that the Liquefaction Train Power Demand Minimum Performance Guarantee and the Refrigerant Losses Performance Guarantee are met and Seller has paid all payable liquidated damages for the Liquefaction Train System Performance Guarantees that are not met. At all times during start-up, testing and commissioning of the Liquefaction Train System, Owner may, at no expense to Seller, arrange for the disposition of the Facility’s LNG. Owner shall have all right, title and interest to all LNG produced by the Facility and all of the proceeds from the sale thereof.