These Terms and Conditions govern the limited warranty agreement (the “Warranty”) between Recell Inc., a Texas S-Corporation (the “Company”), and the individual, company, or other legal entity purchasing the covered services (the “Owner”).

This Warranty describes the rights and obligations of the Company and the Owner concerning the High Voltage Battery Pack serviced, repaired, installed, or remanufactured by the Company.

Recell services and rebuilds high-voltage battery systems across multiple Original Equipment Manufacturers (“OEMs”) and platforms, including Tesla, Porsche, Audi, Rivian, Mercedes-Benz, Jaguar, Lucid, and others. Because battery architecture, software integration, thermal management, component design, and serviceability vary substantially among manufacturers and platforms, this Warranty applies only to the vehicle, HV Battery Pack, services, and Pack Classification identified in the Company’s applicable final invoice, work order, or other written service documentation.

A Remanufactured HV Battery Pack is not a new OEM battery pack. It retains OEM components that may have age-related wear, Degradation, manufacturing variations, design limitations, and other operational characteristics based on age, mileage, prior use, charging history, storage, environmental exposure, and component condition. The Company does not warrant that a repaired or Remanufactured HV Battery Pack will perform identically to a new OEM battery pack.

The Owner accepts and agrees to these Terms and Conditions by purchasing, accepting, or using the covered services or HV Battery Pack.

For purposes of this Warranty:

Battery Management System or BMS means the OEM hardware and related electronic components located within the HV Battery Pack and designed to monitor, manage, and protect the HV Battery Pack.

Battery Module means a group of battery cells assembled into a physical structure, multiple units of which comprise an HV Battery Pack.

Calendar Term means the period beginning on the Service Date and ending upon the earliest applicable limitation below:

Certified HV Battery Pack - the earlier of: forty-eight (48) months, or four (4) years, after the Service Date; or one hundred forty-four (144) months, or twelve (12) years, after the Original In-Service Date. The Calendar Term for a Certified HV Battery Pack shall never be less than twelve (12) months after the Service Date.

Certified+ HV Battery Pack - the earlier of: forty-eight (48) months, or four (4) years, after the Service Date; or one hundred ninety-two (192) months, or sixteen (16) years, after the Original In-Service Date. The Calendar Term for a Certified+ HV Battery Pack shall never be less than twelve (12) months after the Service Date.

Certified Calendar Term means the Calendar Term applicable to a Certified HV Battery Pack.

Certified+ Calendar Term means the Calendar Term applicable to a Certified+ HV Battery Pack.

Certified HV Battery Pack means a Remanufactured HV Battery Pack designated or sold by the Company as “Certified.” Unless the Company expressly identifies an HV Battery Pack in writing as Certified+, every Remanufactured HV Battery Pack serviced, marketed, or sold by the Company shall be classified as Certified.

Certified+ HV Battery Pack means a Remanufactured HV Battery Pack expressly marketed and sold by the Company as “Certified+” and identified as Certified+ in the applicable estimate, invoice, work order, sales agreement, or other written documentation issued by the Company. No HV Battery Pack shall be considered Certified+ unless expressly identified as such in writing by the Company.

Company Facility means a facility operated by the Company or an affiliate facility designated by the Company to perform warranty diagnosis or service.

Contactor means a device used to make or break a high-voltage electrical circuit.

Contactor Stressor Index means a measure used by the Company to evaluate the amount and duration of high-current electrical load passing through a Contactor.

Controller Area Network or CAN means the vehicle communication network that permits digital communication between electronic modules and control units.

Covered Failure means a failure satisfying the requirements described under Warranty Coverage below and not excluded or otherwise ineligible for warranty service under this Warranty.

DC Fast Charging means charging the HV Battery Pack using direct current through a public or private high-voltage fast-charging system, including Tesla Superchargers and other OEM or third-party DC fast-charging networks.

Degradation means the reduction in usable energy capacity, power, or driving range generally resulting from age, mileage, use, operating conditions, charging history, storage, temperature, environmental conditions, or ordinary wear and tear, rather than from a Covered Failure.

Fuse means a safety device designed to interrupt an electrical circuit when current exceeds a specified safe level.

