Common use of Rebate Payment Process Clause in Contracts

Rebate Payment Process. Subject to receipt from the Third Party Service Provider of the order confirmation and rebate amount, Dealer shall be paid at the end of the month following the month that the transaction occurred. Such payment shall appear on the Dealer Monthly Parts Statement. • Rebates shall be paid net returns of Toyota Genuine Parts sold. Additional Terms and Conditions • TMS/USA may terminate Parts Marketing Administration (“PMA”) upon 30 days’ notice. Notwithstanding termination provisions in the Subscription Agreement, if TMS/USA terminates PMA, Dealer may remain on RepairLink without PMA, or terminate their Subscription Agreement for RepairLink without penalty. • Only the sale of Toyota genuine auto parts (“Toyota Genuine Parts”) purchased from TMS/USA or TMS/USA’s authorized distribution channels will be considered for TMPP rebates. • Dealer is prohibited from submitting requests for rebate payments for any gray market parts, aftermarket, salvage, etc. (Reference PANT Bulletin 2017-059 and 2015-006.) • Dealer must adhere to the list price for each Toyota Genuine Part displayed to the Dealer’s Customer, as set forth on the TMPP Platform. • Any available rebate shall be displayed next to the corresponding Toyota Genuine Part on the TMPP Platform. • TMS/USA shall only pay rebates to Dealer for parts actually sold and delivered from Dealer parts inventory to a Customer who purchased parts from Dealer. • TMS/USA reserves the right to make changes to program feature at its discretion for items including but not limited to program fees, parts on the program, and discount amounts. • Dealer is prohibited from any misrepresentation of quantity of Toyota Genuine Parts sold. • Without waiving termination rights, if the Dealer breaches any Requirement, TMS/USA has the right to cease payment of all earned or unearned rebate payments immediately. • TMS/USA shall have the right to use the rebate payments due to off-set any other obligations that Dealer has to Toyota under the Program and/or the governing Dealer Participation Agreement. TCPP RIDER

Rebate Payment Process. Subject to receipt from the Third Party Service Provider of the order confirmation and rebate amount, Dealer shall be paid at the end of the month following the month that the transaction occurred. Such payment shall appear on the Dealer Monthly Parts Statement. • Rebates shall be paid net returns of Toyota Genuine Parts sold. Additional Terms and Conditions • TMS/USA may terminate Parts Marketing Administration (“PMA”) upon 30 days’ notice. Notwithstanding termination provisions in the Subscription Agreement, if TMS/USA terminates PMA, Dealer may remain on RepairLink without PMA, or terminate their Subscription Agreement for RepairLink without penalty. • Only the sale of Toyota genuine auto parts (“Toyota Genuine Parts”) purchased from TMS/USA or TMS/USA’s authorized distribution channels will be considered for TMPP OPSM rebates. • Dealer is prohibited from submitting requests for rebate payments for any gray market parts, aftermarket, salvage, etc. (Reference PANT Bulletin 2017-059 and 2015-006.) • Dealer must adhere to and sell parts to the list Customer at the “Buy It Now” price for each Toyota Genuine Part displayed to the Dealer’s Customer, as set forth on the TMPP OPSM Platform. • Any available rebate shall be displayed next to the corresponding Toyota Genuine Part on the TMPP OPSM Platform. • TMS/USA shall only pay rebates to Dealer for parts Toyota Genuine Parts actually sold from Dealer’s parts inventory, documented by the Dealer’s valid parts invoice, and delivered to the Customer who effected the purchase from Dealer parts inventory to a Customer who purchased parts from Dealer. • TMS/USA reserves through the right to make changes to program feature at its discretion for items including but not limited to program fees, parts on the program, and discount amountsOPSM Platform. • Dealer is prohibited from any misrepresentation of quantity of Toyota Genuine Parts sold. • Without waiving termination rights, if the Dealer breaches any Requirement, TMS/USA has the right to cease payment of all earned or unearned rebate payments immediately. • TMS/USA shall have the right to use the rebate payments due to off-set any other obligations that Dealer has to Toyota under the Program and/or the governing Dealer Participation Agreement. TCPP RIDEROPSC RIDER To Toyota Wholesale Toolbox Dealer Participation Agreement OPSTrax Collision Program (Overall Parts Solution) Optional Service Name (Code) OPSTrax Collision Program (“OPSC”) Rider Effective Date January 1, 2023 Third Party Service Provider OEConnection, LLC (“OEC”) Subscription Agreement Yes. Dealer must execute a Subscription Agreement for OPSTrax (“OPSC Platform”) to participate in OPSC. In the event the Dealer desires to cancel its subscription to OPSC, it will do so in accordance with the Subscription Agreement. Fees • Dealer shall pay to the Third Party Service Provider the fees set forth in the Subscription Agreement. Enrollment • To enroll, Dealer must visit xxxxxxxxxxxxxxxxxxxxxxxx.xxx or such other URL or process designated by TMS/USA, and choose to enroll in OPSC. Dealer Responsibilities Consulting • For up to six (6) months following enrollment, Dealer shall require Dealer’s managers to participate in intermittent consulting sessions provided by the Third Party Service Provider. Training • Dealer shall allot sufficient time and resources for training of Dealer’s employees by the Third Party Service Provider including: o Training for Dealer’s managers on the supporting process for OPSC and corresponding new responsibilities; o Training for Dealer’s sales associates on supporting processes and new responsibilities; o Supporting audits by TMS/USA or TMS/USA’s third party auditor, in the event TMS/USA determines, in its sole discretion to audit Dealer, to ensure that Dealer’s employees are properly implementing OPSC, as well as onboarding new employees where needed. If Dealer determines that it is necessary to hire any new employees in order to participate in OPSC, Dealer commits to using best efforts to hire such employees prior to these trainings; and

