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FOTON INTERNATIONAL TRADE CO.

, LTD, BEIJING :

Add: SHAYANG ROAD, SHAHE, CHANGPING DISTRICT, BEIJING, CHINA Zip Code: 102206 TEL: 0086-10-80708307, FAX: 0086-10-80716402-225#, E-Mail: LDT-Warranty@foton.com.cn

AFTER-SALES SERVICE AGREEMENT

Singed by and between

Freedom Source News


FOTON INTERNATIONAL TRADE CO., LTD, BEIJING and

ORIGINAL GREAT POPULAR CO., LTD.

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2011 6 27 Original Great Popular F-19/20 Aung San Stadium West Wing, Mingalar Taung Nyunt T/S, Yangon, Myanmar ( This After-sale Service Agreement (hereinafter referred to as this Agreement) is Signed at Myanmar on June 27th 2011by and between:

Foton International Trade Co., Ltd, Beijing, is incorporated under the laws of Peoples Republic of China and having its legal address at Shayang Road, Shahe Town, Changping District, Beijing, China (hereinafter referred to as Party A) and Original Great Popular is incorporated under the laws of the union of Myanmar and having its legal address at F-19/20 Aung San Stadium West Wing, Mingalar Taung Nyunt T/S, Yangon, Myanmar (hereinafter referred to as Party B). Party A and Party B shall hereinafter be referred to individually as a Party and collectively as the Parties. In order to establish market reputation of vehicle products of Party A and ensure end-users receiving good after-sale services, basing on faithfulness, equality and mutual benefit, Party A and Party B hereby agree on the following terms through friendly negotiation: 1 Article 1 - Purpose The purpose of this agreement is to define clauses and terms of Party Bs appointment by Party A to undertake after-sale services of Party As products. 2 Article 2 - Authorization range

BJ1069VCJEA-A

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BJ5121VHCFG-ABJ1138VJPHG

Party A authorizes Party B to be responsible for after-sale services of Party As products of OLLIN (BJ1069VCJEA-ABJ5121VHCFG-A) and AUMAN (BJ1138VJPHG) sold by Party B in the union of Myanmar. 3 Article 3 - Relationship between Party A and Party B The relationship between Party A and Party B is authorization. Herein, Party A is consignor, Party B is consignee. 4 Article 4 - The responsibility and obligation of Party A 4.1 BFCEC 4.1 Based on prescription of the joint venture contract of Beijing FOTON Cummins Engine Co., Ltd.(BFCEC) that all management of spare parts, components, and services of FOTON Cummins Engines(include service manual and special tools provide, training etc,) shall be carried out through Cummins global distribution channels. Party A has obligation to provide local Cummins distribution contact detail to Party B; assist Party B to build up liaison with local Cummins distribution and problem solving regarding after-sales service aspects. 4.2 4.2 Party A is responsible for establishing service network construction standard, directing Party B to set up construction of service center, and authenticating Party Bs service network. 4.2.1 4.2.1 Party A is responsible for providing Party Bs personnel with after-sale services training after Parties signing this Agreement. 4.2.2 4.2.2 The authentication of Party Bs service network made by Party A shall include but not limited to organization, personnel, grounds, facility, equipments, spare parts, information,

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tools, identifiers and etc. 4.2.3 --FASC --FASS 4.2.3 Party A is responsible for granting qualification certificate to Party Bs service network (Foton Authorized Service Center & Foton Authorized Service Station) which passes authentication. 4.3 1 4.3 Party A is responsible for establishing warranty policy and management standard, and providing Annnex-1 << Overseas Warranty and Service Policy of FOTON Truck Products, 2011 >>. 4.3.1 4.3.1 During the valid period of this Agreement, Party A may make adjustment and/or renewal of Annex-1 according to the market situation. Such adjustment and/or renewal come into effect on the date when Party B receives notice from Party A. 4.4 2011 4.4 Party A provides warranty for products sold by PARTY B, while warranty condition, range, labor time and basic charge standard is identified in << Overseas Warranty and Service Policy of FOTON Truck Products, 2011 >> and Foton Motor Maintenance Code Manual2011 version. 4.5 4.5 Party A is responsible for providing spare parts list of products identified in Article 2 and selling to Party B spare parts necessary for after-sales services. 4.6 4.6 Party A is responsible for providing specific repair tools list and selling specific repair tools to Party B. 4.7 4.7 Training 4.7.1 4.7.1 According to market service demands and launching situations of new products, Party A will provide Party B with after sales service training in Party As location , tuition, urban