High Voltage Battery Pack or HV Battery Pack means the vehicle’s main high-voltage traction battery pack as a complete unit, including components physically contained within its enclosure, but excluding components located outside the enclosure.

High Voltage Current Shunt means a high-voltage conductor or device joining two points in an electrical circuit through which electrical current is measured or diverted.

Inherent OEM Design or Manufacturing Issue means a condition or failure mechanism arising from the original design, manufacture, materials, engineering, architecture, software, firmware, or retained OEM components of the HV Battery Pack that: was not created or caused by the Company’s diagnosis, repair, remanufacturing, assembly, installation or testing; and is beyond the Company’s reasonable ability to identify, eliminate, or prevent through the services performed by the Company.

An Inherent OEM Design or Manufacturing Issue may exist even though the affected component appeared operational or passed the Company’s applicable inspection and testing procedures when service was completed.

OEM means the original equipment manufacturer of the vehicle or HV Battery Pack, as applicable.

Original Factory Rated Capacity and Range means the usable energy capacity and estimated driving range originally assigned to the HV Battery Pack by the OEM when the vehicle was first manufactured or sold, without adjustment for later age, use, operating conditions, software changes, or Degradation.

Original In-Service Date means the date the vehicle was first placed into service for its original owner, as determined from OEM records or, if OEM records are unavailable, from vehicle-history, registration, sales, service, or other reasonably reliable records available to the Company.

Owner means the vehicle owner entitled to enforce this Warranty, including a subsequent owner to whom the Warranty has been properly transferred.

Pack Classification means the designation of the HV Battery Pack as either Certified or Certified+.

Permitted Mileage means the applicable mileage limitation calculated as follows:

Certified HV Battery Pack - the lesser of: fifty thousand (50,000) miles traveled after the Service Date; or one hundred fifty thousand (150,000) total lifetime vehicle miles. Permitted Mileage for a Certified HV Battery Pack shall never be less than twelve thousand (12,000) miles traveled after the Service Date.

Certified+ HV Battery Pack -the lesser of: fifty thousand (50,000) miles traveled after the Service Date; or two hundred thousand (200,000) total lifetime vehicle miles. Permitted Mileage for a Certified+ HV Battery Pack shall never be less than twelve thousand (12,000) miles traveled after the Service Date.

Certified Permitted Mileage means the Permitted Mileage applicable to a Certified HV Battery Pack.

Certified+ Permitted Mileage means the Permitted Mileage applicable to a Certified+ HV Battery Pack.

Remanufactured HV Battery Pack means an HV Battery Pack that has been inspected, tested, repaired, rebuilt, restored, or reconditioned using new, reused, repaired, remanufactured, or recovered OEM parts or components.

The Company uses OEM cells, Battery Modules, electrical components, electronic boards, Fuses, Contactors, shunts, adhesives, sealants, and other battery-pack materials and components. Such OEM components are not necessarily new and may retain age-related wear, Degradation, or inherent operational characteristics.

Service Date means the date the Company or an affiliate facility completed the covered service, repair, installation, or remanufacturing work, as reflected in the Company’s records.

VIN means the Vehicle Identification Number assigned to the vehicle.

Wide Open Throttle or WOT means hard or excessive acceleration during which the accelerator pedal is depressed to, or substantially near, its fullest extent.

This Warranty applies only to the original vehicle and associated HV Battery Pack identified in the Company’s records.

The Warranty may transfer with ownership of that vehicle as provided under Warranty Transfer below, but it may not be: transferred to a different vehicle; transferred to a different HV Battery Pack; or separated from the covered vehicle and resold as an independent warranty.

Unless expressly approved by the Company in writing, a vehicle is not eligible for this Warranty if: the HV Battery Pack was installed by anyone other than the OEM or the Company; the HV Battery Pack’s labeled capacity differs from the vehicle’s original configuration; the vehicle or HV Battery Pack has been exported from North America; the vehicle is designated as dismantled, fire-damaged, flood-damaged, junk, rebuilt, salvage, reconstructed, irreparable, or a total loss; the vehicle has been determined to be a total loss by an insurance company; or an issue or failure for which coverage is sought existed or occurred before the Service Date.

