Tesla 2014 Annual Report Download - page 143
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Confidential Treatment Requested by Tesla Motors, Inc.
Tesla-Panasonic Confidential
5. If Items are determined to be usable, the Panasonic factory will send a written report to [***] that can be submitted to Tesla certifying that
the Items are okay to use (i.e., they are free from damage and conform to the agreed specifications).
6.
If the Panasonic factory determines that the Items must leave the Tesla site for further investigation:
a. Tesla will arrange for pick-up of the allegedly damaged or non-conforming Items and transport to a mutually agreed upon
designated location at Tesla
’
s expense; and
b. Once Items are at the designated location, Panasonic or the parties’ selected third party service will promptly begin the
additional inspection (including technical evaluation of cells) to determine whether cells are usable. This additional inspection
will be conducted at Tesla
’
s expense.
7. If the cause of the damage or non-conformity is determined to be solely attributable to Panasonic (i.e., cells were damaged or non-
conforming upon delivery to Tesla), Panasonic shall:
a.
Replace the affected Items. [***];
b. Reimburse Tesla for the reasonable costs of transporting the Items to Panasonic or an alternate designated location for
inspection and testing (if transport was conducted at Tesla expense); and
c. Reimburse Tesla for the reasonable costs of inspection and testing (if they were conducted by a third party at Tesla’s
expense).
8. If, based on the findings of Panasonic’s investigation, Panasonic determines that the Items must be returned to the Panasonic factory in
Japan, Panasonic will arrange for pick up and shipping of the goods to the factory at Panasonic
’
s expense.
a. [***] will work with Panasonic Operations to complete a Return Material Authorization form (RMA). [***] will issue an
RMA number to Tesla as soon as practical.
b. The RMA number must be issued before Tesla transports the Items either to the Panasonic factory, or to an alternate
designated location.
c.
The RMA number must be referenced on shipping documentation.
9. If Panasonic instructs Tesla in writing to destroy the damaged or non-
conforming Items, Panasonic shall reimburse Tesla for the reasonable
cost of such destruction.
Tesla-Panasonic – Process for Damaged Goods
Page
2
of
2
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.