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transportation, board and lodging are free of charge. 4.8 4.8 Party A provides after-sale service support, for instance consultation of technical information and spare parts price, etc. 4.9 4.9 Party A is entitled to appraise after sales service provided by Party B to end users, including inspection of execution of customer service promises, examination of facticity, veracity and coincidence service, provision of improving suggestion on discovered problems, as well as supervision of Party Bs correction or improvement thereof. 4.10 4.10 Party A provides warranty charge to Party B. 4.10.1. = FOB + + 4.10.1. Composition of warranty charge Warranty Fee = Parts (FOB price) cost + Parts Management Fee + Labor Cost 4.10.1.1 = + + 4.10.1.1 Parts Management Cost = Sea Freight Fee + Part Handling Fee + Import Tax 4.10.1.2 4.10.1.2 Parts(FOB price) cost Parts cost is calculated by the price of the service agreement valid date, and please check service agreement for details. 4.10.1.3 = 4.10.1.3 Labor cost= labor time labor rate 4.10.2 2011 4.10.2 Implement labor time according to Foton Repairing Labor Time Standard of 2011 version. 4.10.3 4 USD

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4.10.3 Labor rate is based on Competitors condition in local market, also considering about economic development and income level, promise the labor rate is 4 USD. Labor rate may adjusted by Parties negotiation as per actual situation. 4.10.4 FOB 3 % FOB 1 % FOB 1 % FOB 5 % 4.10.4 Part Management Fee is based on local government regulation and operation request in local market, promise the Sea Freight Fee is Part FOB price 3 %; Part Handling Fee is Part FOB price 1 %; Import Tax is Part FOB price 1 %; Part Management Fee is totally negotiated as Part FOB price 5 %. 4.11 4.11 Payment of warranty charge 4.11.1 4.11.1 Party A shall only pay warranty charge arising from warranty services provided by service station of Party B which is authenticated and registered by Party A and use spare parts purchased from Party A. 4.11.2 T/T 2 4.11.2 The Parties agree on warranty charge payment by T/T per quarter to Part Bs bank specified in Annex-2 Beneficiarys Account information of Service Dealer. The settlement of warranty charge shall comply with the standard identified in valid << Overseas Warranty and Service Policy of FOTON Truck Products >> or discussed by Parties, and shall be confirmed by Party A in written. 5

Article 5 - responsibility and obligation of Party B 5.1 2 0 , 2011 7 30 3 4 2011 12 30 2011

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12 30 1 5.1 Now Party B has 0 service station and 2 people engaging in after-sale services, which specific information shall be submitted to Party A in the form of Annex-3 and Annex-4 before July 30th, 2011. Party B shall establish service centers for Foton Automobile according to the standard and requirement of Party A before Dec 30th, 2011, and be responsible for establishment and management of second level service station. Party B warrants 1 service station before Dec 30th, 2011. 5.2 5.2 Party B is responsible for execution of after-sale services standard, regulations and policy established by Party A. Party B accepts Party As authentication and improves service work to become more competitive in local market. 5.3 5.3 Party B shall provide quality warranty services for end-users of Party As vehicle without charging any fees according to valid << Overseas Warranty and Service Policy of FOTON Truck Products>>. 5.4 5.4 Party B may at its own expenses, prolong warranty mileage and period according to market demands without charging from end-users. Party B shall not cut warranty mileage and period defined in <<Overseas Truck 2011 Service Policy>>. 5.5 10 5 5.5 Party B may ask for warranty charge from Party A according to this Agreement, while Party B has to submit Party A with warranty information of previous month in the form of Annex-5 before 10th of each month. In case Party B failed to submit the aforesaid information, Party A shall be entitled to refuse to pay for warranty charge. 5.6 6 3 5.6 As for vital quality information, which refers to information about rupture of basic parts,

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quality problem affecting vehicles running or serious hidden trouble existing in safe parts, Party B shall submit it to Party A within 3 days in the form of Annex-6. In case Party B violates the previous paragraph, Party A shall be entitled to decline Party Bs requirement for payment. 5.7 6 5.7 Party B shall keep failure parts within warranty scope for no less than six months for Party A to confirm. During the period, if part A fails to dispatch personnel to settle the failure parts, Party A will commission Party B to settle in writing and the residual value of failure parts belongs to Party B. If Party A decides to call back the failure parts at its own expense, Party B should provide cooperation. 5.8 5.8 Spare parts service: Party B shall provide all spare products and parts accompanying with vehicles for end-users, and shall not encroach nor charge any fees from the end-users. Party B shall provide end-users with spare parts of preferential price. The sale price of parts of Party B shall be kept the Foton brand competitive, and Party A reserves the rights to adjust and control the sale price of parts of Party B; 5.9 2011 2% 4% 5.9 Spare parts storage and purchase: Party B shall purchase spare parts for reserve according to valid << Overseas Warranty and Service Policy of FOTON Truck Products>>. The reserve amount of light duty trucks shall be no less than 2% of the importing sum and that of Heavy duty trucks shall be no less than 4% of the importing sum. The sorts and quantity of spare parts are decided by Party B. 5.10 5.10 Party B is entitled to invite the inspection organization agreed by the Parties and/or