The Company may approve an otherwise ineligible vehicle or configuration in a signed written agreement. No oral statement or informal communication constitutes such approval.

Subject to all terms, limitations, and exclusions stated in this Warranty, the Company warrants the Remanufactured HV Battery Pack against a Covered Failure that: occurs during the applicable Calendar Term; occurs before the applicable Permitted Mileage is exceeded; materially prevents or substantially impairs the vehicle’s use for normal, personal transportation; arises from a failure internal to the HV Battery Pack; and is not excluded or otherwise ineligible for warranty service under this Warranty.

A Covered Failure may include: inability to drive caused by an internal HV Battery Pack failure; inability to charge caused by an internal HV Battery Pack failure; a significant and abnormal loss of usable capacity that is not normal Degradation, spontaneous or abnormal self-discharge caused by an OEM cell or material defect, or another excluded condition; uncorrectable cell or Battery Module imbalance, except when caused by an Inherent OEM Design or Manufacturing Issue; welded or otherwise failed Contactors, except when caused by prohibited use, excessive electrical stress, an external vehicle condition, or another exclusion; failure of a Fuse or High Voltage Current Shunt, except when caused by an excluded condition; recurrence of the specific condition repaired by the Company, unless the recurrence results from an independent or excluded cause; failure caused by the Company’s assembly, installation, handling, electrical connection, internal coolant connection, sealing, or other workmanship; or another material internal HV Battery Pack failure not excluded by this Warranty.

Components physically contained within the HV Battery Pack may include Battery Modules, cells, the BMS, voltage-sensing components, Battery Monitoring Boards, Fuses, Contactors, the High Voltage Current Shunt, wiring, connectors, cooling components, seals, vents, and other internal components.

The identification of a component as internal to the HV Battery Pack does not mean every failure of that component is covered. Coverage depends on the cause and nature of the failure and remains subject to all exclusions and eligibility requirements stated below.

This Warranty does not cover components located outside the HV Battery Pack, even when repair of those components is necessary to restore the vehicle to normal operation.

The HV Battery Pack must have materially failed to qualify for warranty service.

A warning message, Diagnostic Trouble Code, reduced performance, intermittent symptom, change in estimated range, or customer concern does not, by itself, establish a Covered Failure.

The Company will evaluate a reported failure in good faith using reasonably available evidence, which may include: vehicle and BMS diagnostic information; Diagnostic Trouble Codes; vehicle telemetry and charge history; mileage and use history; physical inspection; electrical and isolation testing; Battery Module and cell data; service and maintenance records; photographs and videos; the condition of the vehicle and HV Battery Pack; and other reasonably relevant technical information.

Many vehicle systems and components outside the HV Battery Pack may produce symptoms similar to battery failure. The Company may require additional diagnosis before determining whether a Covered Failure has occurred.

A disagreement concerning coverage does not suspend the Owner’s claim obligations or deadlines and does not make the Company’s technical determination legally final or binding.

If the Company determines that a Covered Failure has occurred, the Company will determine the warranty service reasonably necessary to restore the HV Battery Pack to normal operation.

Warranty service may include: further diagnosis; repair; component repair or replacement; Battery Module repair or replacement; or HV Battery Pack replacement.

Except where applicable law requires otherwise, the Company will determine whether repair or replacement is appropriate, and the Owner may not select the remedy or demand payment instead of warranty service.

Warranty service is intended to restore the HV Battery Pack to normal operation. It is not intended to restore: Original Factory Rated Capacity and Range; factory-new condition or performance; original EPA range; any specific charging speed; any specific peak power or acceleration performance; any particular thermal performance; or age-related capacity or range lost through Degradation.

Following repair or replacement, the Company will ensure that the serviced HV Battery Pack has usable capacity and range equal to or greater than two-thirds of its Original Factory Rated Capacity and Range, subject to vehicle condition, software behavior, environmental conditions, and other factors beyond the Company’s control.

If the Company replaces the HV Battery Pack, the removed HV Battery Pack becomes the sole property of the Company. The Owner represents that the Owner owns the removed HV Battery Pack and has the legal right to transfer it to the Company.