Rebate Payment Process. Subject to receipt from the Third Party Service Provider of the order confirmation and rebate amount, Dealer shall be paid at the end of the month following the month that the transaction occurred. Such payment shall appear on the Dealer Monthly Parts Statement. • Rebates shall be paid net returns of Toyota Genuine Parts sold. Additional Terms and Conditions • TMS/USA may terminate Parts Marketing Administration (“PMA”) upon 30 days’ notice. Notwithstanding termination provisions in the Subscription Agreement, if TMS/USA terminates PMA, Dealer may remain on RepairLink CollisionLink without PMA, or terminate their Subscription Agreement for RepairLink CollisionLink without penalty. • Only the sale of Toyota genuine auto parts (“Toyota Genuine Parts”) purchased from TMS/USA or TMS/USA’s authorized distribution channels will be considered for TMPP TCPP rebates. • Dealer is prohibited from submitting requests for rebate payments for any gray market parts, aftermarket, salvage, etc. (Reference PANT Bulletin 2017-059 and 2015-006.) • Dealer must adhere to the list price for each Toyota Genuine Part displayed to the Dealer’s Customer, as set forth on the TMPP TCPP Platform. • Any available rebate shall be displayed next to the corresponding Toyota Genuine Part on the TMPP TCPP Platform. • TMS/USA shall only pay rebates to Dealer for parts actually sold and delivered from Dealer parts inventory to a Customer who purchased parts from Dealer. • TMS/USA reserves the right to make changes to program feature at its discretion for items including but not limited to program fees, parts on the program, and discount amounts. • Dealer is prohibited from any misrepresentation of quantity of Toyota Genuine Parts sold. • Without waiving termination rights, if the Dealer breaches any Requirement, TMS/USA has the right to cease payment of all earned or unearned rebate payments immediately. • TMS/USA shall have the right to use the rebate payments due to off-set any other obligations that Dealer has to Toyota under the Program and/or the governing Dealer Participation Agreement. TCPP CCCP RIDER

Rebate Payment Process. Subject to receipt from the Third Party Service Provider of the order confirmation and rebate amount, Dealer shall be paid at the end of the month following the month that the transaction occurred. Such payment shall appear on the Dealer Monthly Parts Statement. • Rebates shall be paid net returns of Toyota Genuine Parts sold. Additional Terms and Conditions • TMS/USA may terminate Parts Marketing Administration (“PMA”) upon 30 days’ notice. Notwithstanding termination provisions in the Subscription Agreement, if TMS/USA terminates PMA, Dealer may remain on RepairLink without PMA, or terminate their Subscription Agreement for RepairLink without penalty. • Only the sale of Toyota genuine auto parts (“Toyota Genuine Parts”) purchased from TMS/USA or TMS/USA’s authorized distribution channels will be considered for TMPP OPSC rebates. • Dealer is prohibited from submitting requests for rebate payments for any gray market parts, aftermarket, salvage, etc. (Reference PANT Bulletin 2017-059 and 2015-006.) • Dealer must adhere to and sell parts to the list Customer at the “Buy It Now” price for each Toyota Genuine Part displayed to the Dealer’s Customer, as set forth on the TMPP OPSC Platform. • Any available rebate shall be displayed next to the corresponding Toyota Genuine Part on the TMPP OPSC Platform. • TMS/USA shall only pay rebates to Dealer for parts Toyota Genuine Parts actually sold from Dealer’s parts inventory, documented by the Dealer’s valid parts invoice, and delivered to the Customer who effected the purchase from Dealer parts inventory to a Customer who purchased parts from Dealer. • TMS/USA reserves through the right to make changes to program feature at its discretion for items including but not limited to program fees, parts on the program, and discount amountsOPSC Platform. • Dealer is prohibited from any misrepresentation of quantity of Toyota Genuine Parts sold. • Without waiving termination rights, if the Dealer breaches any Requirement, TMS/USA has the right to cease payment of all earned or unearned rebate payments immediately. • TMS/USA shall have the right to use the rebate payments due to off-set any other obligations that Dealer has to Toyota under the Program and/or the governing Dealer Participation Agreement. TCPP TMPP RIDER