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Suppliers delegation to inspect the quality, quantity and specification of spare parts after arriving at destination port and make out a written document. Any founded quality, quantity or specification problem attributed to Party A, on the strength of the writing document made out during inspection subject, Party B shall be entitled to lodge claims to Party A on the specified regulation in Sales Contract both parties concluded. 5.11 7 PDI PDI e-mail 6 6 T+6-NN-6 T N N6 3.8 Distributor shall always promise Basic Warranty Policy to end-user. Among that, if distributor sells the product within 6 months after vehicle arrived in destination port, FOTON will grant Basic warranty policy to distributor (T months) and bear the warranty cost which is complied with stipulated agreement; if distributor does not sell the product within 6 months after vehicle arrived in destination port, distributor shall be responsible for the warranty granted to end-users, to the extent that FOTON shall only grant to compensate warranty cost within warranty period: (T+6-N) months to distributor, while warranty mileage will not be deducted, i.e. distributor shall bear warranty cost within period: (N-6) months. (N.B.: T stands for the warranty period; N stands for the period from the date that vehicle arrived in destination port to sales date (N>6).) 5.12 8 30 e-mail 5.12 Party B is responsible for setting up and perfecting customers files 100% in accordance with formats in Annex-8 and e-mail them to Party A before 30th of every month as Party As basis of counting vehicle s warranty period, or Party A has right to refuse to provide warranty charge for these vehicles. 5.13 5.13 Party B shall investigate main local competitors service policies and customers service needs according to Party As service research plan and give feedbacks in

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accordance with requirements. 5.14 , 5.14 Customer visiting (tracking-visiting) service: Party B should provide drop in visiting service (or by phone) to find out customers requirements and opinions, at the same time, record feedbacks provided by customers in detail, answer or solve them in time in order to eliminate customers complain. Customer visiting (tracking-visiting) should be recorded and kept in files. Original records should be kept at least for two years; 5.15 5.15 Consultative service: Party B is responsible for instructing customers to use and maintain vehicles in accordance with operation manual and other documents, explaining, answering and solving customers problems in phase in time in order to keep customer relationship, and Party B should introduce to customers about how to contact service, purchasing parts, etc. 5.16 5.16 To improve satisfactory ratio of customers, Party B should make annual objectives, measures and plans of satisfied extent of customers. Party B should investigate and judge satisfactory ratio of customers once per half year and provide the results of judgment to Party A. 5.17 () 5.17 After sales service out of warranty policy: Party B provides payable repairing for after sales service out of warranty policy for customers, and its fee standard and related requirements are carried out in accordance with local policies (if there is no stipulation in local government, they are decided according to situation of market). 5.18 5.18 Without Party As permission, warranty cannot be provided by Party A on any vehicle modifications made by Party B. 5.19

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5.19 Party B hereby warrants that Party B shall be ultimately responsible for any complain, request, claim, investigation and penalty filed by the third party arising from performance of after-sale services of Party B. Party B shall deal with such complain, request, claim, investigation and penalty aforesaid at its own expenses, including not limited to consulating fee, court costs, penalty payment and compensation payment etc. 6 Article 6- Default Obligation Party B shall undertake its obligations in this Agreement. In case Party B defaults as following, Party A shall be entitled to take the corresponding measures: 1 2 3 10 7

S.N . Quality Warranty Service

Party Bs Default

Corresponding Measures to take by Party A

Party B shall return back the service fees cheated Counterfeit bills and customers within10 work days. signature to cheat their service fees; When Party B infringes rules above twice, Party A is entitled to terminate this Agreement with prior 7 days untrue service and illusive service notice.

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S.N . 2 Failure Parts Management

Party Bs Default Use Non-Foton brand parts, that is to use spare parts supplied other than Party A Do not meet requirements of failure parts management

Corresponding Measures to take by Party A

Party A is entitled not to pay related fees. Party A is entitled not to pay related fees. With respect to paid fees, Party A is entitled to deduct from next months supposed service fees.