Warranty coverage begins on the Service Date.

Coverage ends upon the earliest of: expiration of the applicable Calendar Term; the vehicle exceeding the applicable Permitted Mileage; loss of continuing warranty eligibility as described under Loss of Continuing Warranty Eligibility below; or exhaustion of the aggregate warranty liability limit described under Limited Liability; Exclusive Remedies; Aggregate Warranty Liability below.

A Covered Failure must occur and be reported during the applicable Calendar Term and before the applicable Permitted Mileage is exceeded.

Every repair, replacement, or other warranty remedy remains subject to the original: Calendar Term; Permitted Mileage; Warranty coverage period; and aggregate warranty liability limit.

No diagnosis, repair, component replacement, HV Battery Pack replacement, or correction of assembly, installation, sealing, or other workmanship renews, restarts, extends, or increases any warranty term, mileage limitation, or liability limit.

This applies even when the warranty service corrects the Company’s prior workmanship. Once the original Certified or Certified+ Calendar Term or Permitted Mileage expires, the Warranty expires unless the Company expressly agrees otherwise in writing.

This Warranty may be transferred without charge to a subsequent owner of the original covered vehicle with authorization from the Company.

Authorization shall not be unreasonably withheld unless: the vehicle or HV Battery Pack is no longer eligible under this Warranty; the Warranty has expired; the Warranty will expire within thirty (30) days of the transfer request; the vehicle or HV Battery Pack has been altered, transferred, replaced, or used in a prohibited manner; or the requested documentation is incomplete or unreliable.

The Warranty may not be transferred separately from the vehicle or to another vehicle or HV Battery Pack.

Warranty claims must be initiated through the warranty contact information published on the Company’s website.

The Owner must promptly notify the Company after discovering a suspected Covered Failure.

The Owner must provide all information reasonably requested by the Company, which may include: Owner name and contact information; VIN; current mileage; invoice or work-order information; Diagnostic Trouble Codes; complete diagnostic reports; BMS or vehicle logs; photographs or videos; charging and use history; maintenance and repair records; and any other information reasonably necessary to evaluate the reported failure.

All Diagnostic Trouble Codes present in the vehicle must be disclosed. The Company may require that reported codes be verified.

Failure to report a suspected failure promptly, provide requested information, disclose relevant codes, preserve relevant evidence, or reasonably cooperate may render the reported claim ineligible for warranty service if the failure materially prevents the Company from evaluating the claim or causes additional damage.

Upon discovery of a suspected battery failure, the Owner must discontinue charging and operating the vehicle unless the Company authorizes continued use in writing.

Continued charging or operation is at the Owner’s risk. Additional damage caused or materially increased by continued use is not eligible for warranty service.

Once the Company determines that a reported failure is eligible for warranty service, it will identify the Company Facility to which the vehicle must be delivered.

A reported failure must occur and be reported during the applicable Warranty coverage period.

If a Covered Failure is timely reported, the Owner may have up to ninety (90) days following expiration of the applicable coverage period to deliver the vehicle to the designated Company Facility for inspection and warranty service.

After the Company advises the Owner that the reported failure is eligible for warranty service, the Owner must deliver the vehicle: within thirty (30) days after that determination; or within the applicable ninety-day post-expiration delivery period, whichever occurs first, unless the Company agrees otherwise in writing.

The post-expiration delivery period permits completion of a timely reported claim only. It does not extend substantive warranty coverage to a failure occurring after expiration.

Questions, negotiations, disputes, or requests concerning coverage, transportation, cost, logistics, or another warranty term do not suspend, toll, or extend any deadline unless the Company expressly agrees otherwise in writing.

If the Owner fails to provide requested information, deliver the vehicle, preserve evidence, fulfill claim obligations, or reasonably cooperate within the applicable deadlines, through no fault of the Company, the reported claim may be deemed abandoned and ineligible for warranty service.

The actual warranty service may occur after the stated deadlines if the Owner timely complied with all claim requirements.

All warranty diagnosis, repairs, and replacements must be performed by the Company or an affiliate designated by the Company at a Company Facility selected by the Company.

