Common use of Billing Records Clause in Contracts

Billing Records. Supplier shall maintain, at no additional charge to Buyer, in accordance with generally accepted accounting principles, complete and accurate records related to amounts billed to and payments made by Buyer hereunder. Supplier shall provide Buyer supporting documentation concerning any alleged violation by Supplier of the terms of this Agreement or concerning any disputed invoice or payment within thirty (30) days after Buyer notifies Supplier of a dispute or, at Buyer's option, Supplier shall permit Buyer, or Buyer's agent, to examine and audit these records at Supplier's premises at all reasonable times to verify the amounts in dispute; provided, that Buyer provides Supplier reasonable advance notice of such audit. Payments made under this Agreement shall be subject to final adjustment as determined by such review. Supplier shall retain such records for a period of three (3) years from the expiration of this Agreement or such length of time as may be required by any federal, state or local law, ordinance or regulation, whichever is longer. CHANGES TO GOODS ---------------- Supplier may not make changes to the Goods or modify the drawings and specifications relating thereto, or substitute products of a later design to fill a Purchase Order, without Buyer's consent. As conditions to such consent, such change, under normal and proper use, shall not affect the price, operation, reliability or life of the Goods or the interchangeability of the Goods with other goods, and Supplier shall notify Buyer in writing thereof not less than ninety (90) days prior to the planned change. In the event Buyer and Supplier fail to reach agreement upon any proposed change, modification, or substitution, Buyer shall have the right to terminate any and all Purchase Orders, in whole or in part, for Goods affected by such change, modification, or substitution, without penalty or obligation of any kind. Notwithstanding any notice requirement above to the contrary, in the event an extremely unsatisfactory condition, including, by way of example and not of limitation, a safety or fire hazard, requires immediate action, Supplier shall immediately notify Buyer. For a period of five (5) years after the Delivery Date of the Goods affected thereby ("Hazard Period"), as Buyer's sole remedy and Supplier's exclusive liability, Supplier shall use commercially reasonable efforts to replace or modify, at no charge to Buyer, all such Goods, including spare parts, in Buyer's possession. The Buyer will return such Goods by notifying Supplier in writing and requesting an RMA number; provided, that such written notification and request for an RMA number must be received by Supplier during the Hazard Period. Within ten (10) days of receipt of the RMA number, Buyer shall return the defective units to Supplier, insured and with transportation charges prepaid, with a written description of the defect. The limited remedies set forth in this Section shall not apply if (i) the Goods have been altered or modified, (ii) the Goods have been damaged by reason of negligence not attributable to Supplier, or subjected by Buyer to computer or electrical malfunction, or (iii) the Goods have been used, adjusted, installed, maintained, or operated other than in accordance with instructions furnished by Supplier, or with an application or in an environment other than that intended or recommended by Supplier. CHOICE OF LAW AND FORUM ----------------------- This Agreement and any claims arising hereunder or related hereto, whether in contract or tort, shall be governed by the laws of Illinois. Any suit regarding this Agreement must be brought in a court of competent jurisdiction in ▇▇▇▇ County, Illinois. COMPLIANCE WITH LAWS -------------------- Supplier and all persons furnished by Supplier shall comply with the provisions of the Fair Labor Standards Act, the Federal Occupational Safety and Health Act, environmental laws (the subject of which may include, but shall not be limited to, air, water, noise, soil, and land-fill areas), the rules and regulations of the Federal Communications Commission and all other applicable