7 Article 7-Valid Period of this Agreement 7.1 1 2011 6 27 2012 6 27 7.1 The agreement is written in duplicate, each Party holds one original. The period of validity of the agreement is one year, from June 27th 2011 to June 27th 2012 7.2 7.2 Three months before the expiry of the agreement, both Parties should negotiate whether they continue the agreement or not. 7.3 7.3 The agreement is valid since signature date. The former related service agreements signed by both parties are rescinded at the same time. 7.4 1 2 7.4 Providing Party B default as following, this Agreement shall terminate automatically since the occurring date of Party Bs default: (1) Party B does not provide list of service station timely; (2) Party B does not provide quality warranty service satisfied Party As standard and regulation. 8

Article 8- Governing Law and Dispute Settlement 8.1 8.1 All disputes arising in connection with this contract or in the execution thereof should be settled amicably through negotiations.

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8.2 8.2 Should no settlement be reached through negotiations, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing). 8.3 8.3 Laws of The Peoples Republic of China is adopted and used for the clarification, interpretation, execution and dispute resolution of this agreement. 9

Article 9- Force Majeure 15 3 Either Party shall not be responsible for failure or delay to perform all or any part of the Commodity Sales Agreement & the Sales Confirmation due to flood, fire, earthquake, drought, war, strikes, civil disturbance, epidemic or any other events which could not be predicted at the time of the conclusion of the Commodity Sales Agreement & Sales Confirmation, and could not be controlled, avoided or overcome by the parties, However, the Party effected by the Event of Force Majeure shall inform the other party of its occurrence in written as soon as possible and thereafter send a certificate of the Event issued by the relevant authority to the other party but no later than 15 days after its occurrence .If the Event of Force Majeure lasts over 60 days, both shall negotiate the performance or the termination of the Commodity Sales Agreement 10

Article 10 - Confidentiality During the execution of this agreement, the both Parties will have possession of their

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counter parts commercial secrets, both Parties have the obligation and responsibility o keep the information confidential. The period of this confidentiality arrangement continues to be effective 10 years after this Agreement date or when the relevant commercial secrets become a public knowledge. 11

Article 11- Notice 11.1 1 2 3 11.1 Any notice or written communication provided in this Agreement by either Party to the other, including but not limited to any and all offers, writings, or notices to be given hereunder, shall be made in English and delivered: 1by hand; 2by courier service delivered letter; or 3by fax. 11.2 1 2(5) 3 11.2 Notices shall be deemed to have been delivered at the following times: 1if by hand, on reaching the designated address and subject to return receipt or other proof of delivery; 2if by courier, the fifth (5) business day after the date of dispatch; And 3 by fax, upon the next business day following the date marked on the confirmation of if transmission report by the Senders fax machine, indicating completed uninterrupted transmission to the relevant facsimile number. 11.3 +86-10-59912649 F-19/20, Aung San Stadium West Wing, Mingalar Taung Nyunt

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T/S, Yangon, Myanmar +95-1- 394809 U Kyin Oo 11.3 During the term of this Agreement, each Party may change its particular for receipt of notices at any time by notice given to the other Party in accordance with this Article 11.1. Party A: Mailing Address: SHAYANG ROAD, SHAHE, CHANGPING DISTRICT, BEIJING, CHINA Fax No: +86-01-59912649

Attention: Liu Dechen Party B: Mailing Address: F-19/20, Aung San Stadium West Wing, Mingalar Taung Nyunt T/S, Yangon, Myanmar Fax No: Attention: 12 +95-1- 394809 U Kyin Oo

Article 12- Version This Agreement is written in Chinese and English. Both versions have equal effectiveness. Each Party holds one original Chinese and English copy. 13 Article 13- Entire Agreement 13.1 13.1 Unless otherwise stipulated by other clauses or annexes of this Agreement, this Agreement and its annexes shall be the only and entire agreement between the Parties and substitute all relevant agreements, understandings or negotiation orally or in writing reached by the Party previously. Any modification shall be in writing and respectively signed by the representatives of the Parties. 13.2 13.2 In case conflicts exist between annexes and text of this Agreement, the text shall prevail.