The original covered vehicle must be present unless the Company expressly agrees otherwise in writing.

The Company has no obligation to: perform warranty service at another location; authorize an Owner-selected facility; reimburse unauthorized repairs; or pay an Owner or third party instead of providing warranty service.

The Owner is solely responsible for arranging and paying all: vehicle transportation; battery transportation; shipping; towing; loading and unloading; logistics; storage; travel; lodging; rental or substitute transportation; and other costs associated with delivering or retrieving the vehicle or HV Battery Pack.

The Company is not responsible for loss of use or other expenses arising from a reported failure or warranty service.

This Warranty does not cover a failure, condition, limitation, damage, or expense caused or materially contributed to by: collision, accident, impact, or an object striking the vehicle; improper lifting, jacking, towing, transport, loading, unloading, or winching; road debris, curbs, potholes, unfinished roads, hazardous surfaces, or other obstacles; off-road use, racing, competition, autocross, or use for a purpose for which the vehicle was not designed; overloading the vehicle or towing beyond OEM limitations; theft, vandalism, riot, or intentional damage; fire or explosion, even when the fire is alleged to have originated in the HV Battery Pack; flooding, submersion, water, or direct exposure to flame; earthquake, windstorm, lightning, hail, or another natural event; rodents, insects, animal droppings, road salt, airborne chemicals, acid rain, industrial fallout, rail dust, tree sap, or environmental contamination; improper repair, maintenance, handling, or storage; failure to maintain appropriate coolant, 12-volt power, battery charge, or another material operating requirement; failure of a component outside the HV Battery Pack; an unauthorized vehicle, electrical, performance, charging, software, firmware, coding, or hardware modification; a cyberattack, virus, malware, unauthorized application, data interference, or unauthorized vehicle-system access; use of the vehicle as a stationary, residential, or commercial power source unless expressly approved in writing by both the OEM and the Company; intentional conduct intended to extend, reduce, manipulate, or alter the life, operation, data, or behavior of the HV Battery Pack; operation contrary to material written instructions issued by the Company; or another condition outside the Company’s control that caused or materially contributed to the reported failure.

A condition described under Loss of Continuing Warranty Eligibility below may make the vehicle and HV Battery Pack ineligible for any further warranty service.

This Warranty does not cover a failure, limitation, warning, restriction, or operational condition caused by an Inherent OEM Design or Manufacturing Issue.

Excluded issues include, but are not limited to, the following:

Voltage-Sensing Components and Connections

Failure of an OEM: voltage-sensing harness; voltage-sensing lead; connector; terminal; solder joint; wire bond; wiring connection; or related sensing component.

Battery Monitoring Boards and Electronic Components

Failure of an OEM: Battery Monitoring Board; BMS control board; sensor; processor; communication circuit; internal electronic component; or related circuitry.

OEM Cell Defects and Self-Discharge

This Warranty does not cover: spontaneous or abnormal self-discharge caused by an internal OEM cell or material defect; an internal short circuit; an internal weak short; an open circuit; separator failure; internal leakage; sudden loss of cell function; or another internal manufacturing or material failure of a retained OEM cell.

This exclusion applies when the failure was not caused by the Company’s workmanship and was not reasonably identifiable through the Company’s applicable testing when service was completed.

The fact that the Company diagnosed, balanced, or restored the HV Battery Pack before the cell failure does not make the Company responsible for a later spontaneous failure of an OEM cell.

Module and Pack Isolation

This Warranty does not cover an isolation fault caused by the inherent construction, aging, or deterioration of an OEM: cell; Battery Module; insulation system; dielectric material; busbar assembly; internal coolant pathway; or other retained component or architectural feature.

The Company warrants its handling, assembly, installation, and resealing of the HV Battery Pack for the duration of the applicable Calendar Term and Permitted Mileage.

