in the case of a battery exchange and within [***]
days of receipt by Tesla of a core in the case of a repair
4.2 For Other Refurbished Parts: By next business day following Tesla's receipt
of an order.
4.3 The time requirements set forth in 4.1 and 4.2 above shall apply for [***]
years after the end of production of the vehicle, consistent with Tesla's
maximum warranty period to Toyota. Thereafter, the Parties shall negotiate in
good faith the applicable turnaround times for refurbished parts. The Parties
recognize that for Tesla to deliver a refurbished powertrain battery, Toyota
will need to provide Tesla with sufficient information regarding battery
condition in advance of the requested exchange.
5. TOYOTA SHALL REQUIRE ITS DEALERS TO RETURN PARTS TO TESLA FOR REFURBISHMENT
(I.E., DELIVERY TO THE CARRIER) WITHIN TEN (10) DAYS OF SUCH DEALER'S RECEIPT OF
THE REFURBISHED PART.
[***] Information has been omitted and filed separately with the Securities and
Exchange Commission. Confidential Treatment has been requested with respect to
the omitted portions.
45
Confidential Treatment Requested by Tesla Motors, Inc.
6. TESLA WILL PROVIDE ALL NECESSARY AND APPROPRIATE DIAGNOSTIC AND OTHER
INFORMATION TO TOYOTA SUFFICIENT TO ALLOW TOYOTA TO TRAIN DEALERSHIP TECHNICIANS
TO RELIABLY DIAGNOSE WARRANTY ISSUES WITH THE PRODUCT IN ACCORDANCE WITH THE
WARRANTY DIAGNOSIS PROCEDURES OUTLINED IN SECTION 3.4 OF EXHIBIT K. THE
DETERMINATION OF WARRANTY REPAIR OR REPLACEMENT OF PARTS INCLUDED IN THE
REFURBISHMENT PROGRAM SHALL BE ELEVATED FROM THE DEALERSHIP LEVEL TO APPROPRIATE
TOYOTA PERSONNEL FOR REVIEW AND CONFIRMATION. FOR WARRANTY REPAIR AND
REPLACEMENT OF POWERTRAIN BATTERY, TESLA SUBJECT MATTER EXPERTS WILL BE
CONSULTED.
7. UNLESS OTHERWISE AGREED TO, TESLA WILL ENSURE THAT THE QUALITY, PERFORMANCE,
AND SERVICE LIFE OF REFURBISHED PRODUCTS MEET THE SAME SPECIFICATIONS AND
TECHNICAL STANDARDS AS SERVICE PARTS, EXCEPT FOR THE POWERTRAIN BATTERY SERVICE
PART. THE REFURBISHED POWERTRAIN BATTERY SERVICE PART SHALL BE IN A CONDITION
(IN TERMS OF THE MWH THROUGHPUT OR KWH CAPACITY) EQUAL TO OR GREATER THAN THE
EXCHANGED BATTERY (WITHOUT TAKING INTO ACCOUNT THE DEFECTIVE CONDITION OF THE
EXCHANGED BATTERY). THE PARTIES RECOGNIZE THAT FOR TESLA TO DELIVER SUCH A
REFURBISHED POWERTRAIN BATTERY SERVICE PART, TOYOTA WILL NEED TO PROVIDE TESLA
WITH THE INFORMATION REGARDING BATTERY CONDITION AGREED TO BY TOYOTA AND TESLA
AS CONTEMPLATED IN SECTION 3.4 OF EXHIBIT K IN ADVANCE OF THE REQUESTED
EXCHANGE; AND SUFFICIENT INFORMATION REGARDING BATTERY CONDITION. TESLA WILL
PROVIDE INFORMATION REGARDING THE SPECIFICATIONS AND TECHNICAL STANDARDS FOR
EACH REFURBISHED POWERTRAIN BATTERY SERVICE PART WITH RESPECT TO MWH THROUGHPUT
AND CAPACITY. TESLA WILL PROVIDE TOYOTA WITH BASIC INFORMATION REGARDING HOW
EACH SERVICE PART ARE REFURBISHED AND VERIFIED.
8. TOYOTA RESERVES THE RIGHT TO AUDIT THE REFURBISHMENT PROCESS UPON REASONABLE
NOTICE, TO ENSURE THAT TOYOTA QUALITY IS MET OR EXCEEDED.
9. TRANSFER OF OWNERSHIP FOR REFURBISHED PRODUCTS OCCURS WHEN TESLA DELIVERS
REFURBISHED PRODUCTS TO TOYOTA'S FREIGHT CARRIER ALONG WITH THE APPROPRIATE BILL
OF LADING. FOR SERVICE PARTS, TOYOTA IS SOLELY RESPONSIBLE FOR FREIGHT COSTS.
FREIGHT COSTS FOR WARRANTY PARTS SHALL BE ALLOCATED AS