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IN WITNESS WHEREOF, Both parties hereinto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Freedom Source News

For and on behalf the Party A ------------------------------Name Position Nationality

For and on behalf the Party B -----------------------------Name: Position: Nationality:

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1 2011 2 3 4 5 6: 7:PDI 8: 9 2011 10: Annex: 1. Overseas Warranty and Service PolicyProvided separately 2. Beneficiarys Account information of Service Dealer 3. Specific Personnel Information of Service Dealer 4. Specific Information of Service Stations 5. Monthly Quality Warranty Information List 6. Vehicle Quality Information Report 7. List of PDI Inspecting Items 8. Customer Record 9. Foton Repairing Labor Time Standard of 2011 versionProvided separately 10. Tag Template of failure part storage

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2. Beneficiarys Account information of Service Dealer


Country Service Dealer Address Beneficiarys Account information of Service Dealer

1.Beneficiarys name: 2.Beneficiarys address:

3.Beneficiarys bank name:

4.Beneficiarys bank address:

5.Beneficiarys

Account

No:

6.SWIFT

Code:

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3. Specific Personnel Information of Service Dealer

S.no 1

Company

Department

Responsibility

Name

Tasks

E-mail

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4. Specific Information of Service Stations

PERSON QUANTITY CIT Y NAM E RELATIONSHI PS WITH DEALER ARE A m2 WORK PLACE AVERAGE REPAIRING QUANTITY PER MONTH REPAIRIN G BRAND MANAG ER TECH NICIAN TOTAL

SPARE PARTS WAREHOUSE

S.NO

ADDRESS

ARE A m2

STOCK AMOUNT

SALES AMOUNT PER MONTH

1 2 3 4

7 8

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5. Monthly Quality Warranty Information List


Vehicle information Service station name Vehicle model VIN Manufacture s date Engine model Engine number Users name Users telephone number Purchase date Kilometers of first trouble happened (KM) Users information Trouble information Run Trouble Trouble Parts information Charges information

Fail Change parts sea freight Part Part labor labor kilometers happening and cause ure d parts Unit cost or land Handling labor amou measures number Qty Import time standa (KM) date analysis code name price FOB freight Fee charge rd Tax
Disposal

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6. Vehicle Quality Information Report


No

VEHICLE QUALITY INFORMATION REPORT


Vehicle model Vehicle VIN Engine No Users name Vehicle purchasing date Tel.: * Trouble happening place Reporter Part Others Name Trouble happening date Tel Number * Production date

Vehicle information

User information

* Engine model Run kilometers Kilometers of first trouble happened

Trouble report

Vehicle damage Information Trouble explanation Trouble cause analysis Disposal measures Proposal or requirement of improvement

1. The vital quality information means the mostly basic parts rupture, for example, frame, cabin, connecting rod, crank shaft, gear box cover crazing, these influence vehicle running quality matters; or safety parts exist vital failure, for example, checking pull rod and steering knuckle arm loose and crazing. 2. This report must be filled the without * items completely, and printed by using computer. It is invalid if incomplete the without* items and illegible. 3. The unsold vehicles reports information is according to Foton company first agent. Report Company Name: Signature

Remark:

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7. List of PDI Inspecting Items


List of PDI Inspecting Items Vehicle Model VINwrite the last 8 number Dealer Name Order 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Engine model EIN Tel. Remarks

Inspection Items Check whether the serial number of the engine and chassis is clear and accord with the numbers in Certificate of Compliance. Check whether the function of door lock, fuel-tank cap lock and ignition lock is normal. Check whether the battery appearance is in good condition, the fixing clamp and lead wire is fastened. Check whether the battery capacity is sufficient and charge it when necessary. Check the relevant parts of the vehicle to see whether they leak oil, water or air. Check whether the engine sounds abnormal, the engine oil and coolant level is to the specification. Check whether the exterior painting has come off, the body has been indented, or scratched. Check whether tire pressure is normal. Check whether the wiper and window-washing device work well. Check whether lightings, combination switches and instruments function well. Check whether the brake fluid reservoir is sufficiently filled. Check whether window lifter, central door lock and reversal radar work well. Check whether vehicle service brake and parking brake system work well. Check whether the function of air conditioner and heater is normal. Check whether the function of radio with cassette player, electric horn and CD player is normal. Check whether the function of seat adjustment mechanism and seat belt is normal. Check whether vehicle data book, tool kit and accessories are all present and in good condition. Check whether the function of transmission gear shifter is normal.

Result of inspection Signature of dealers PDI inspector: Date Signature of customer Date

Note Some of the items in this List of PDI Inspecting Items may not appear in your special vehicle model. Please check according to the actual vehicle model. This form should be issued accompanying vehicle technical data book.

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8. Customer Record


Customer Record
Order Users name Telephone Address Model VIN Manufactures date Purchasing date

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31.

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10. Tag Template of failure part storage

Tag of FOTON Failure Parts Product Warranty Technical Verification Sheet No. Product Model VIN Vehicle Identification No. (VIN) Engine No. Name of Failure Part Failure Cause Agency Name

Driving Mileage Purchase Date Warranty Date

Verified by

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