Venting, Enclosure, and Moisture Management

The Company warrants its handling, assembly, installation, and resealing of the HV Battery Pack for the duration of the applicable Calendar Term and Permitted Mileage. This Warranty does not cover moisture intrusion caused by: failure or inadequacy of an OEM vent or pressure-equalization device; porosity, deterioration, cracking, corrosion, deformation, or failure of an OEM enclosure; an OEM seam, casting, plug, penetration, fitting, or enclosure component; collision, impact, road debris, improper lifting, flooding, water, or submersion; or another Inherent OEM Design or Manufacturing Issue.

Software, Firmware, Coding, and OEM System Behavior

This Warranty does not cover a failure, limitation, restriction, warning, incompatibility, or change caused by: OEM software or firmware; an OEM or third-party update; battery-management software behavior; changed diagnostic or fault thresholds; reduced maximum charge level; reduced usable capacity imposed by software; gateway, telematics, coding, or configuration behavior; vehicle-to-pack compatibility changes; or an OEM or third party disabling, restricting, or otherwise altering HV Battery Pack operation.

This exclusion includes alerts, limitations, reduced maximum charge level, or reduced usable capacity resulting from software intended to identify or manage an actual or suspected weak-short condition.

The vehicle and HV Battery Pack will no longer be eligible for warranty service from and after the date any of the following occurs: the HV Battery Pack is transferred to or installed in a different vehicle; a different HV Battery Pack is substituted for the covered HV Battery Pack; the VIN is defaced, concealed, or altered; the odometer or related mileage-recording system is disconnected, altered, manipulated, or rendered unreliable; the vehicle is designated dismantled, fire-damaged, flood-damaged, junk, rebuilt, salvage, reconstructed, irreparable, or a total loss; the vehicle is declared a total loss by an insurance company; the vehicle or HV Battery Pack is exported from North America; the BMS is intentionally altered, tampered with, bypassed, or reprogrammed other than through a standard OEM production update; the HV Battery Pack is removed, replaced, opened, internally modified, dismantled, altered, or reprogrammed by anyone other than the Company or a facility authorized by the Company in writing; CAN data, BMS data, vehicle mileage, battery telemetry, communications, or diagnostic information is intentionally spoofed, falsified, blocked, manipulated, or made unreliable; a device transmits unauthorized information onto the CAN bus or otherwise interferes with direct communication among the vehicle, BMS, and HV Battery Pack; the Owner uses the vehicle for prohibited business or commercial purposes as described under Business or Commercial Use below; the Owner engages in fraud, material misrepresentation, or intentional concealment relating to the Warranty or a claim; or a final chargeback, payment reversal, rescission, refund, cancellation, or nonpayment eliminates or recovers the amount paid for the covered transaction and the amount is not repaid in full.

Loss of continuing warranty eligibility does not entitle the Owner to a refund, exchange, payment, credit, or extension.

A passive CAN-monitoring device that does not transmit, interfere with, alter, overload, or prevent normal CAN or BMS communication is permitted.

An inspection or service performed by another facility does not, by itself, eliminate warranty eligibility. However: damage caused by unauthorized work is not covered; the Company is not responsible for another facility’s diagnosis or repair; and the Owner must provide the Company a reasonable opportunity to inspect the vehicle and HV Battery Pack before evidence relevant to a warranty claim is materially altered or destroyed.

Emergency or diagnostic work may be authorized by the Company in writing without affecting continuing eligibility.

This Warranty is intended only for normal personal use of the vehicle.

Unless the Company expressly approves the use in writing before it occurs, any use of the vehicle for business or commercial purposes renders the vehicle and HV Battery Pack ineligible for warranty service.

Prohibited business or commercial use includes, but is not limited to: taxi or livery service; ride-sharing, including Uber or Lyft; vehicle rental or peer-to-peer rental, including Turo or similar services; food, parcel, freight, or other delivery services, including DoorDash or Uber Eats; courier service; law-enforcement, emergency-response, or governmental fleet use; driver training or commercial instruction; fleet, shuttle, or transportation-network service; or another use in which the vehicle is materially used to generate business revenue or perform business operations.

Incidental commuting to and from a regular place of employment does not constitute commercial use.

No refund, exchange, payment, credit, or extension is provided when continuing eligibility is lost because of prohibited business or commercial use.

The Company may offer an out-of-warranty or goodwill repair at its discretion, but doing so does not reinstate this Warranty or constitute an admission of coverage.

