Common use of Records, Recall and Audit Clause in Contracts

Records, Recall and Audit. The Distributor will maintain complete and accurate written records of all Products sold by the Distributor and any subdistributors or agents permitted by the Company to be appointed pursuant to Section 1.3 and will maintain and provide such other records and reports as the Company may reasonably request. The Distributor will notify the Company immediately and confirm such notice in writing if the Distributor obtains information indicating that any of the Company’s Products may have to be recalled, either by virtue of applicable law or good business judgment. In the event of a recall of any of the Products, the Distributor will cooperate fully with the Company in effecting such recall, including without limitation, immediately contacting any purchasers that the Company desires to be contacted and PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. promptly communicating to such purchasers the information or instructions the Company desires to be transmitted. The Distributor agrees to comply with any and all traceability programs in effect at any time as initiated by the Company. The Distributor will permit the Company, any of the Company’s Authorized Representatives and any relevant national authority to examine, inspect and audit such records and make transcripts of any records required as part of a traceability program at reasonable times during business hours. The Company shall have the right to hire an independent certified public accountant to inspect all such records so required to be kept by the Distributor (which accountant shall agree in writing to keep all information confidential except as needed to disclose to the Company any discovered discrepancies); provided, such audit: (i) is conducted during normal business hours, (ii) is conducted no more often than once per year (unless a discrepancy is discovered), and (iii) is conducted only after the Company has given the Distributor five (5) days prior written notice. The Company shall bear the full cost and expense of such audit, unless a discrepancy is discovered, in which event the Distributor shall bear the full cost and expense of such audit. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be immediately due and payable.

Records, Recall and Audit. The Distributor will maintain complete and accurate written records of all Products sold by the Distributor and any subdistributors or agents permitted by the Company to be appointed pursuant to Section 1.3 and will maintain and provide such other records and reports as the Company may reasonably request. The Distributor will notify the Company immediately and confirm such notice in writing if the Distributor obtains information indicating that any of the Company’s Products may have to be recalled, either by virtue of applicable law or good business judgment. In the event of a recall of any of the Products, the Distributor will cooperate fully with the Company in effecting such recall, including without limitation, immediately contacting any purchasers that the Company desires to be contacted and promptly communicating to such purchasers the information or instructions the Company desires PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. promptly communicating to such purchasers the information or instructions the Company desires to be transmitted. The Distributor agrees to comply with any and all traceability programs in effect at any time as initiated by the Company. The Distributor will permit the Company, any of the Company’s Authorized Representatives and any relevant national authority to examine, inspect and audit such records and make transcripts of any records required as part of a traceability program at reasonable times during business hours. The Company shall have the right to hire an independent certified public accountant to inspect all such records so required to be kept by the Distributor (which accountant shall agree in writing to keep all information confidential except as needed to disclose to the Company any discovered discrepancies); provided, such audit: (i) is conducted during normal business hours, (ii) is conducted no more often than once per year (unless a discrepancy is discovered), and (iii) is conducted only after the Company has given the Distributor five (5) days prior written notice. The Company shall bear the full cost and expense of such audit, unless a discrepancy of 7.5% or more is discovered, in which event the Distributor shall bear the full cost and expense of such audit. Regardless of the amount of discrepancy discovered, all discrepancies (and interest thereon) shall be immediately due and payable.