The Owner is responsible for maintaining the HV Battery Pack and vehicle in a condition suitable for safe and normal operation.

Operation Below Fifteen Percent

If the HV Battery Pack fails while the vehicle is being driven or operated below fifteen percent (15%) indicated state of charge, the reported failure is not eligible for warranty service.

For purposes of this provision, the Company may rely on BMS records, vehicle telemetry, charge history, and other reasonably reliable data.

High State-of-Charge Storage

Charging above ninety percent (90%) is not, by itself, prohibited.

However, damage or failure caused or materially contributed to by allowing the vehicle to remain at or above ninety percent (90%) state of charge for eight (8) consecutive hours or longer is not eligible for warranty service.

Extended Storage and Inactivity

Damage or failure caused or materially contributed to by extended inactivity or improper storage is not eligible for warranty service.

The Owner must reasonably maintain: HV Battery Pack state of charge; the vehicle’s 12-volt electrical system; coolant and thermal-management systems; and other OEM or Company storage requirements.

A vehicle stored or left materially unused for thirty (30) days or longer may require inspection before warranty service is approved.

The Owner must maintain adequate coolant, electrical power, battery charge, and other material operating requirements.

Failure to perform reasonable maintenance does not automatically terminate the entire Warranty, but a failure or damage caused or materially contributed to by inadequate maintenance is not eligible for warranty service.

The Owner is responsible for avoiding use that creates excessive electrical or mechanical stress on the HV Battery Pack.

WOT events are limited to a total of ten (10) during the Warranty coverage period.

A failure occurring after the WOT limit is exceeded may be ineligible for warranty service when the Company reasonably determines, based on available evidence, that the excessive acceleration caused or materially contributed to the failure.

A failure associated with exceeding the applicable Contactor Stressor Index threshold may likewise be ineligible when the excessive current load caused or materially contributed to the failure.

The Company’s repair or replacement of the HV Battery Pack is not intended to alter the vehicle’s existing DC Fast Charging entitlement, including any free, paid, first-owner, or other OEM charging arrangement. The Company will not intentionally modify such an entitlement.

Access to charging networks and DC Fast Charging speed, availability, compatibility, pricing, and performance remain outside the Company’s control.

The Company is not responsible for changes, limitations, suspensions, account restrictions, software changes, reduced charging speeds, or charging-network decisions imposed by an OEM, charging-network operator, or other third party.

To the maximum extent permitted by applicable law, the remedies expressly provided under this Warranty are the Owner’s sole and exclusive remedies for a Covered Failure.

The Company’s total cumulative and aggregate obligation and liability arising out of or relating to: this Warranty; the covered HV Battery Pack; the services performed by the Company; or any Covered Failure, shall not exceed the original amount actually paid to the Company for the specific covered HV Battery Pack and related repair, remanufacturing, or installation services identified on the applicable final invoice.

The aggregate liability limit excludes: taxes; transportation charges; shipping charges; towing charges; storage charges; financing charges; unrelated diagnostic charges; and separately stated fees or costs.

All covered repairs, replacements, parts, labor, credits, refunds, reimbursements, and other remedies provided by or on behalf of the Company shall be applied cumulatively against and reduce the remaining aggregate liability limit.

The Company shall have no further obligation once the cumulative value of the remedies provided equals the applicable aggregate liability limit.

The value of parts, labor, repairs, replacement services, and replacement HV Battery Packs shall be determined using: the Company’s then-current ordinary retail prices for the same or substantially similar parts and services; or if no ordinary retail price exists, a commercially reasonable value determined by the Company in good faith.

No repair or replacement renews, restarts, extends, or increases: the Warranty coverage period; the Calendar Term; the Permitted Mileage; or the aggregate liability limit.

A repaired or replacement HV Battery Pack remains covered only for the unexpired portion of the original Warranty and only to the extent of the remaining unused aggregate liability limit.

To the maximum extent permitted by applicable law, the Company shall not be liable for incidental, consequential, indirect, special, exemplary, punitive, or loss-of-use damages, including: diminished value; towing; transportation; shipping; storage; rental expenses; substitute transportation; loss of income; lost profits; business interruption; charging costs; travel expenses; lodging expenses; or other expenses arising from the vehicle, HV Battery Pack, Covered Failure, or warranty service.

Nothing in this Warranty prevents the Company from providing an accommodation. Any accommodation by the Company does not modify this Warranty or constitute an admission of liability or coverage.

To the maximum extent permitted by applicable law, this Warranty is the sole and exclusive warranty provided by the Company with respect to the covered HV Battery Pack and the services performed by the Company. Except as expressly stated in this Warranty, the Company disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, any implied warranty of fitness for a particular purpose, and any implied warranty arising from course of dealing, course of performance, or usage of trade.

No employee, installer, distributor, dealer, affiliate, reseller, marketing partner, or other representative has authority to create, modify, expand, extend, or waive any provision of this Warranty unless expressly set forth in a written agreement signed by an authorized representative of the Company.

Where applicable law does not permit the exclusion or limitation of an implied warranty, any such implied warranty shall be limited to the shortest duration permitted by applicable law and, in no event, longer than the applicable Warranty coverage period provided under this Warranty.

If the Owner initiates or obtains a chargeback, payment reversal, rescission, refund, or other recovery of an amount paid for the covered HV Battery Pack or related services, the Company’s obligations under this Warranty are suspended unless and until the recovered amount is repaid in full.

If the payment dispute results in a final reversal, cancellation, rescission, or nonpayment of the covered transaction, the vehicle and HV Battery Pack will no longer be eligible for warranty service to the maximum extent permitted by law.

The Company’s records shall be the primary records used to determine: Service Date; Pack Classification; mileage at service; applicable Calendar Term; applicable Permitted Mileage; warranty service previously provided; and remaining aggregate liability.

If the Owner disputes a date, mileage, classification, or other record, the Owner must notify the Company promptly and provide reasonably reliable supporting documentation.

The BMS and vehicle may collect information concerning the HV Battery Pack, vehicle operation, charging, faults, temperature, electrical behavior, and related conditions.

The Company may collect and use such information for: diagnosis; warranty administration; product and service improvement; safety; technical analysis; quality control; and other lawful business purposes.

Nothing in this provision requires the Company to provide raw BMS data, proprietary diagnostic information, internal analyses, trade secrets, or Company records to the Owner except where required by applicable law.

The Company is not affiliated with Tesla, Inc.; Dr. Ing. h.c. F. Porsche AG; Lucid Group, Inc.; Rivian Automotive, Inc.; Audi AG; Volkswagen Group; Mercedes-Benz Group AG; Jaguar Land Rover; Kia Corporation; or any other OEM unless expressly stated otherwise in writing.

All OEM names, vehicle names, and trademarks belong to their respective owners and are used only for identification and compatibility purposes.

No verbal statement, estimate, discussion, opinion, projection, marketing statement, or informal communication by an employee, contractor, installer, affiliate, or representative of the Company modifies or expands this Warranty.

Any exception, modification, or expansion must be: in writing; expressly identify the affected vehicle and HV Battery Pack; and be signed by an authorized representative of the Company.

The Company is not obligated to sell or issue a Warranty and may reject a request for warranty eligibility or a separate warranty product to the extent permitted by applicable law.

This Warranty shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles, except to the extent federal law or another nonwaivable law applies.

Any obligations or payments due to the Company are payable in Comal County, Texas.

To the maximum extent permitted by applicable law, any legal proceeding arising from or relating to this Warranty shall be brought in a court of competent jurisdiction serving Comal County, Texas.

If any provision of this Warranty is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted, and the validity, legality, and enforceability of the remaining provisions shall not be affected.

This Warranty constitutes the entire written warranty agreement between the parties concerning the covered HV Battery Pack and services.

It supersedes all prior or contemporaneous expectations, understandings, communications, representations, advertisements, brochures, discussions, and agreements concerning warranty coverage, whether oral or written, except for a later signed written agreement expressly modifying this Warranty.

Nothing in this Warranty eliminates or restricts a right or remedy that cannot lawfully be waived or limited under applicable federal or state law.